10-Q 1 vyst-10q_093017.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, 2017

☐	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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
(Do not check if a smaller reporting company)	Emerging growth 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, 2017, there were 132,189,001 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, 2016. 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 crucial factors, including those set forth in Item 1A – “Risk Factors” of our Form 10-K for the year ended December 31, 2016 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, 2017

Index

Part I. Financial Information

Item 1.	Financial Statements	3
	Balance Sheets at September 30, 2017 (unaudited) and December 31, 2016	3
	Statements of Operations for the Three Months and Nine Months Ended September 30, 2017 and 2016 (unaudited)	4
	Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016 (unaudited)	5
	Notes to Financial Statements (unaudited)	6

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17

Item 4.	Controls and Procedures	17

Part II. Other Information

Item 1.	Legal Proceedings	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3.	Defaults Upon Senior Securities	18

Item 4.	Mine Safety Disclosures	18

Item 5.	Other Information	18

Item 6.	Exhibits	18

SIGNATURES		19

Part I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

VYSTAR CORPORATION

BALANCE SHEETS

	September 30,			December 31,
	2017			2016
ASSETS
CURRENT ASSETS
Cash	$	6,651		$	36,282
Accounts receivable, net of allowance for uncollectible amount of $0 at September 30, 2017 and December 31, 2016, respectively		5,440			17,370
Prepaid expenses		270,954			41,300
TOTAL CURRENT ASSETS		283,045			94,952
OTHER ASSETS
Intangible assets, net		127,802			139,562
TOTAL ASSETS	$	410,847		$	234,514
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Related party line of credit	$	1,499,875		$	1,499,875
Accounts payable		394,824			488,784
Accrued compensation		—			2,917
Shareholder notes payable		591,529			595,837
Accrued expenses		339,946			231,080
TOTAL CURRENT LIABILITIES		2,826,174			2,818,493
Shareholder notes payable		198,461			239,231
TOTAL LIABILITIES	$	3,024,635		$	3,057,724
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value, 15,000,000 shares authorized; 13,828 issued and outstanding at September 30, 2017 and December 31, 2016 respectively		1			1
Common stock, $0.0001 par value, 250,000,000 shares authorized; 130,495,927 and 114,951,594 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		13,050			11,495
Additional paid-in capital		25,060,524			23,979,943
Accumulated deficit		(27,687,363	)		(26,814,649	)
TOTAL STOCKHOLDERS’ DEFICIT		(2,613,788	)		(2,823,210	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	410,847		$	234,514

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

VYSTAR CORPORATION

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
REVENUE	$	5,400		$	29,642		$	11,723		$	37,264

COST OF REVENUE		4,775			3,000			15,800			15,973

Gross Margin		625			26,642			(4,077	)		21,291
OPERATING EXPENSES
General and administrative, including non-cash share-based compensation of $242,038 and $74,253 for the three months ended September 30, 2017 and 2016, respectively and $427,998 and $379,301 for the nine months ended September 30, 2017 and 2016, respectively		331,807			247,422			860,589			902,286

Total Operating Expenses		331,807			247,422			860,589			902,286

LOSS FROM OPERATIONS		(331,182	)		(220,780	)		(864,666	)		(880,995	)
OTHER INCOME (EXPENSE)

Interest income		—			—			—			1

Other income		78,513			(14,456	)		78,513			(14,456	)

Interest expense		(43,710	)		(40,125	)		(128,943	)		(134,233	)

Total Other Income (Expense)		34,803			(54,581	)		(50,430	)		(148,688	)

LOSS FROM CONTINUING OPERATIONS		(296,379	)		(275,361	)		(915,096	)		(1,029,683	)

INCOME (LOSS) FROM DISCONTINUED OPERATIONS		47,229			(31,030	)		42,382			43,207

NET LOSS	$	(249,150	)	$	(306,391	)	$	(872,714	)	$	(986,476	)
BASIC AND DILUTED LOSS PER SHARE:
Net loss per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Basic and Diluted Weighted Average Number of Common Shares Outstanding		127,657,923			111,954,708			122,514,759			104,995,141

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

VYSTAR CORPORATION

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine months ended September 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(872,714	)	$	(986,476	)
Adjustments to reconcile net loss to cash used in operating activities
Share-based compensation		427,998			379,301
Allowance for uncollectible accounts receivable		—			(60,266	)
Depreciation		—			278
Amortization of intangible assets		11,760			11,760
(Increase) decrease in assets
Accounts receivable		11,930			31,766
Prepaid expenses		(15,487	)		52,445
Increase (decrease) in liabilities
Accounts payable		(31,159	)		4,666
Accrued compensation and expenses		53,541			28,906
Net cash used in operating activities		(414,131	)		(537,620	)

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		384,500			570,000
Exercise of warrants/options		—			53,500
Net cash provided by financing activities		384,500			623,500

NET INCREASE (DECREASE) IN CASH		(29,631	)		88,581

CASH - BEGINNING OF YEAR		36,282			29,059

CASH - END OF PERIOD	$	6,651		$	117,640

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
NON-CASH TRANSACTIONS
Common stock issued for services to be rendered	$	214,167			—
Shareholder notes converted to common stock	$	55,470			—
CASH PAID DURING THE PERIOD FOR
Interest	$	73,875		$	96,176

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

VYSTAR CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 1

DESCRIPTION OF BUSINESS

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”). Our global multi-patented technology reduces antigenic and total protein in natural rubber latex products to virtually undetectable levels. Vytex NRL, our “ultra-low protein” natural rubber latex has been introduced throughout the worldwide marketplace that uses NRL or latex substitutes as a raw material for end products. Natural rubber latex or latex substitutes are used in an extensive range of products including balloons, textiles, footwear and clothing (threads), adhesives, foams (mattresses, pillows, mattress toppers, etc.), furniture (foam and adhesives), carpet, paints, coatings, protective equipment, sporting equipment, and, especially health care products such as condoms, surgical and exam gloves, among others. Our challenge has been that a manufacturer’s conversion from the use of standard latex or synthetic raw material to Vytex NRL involves a protracted sales cycle ranging from eighteen to thirty-six months. Additionally, in the past, our primary method of distribution was via toll manufacturing. We now have several licensing agreements in place for global distribution that have allowed us to focus on and transition to sales and marketing with a technical oversight.

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. In September 2016, the Vystar Board of Directors voted to end the January 2015 NHS agreement and replace it with a global exclusive for foam manufactured with Vytex and sold into the home furnishings industry. This change reflects the global nature of the mattress, topper and pillow businesses, the need for local warehousing, and access to container loads of foam cores and pillows for domestic, European and Asian manufacturers.

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, 2016, 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, 2017 and 2016.

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, 2017 and 2016, 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 8,298,271 shares and 9,718,271 shares of common stock for the nine months ended September 30, 2017 and 2016, respectively, as their effect would be anti-dilutive. Warrants to purchase 16,469,582 and 18,084,609 shares of common stock for the nine months ended September 30, 2017 and 2016, respectively, were also excluded from the computation of diluted loss per share as their effect would be anti-dilutive.

Revenues

The Company 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, 2017 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, 2017, the Company had cash of $6,651 and a deficit in working capital of $2,543,129. Further, at September 30, 2017, the accumulated deficit amounted to $27,687,363. 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; revenue from the licensing agreement with NHS Holdings, LLC; 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 2017 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 $0 and $4,538 for the three-month period ended September 30, 2017 and 2016, respectively and $130 and $80,988 for the nine-month period ended September 30, 2017 and 2016, respectively. Gains (Losses) from discontinued operations were $47,229 and ($31,030) for the three-month period ended September 30, 2017 and 2016, respectively and $42,382 and $43,207 for the nine-month period ended September 30, 2017 and 2016, respectively. These gains for the period were the result of the write-off of accounts payable associated with the previously closed SleepHealth and Kiron divisions.

NOTE 5

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, 2017			December 31, 2016

Patents	$	238,551		$	238,551
Trademarks & trade name		9,072			9,072
Subtotal		247,623			247,623
Accumulated amortization		(119,821	)		(108,061	)

Intangible assets, net	$	127,802		$	139,562

Amortization expense for the three months ended September 30, 2017 and 2016 was $3,920. Amortization expense for the nine months ended September 30, 2017 and 2016 was $11,760.

NOTE 6

INCOME TAXES

There is no income tax benefit recorded for the losses for the three and nine months ended September 30, 2017 and 2016 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 7

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% (6.50% at September 30, 2017), on amounts drawn and fees. The weighted average interest rate in effect on the borrowings for the six months ended September 30, 2017 was 5.25%.

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, 2017 and September 30, 2016.

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. The note is currently due on demand.

Shareholder Notes Payable

The following table summarizes the shareholder notes payable:

	September 30, 2017			December 31, 2016

Shareholder notes	$	789,990		$	835,068
Accrued Interest		276,146			231,080
Total Shareholder Notes & Accrued Interest		1,066,136			1,066,148

Less: Accrued Interest		(276,146	)		(231,080	)
Less: Current Portion		(591,529	)		(595,837	)
Total long-term debt	$	198,461		$	239,231

Such notes are (i) unsecured, (ii) bear interest at an annual rate ranging from five percent (5%) to 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, 2017 of $1,066,136 including accrued interest, is approximately $0.055 per share or 19,305,727 shares of the Company’s common stock. The face value of the Shareholder Notes at September 30, 2017 is $789,990.

NOTE 8

STOCKHOLDERS’ EQUITY

Common Stock and Warrants

As part of the November 2016 Private Placement Memorandum, the Company issued 7,690,000 shares of common stock to sixteen (16) accredited investors during the period from January 1, 2017 to September 30, 2017. Total gross proceeds of the issuances were $384,500. 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.

On March 15, 2017, the Company issued 400,000 common shares as compensation under the Company’s Business Development Agreement with FMW Media Works Corporation and 750,000 common shares as compensation under the Company’s Business Development Agreement with Joseph Savanyo.

On April 9, 2017, the Company issued 118,919 common shares as a result of a cashless exercise of outstanding warrants.

On April 25, 2017, the Company issued 1,109,406 common shares as a result of a partial conversion of a Shareholder Note and accrued interest.

On September 29, 2017, the Company issued 500,000 shares of common stock as part of the existing PPM to William Doyle, its CEO in lieu of salary earned in August and September 2017.

On September 27, 2017, the Company issued an additional 200,000 common shares as compensation under the Company’s Business Development Agreement with FMW Media Works Corporation and on July 30, 2017 200,000 common shares as compensation under the Company’s Business Development Agreement with Joseph Zampetti. On July 25, 2017 the Company issued 1,087,023 shares (dated June 29, 2017) to Blue Oar Consulting, Inc. as part of a prior contract.

On May 22, 2017, the Company signed a sales and marketing agreement with Anazca, LLC issuing restricted common shares quarterly and also as goals are achieved and issued 363,985 shares on September 28, 2017.

On July 1, 2017, the Company issued 3,125,000 shares to Accentuate Public Relations LLC under the Company’s Public Relations Services Agreement through December 2018.

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 nine-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, 2017, the 13,828 shares of outstanding preferred stock had accumulated undeclared dividends of approximately $60,133, and could be converted into 3,968,269 shares of common stock, at the option of the holder.

NOTE 9

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 $242,038 and $74,253 of stock-based compensation expense for the three-month period ended September 30, 2017 and 2016, respectively, and $427,998 and $379,301 of stock-based compensation expense for the nine-month period ended September 30, 2017, and 2016, respectively related to employee and board member stock options and common stock and warrants issued to nonemployees. As of September 30, 2017, $128,461 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, 2017:

●

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, 2017, there were 618,427 shares 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, 2016. 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.

There were no options granted during the nine-month period ended September 30, 2017. The following table summarizes all stock option activity of the Company for the period.

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

Outstanding, December 31, 2016		9,418,271	$	0.16		4.43

Granted		—

Exercised		—

Expired		1,120,000

Outstanding, September 30, 2017		8,298,271	$	0.16		4.10

Exercisable, September 30, 2017		6,533,271	$	0.20		5.29

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:

	2017
Expected Dividend Yield	0.00	%
Expected Volatility in Stock Price	150.82	%
Risk-Free Interest Rate	1.99	%
Expected Life of Stock Awards – Years	6.86

The following table represents the Company’s warrant activity for the nine months ended September 30, 2017:

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

Outstanding, December 31, 2016		16,122,332				$	0.10		6.10

Granted		1,240,250		$	0.14	$	0.14		6.39

Exercised		(200,000	)			$	0.05

Forfeited		(693,000	)			$	0.14

Expired		—

Outstanding, September 30, 2017		16,469,582				$	0.10		5.04

Exercisable, September 30, 2017		16,173,221				$	0.10		5.36

The Company issued 1,240,250 warrants for services during the nine months ended September 30, 2017 at exercise prices from $0.07 to $0.17 per share, exercisable over a period of five to ten years from the grant date. All of the warrants with the exception of 362,219 vested immediately with the 362,219 warrants vesting one-eleventh per month over an eleven-month period. The total amount of the fair value of this grant was $50,000 and is recorded as noncash share-based compensation expense as vesting occurs. 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.

NOTE 10

SUBSEQUENT EVENTS

On October 9, 2017, the Company issued 481,884 common shares as a result of a cashless exercise of outstanding warrants.

On October 10, 2017, the Company issued Shareholder Notes for a total of $45,000.

On October 20, 2017, the Company issued Anazca 368,217 shares as a quarterly commitment. Anazca, LLC subsequently resigned from their contract effective November 3, 2017.

On November 6, 2017, the Company issued 250,000 shares of common stock as part of the existing PPM to William Doyle, its CEO in lieu of salary earned during October 2017.

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

OVERVIEW

Natural rubber latex is an agricultural product produced from the sap of the rubber tree, Hevea brasiliensis. According to the most recent data available and obtained on the International Rubber Study Group web site (www.rubberstudy.com) and dated January 6, 2015: the total world rubber demand increased at 1.8% and 4.1% in 2015 and 2016 respectively, growing below the long-term growth rate of 3.7% under the IMF Scenario to 29.1 million tonnes in 2015 and to 30.3 million tonnes in 2016.

World Natural Rubber (NR) demand increased by 3.1% in 2015 under the IMF Scenario and by 4.4% in 2016. The world total NR consumption was 12.3 million tonnes in 2015, 12.9 million tonnes in 2016 and is expected to increase to 16.5 million tonnes in 2023. World Synthetic Rubber (SR) demand was 16.8 million tonnes in 2015 and 17.5 million tonnes in 2016 under the IMF Scenario. In 2023, the demand for SR will be 21.5 million tonnes. The outlook for NR supply is positive, sufficient to meet the demand of the industry for all forecast years under all three scenarios. Almost 60% of global consumption is by the world’s tire manufacturing industry, with the remainder going into the ‘general rubber products’ sector; many thousands of different goods are manufactured by this sector, serving many industries, including transport, construction, health, mining, apparel, foam, etc.

Substantially all of the latex processors are located in Southeast Asia, India, Africa and Latin America and are owned by local groups or large multinational corporations. This future demand is awakening interest in other areas of the world where the climate is suitable, particularly in Guatemala, where focus now shifts to certifications from the Forestry Stewardship Council and Rainforest Alliance, as a specialty latex. In addition to the resurgence of Central and South America in natural rubber latex production, countries such as Vietnam and Cambodia have launched major efforts to meet the needs of the global liquid natural rubber latex market. Vietnam is now a major processor of our Vytex NRL and several trial runs of the specialty offerings discussed below that are in place for manufacturer trials and we now have two producers in Guatemala, one starting the trial phase.

Our initial product portfolio included Vytex NRL in high ammonia (HA) and low ammonia (LA) formulations. New specialized formulations are projected to come to market over the next year with trials in ultra-low ammonia, pre-vulcanized and low nitrosamine versions currently taking place. Vystar has used its technology to work with customers to solve production issues and provide them with a point of difference and guidance as research using Vytex has headed into directions previously thought to be off-limits to natural rubber latex. It appears to be the removal of the vast majority of the proteins, the carotenoids and the non-rubbers that affords Vytex NRL this opportunity.

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.

Recently at the 2017 Nuremberg Toy Show (Speilwarenmesse) Vytex NRL was a targeted product for manufacturers of balloons, masks, etc. On the main page of the European Balloons and Party Council web site is a Yahoo video still plus a recent press release that discusses the benefits of Vytex NRL in items such as balloons. As there is a new proposal for limits on protein content of balloons by virtue of an EN listing, Vytex has now gone in to full pre-vulcanized testing to start the sampling process in this very large European manufacturing market (Italy, Austria, Spain, etc.) for balloons and has already spread to areas in Central and South America.

Over the course of several years, our technical groups have presented technical papers of varying topics that still hold relevance. Vytex NRL is produced at the latex processor level and can be integrated into the current processing environments without additional capital equipment investment. The protein removal and modification process that leads to Vytex NRL allows manufacturers to lower manufacturing costs with the benefit of reduced protein levels. Reduced leaching times and resulting reductions in energy, water and material handling consumption can lead to realized cost savings.

Also, “Eco-Friendly Manufacturing of High Performance Latex using Ultra Low Antigenic Protein Latex” reviewed some of the learnings Vystar had made since commercializing Vytex NRL. Among these discoveries were: improved air and helium retention in balloons; reduced leaching needs for some dipped products; truer colors for dyed dipped products (such as balloons); and low latex odor in foams, which has now led to unique research into areas previously considered off-limits to NRL. Vystar published and presented a paper, “Further Development of Vytex® Natural Rubber Latex Leads to Strong Niche Market Advances”, that added additional learnings related to slow release (memory) foam formulations and other technical improvements helping customers solve their new product development challenges.

Vystar has transitioned from toll manufacturing agreements to licensing agreements that eliminate the need to maintain a costly infrastructure along with the other investment and regulatory compliance costs to develop and operate a processing or manufacturing facility. All of these costs are or will be borne by our manufacturing and distribution contractors and/or customers. This means we must show the NRL producers and product manufacturers the economic value proposition of including Vytex NRL in their product lines, hence the technical paper presentations we have made and continue to make. In addition, as an all-natural raw material, Vytex NRL puts the main component in gloves and other products back in the environmentally friendly arena.

Increased interest in the exam glove arena has put Vystar in the enviable position of needing glove manufacturers to work with to handle the expected transition of healthcare companies, clinics and non-medical uses. Vystar is currently working with an American manufacturing facility to handle some of these needs as they prepare for production start-up. Other glove manufacturers are also being sought.

To implement our licensing model, in March 2010 we signed a licensing agreement with Pica de Hule Natural, a division of Grupo Agroindustrial de Occidente (“Occidente”), located in Guatemala. Occidente is the largest processor of natural rubber latex in Latin America and the largest exporter serving more than 15 countries. Under the agreement, Occidente will manufacture, sell and market Vytex NRL throughout Latin America as well as supply Vytex NRL to North America and Europe. This agreement was continued in 2016 for an additional 5 years

In October 2010, we signed a second licensing agreement with KA Prevulcanized Latex (KAPVL) to manufacture and sell Vytex NRL in the SAARC region which includes India, Pakistan, Sri Lanka, Bangladesh, Bhutan and Nepal. India is the second largest consumer of concentrated latex behind China. In 2014, this agreement ended and we did not renew.

In addition, in January 2009, we entered into a Distribution Agreement with Centrotrade Minerals & Metals, US and Centrotrade Deutschland, GmbH, Germany, a leading global distributor of latex raw materials, to create a worldwide distribution network that will further enhance our ability to cost effectively reach and service manufacturer customers in these key manufacturing areas. This provides an expansive distribution network that facilitates both the licensing and toll manufacturing models and can assist with various processors in taking their products to market. On December 19, 2012, we amended our agreement with Centrotrade to expand Vytex NRL distribution rights to the world’s largest NRL consuming markets in Southeast Asia, specifically Malaysia and Thailand. Under this new license agreement, Centrotrade controls production scheduling of Vytex NRL, inventory in Thailand, sales, pricing and customer financing, while Vystar will focus on marketing, customized product development, as noted above, and support activities. Vystar currently has no exclusive areas under contract as RCMA, a Dutch based distributor was added in 2016.

The paper entitled, “The Non-Enzymatic Deproteinization of Natural Rubber Latex (DPNRL) Enabling the Greater Versatility in End Product Applications” discussed improvements that extend beyond the ultra-low allergenicity of the DPNRL and include improved color, absence of rubber odor, and improved physicochemical attributes. Improved air and helium retentions results were reported. The potential to extend applications into other non-conventional areas other than latex end products was discussed and we are currently in the retail test market stages for the United States based manufacturing of mattresses, pillows and toppers to key furniture stores and buying groups, primarily in the Northeastern United States and signed a 5-year renewable agreement in January 2015 with Nature’s Home Solutions (NHS) to exclusively distribute these products in the United States. In September 2016, the Vystar Board of Directors voted to end the January 2015 NHS agreement and replace it with a global exclusive for foam manufactured with Vytex and sold into the home furnishings industry. This change reflects the global nature of the mattress, topper and pillow businesses, the need for local warehousing, and access to container loads of foam cores and pillows for domestic, European and Asian manufacturers.

Samples have been presented to the manufacturers and feedback has been very positive with names such as Gold Bond, King Coil (Natura and Laura Ashley) and SpringAir (Nature’s Rest) adding Vytex to their current offerings. 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 a select group attended the ISPA technical show in March 2017 in Tampa. 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. NHS sees steady increased exponential growth throughout the remainder of 2017 and the companies, combined with Lien A, have structured the needed supply chain.

Pricing of materials in the rubber and latex industries continues to fluctuate. Prices of centrifuged latex, thus Vytex, have risen throughout 2016 and in to early 2017 due to various factors such as floods in southern Thailand, removal of older tress and replanting which is a seven-year process, newer plantations coming online, etc.

Working through distribution with global manufacturers, Vystar secured a commitment from a major manufacturer of dielectric gloves qualifying Vytex to run on a full production line with potential to move to other lines and more of their international locations. Licensing discussions began in November 2016 and has now expanded to full container shipments with additional manufacturing plants set to come on throughout 2017. We are also expanding our usage of Vytex with a worldwide manufacturer of cold seal adhesives to complement the current business in sports shoes and starting a re-trial with a large domestic adhesive company in second quarter 2017.

With the introduction of several new versions of Vytex at the ILC meeting mid-2015, we secured several trials with toy manufacturers arena who desire the lowest levels of nitrosamine and protein per European standards. This affects European balloon manufacturers as well as those selling balloons in the European markets. 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. Vystar has also progressed well in pilot line trials with a major women’s apparel retailer

A small trial is commencing with a start-up American manufacturer of exam gloves, using Vytex, as requested by a major outpatient provider of services. The dipping process for the exam gloves will progress in the next months to provide samples for early evaluation with center-wide trials to start upon approval. As the USFDA 510k allowance for an exam glove containing Vytex is for an un-powdered glove, we are well positioned to manage expectations for those requiring an exam glove without powder with a lower antigenic protein content with two trials currently in place.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended September 30, 2017 with the Three Months Ended September 30, 2016

	Three Months Ended September 30,																		Continuing						Consolidated
	2017									2016									$ change			% change			$ change			% change
	Continuing			Discontinued			Consolidated			Continuing			Discontinued			Consolidated
Revenue, net	$	5,400		$	—		$	5,400		$	29,642		$	4,538		$	34,180		$	(24,242	)		(81.8	%)	$	(28,780	)		(84.2	%)
Cost of revenue		4,775			—			4,775			3,000			(18,716	)		(15,716	)		1,775			59.2	%		20,491			(130.3	%)
Gross profit/(loss)		625			—			625			26,642			23,254			49,896			(26,017	)		(97.7	%)		(49,271	)		(98.7	%)

Operating Expenses
General and administrative		331,807			1,789			333,596			247,422			51,583			299,005			84,385			34.1	%		34,591			11.6	%
Total operating expenses		331,807			1,789			333,596			247,422			51,583			299,005			84,385			34.1	%		34,591			11.6	%

Profit (Loss) from Operations		(331,182	)		(1,789	)		(332,971	)		(220,780	)		(28,329	)		(249,109	)		(110,402	)		(50.0	%)		(83,862	)		(33.7	%)

Other income/(expense)		78,513			49,018			127,532			(14,456	)		(2,701	)		(17,157	)		92,969			(643.1	%)		144,689			(843.3	%)
Interest expense		(43,710	)		—			(43,710	)		(40,125	)		—			(40,125	)		(3,585	)		8.9	%		(3,585	)		8.9	%
Total Other Income/Expense		34,804			49,018			83,822			(54,581	)		(2,701	)		(57,282	)		89,385			(163.8	%)		141,104			(246.3	%)

Net loss	$	(296,378	)	$	47,229		$	(249,149	)	$	(275,361	)	$	(31,030	)	$	(306,391	)	$	(21,017	)		(7.6	%)	$	57,242			18.7	%

Revenues

Revenues for the three months ended September 30, 2017 and 2016 from the Company were $5,400 and $34,180, respectively, for a decrease of $28,780 or 84.2%. The decrease in revenues from operations was due to a significant drop in Vytex royalty revenue and the elimination of the Kiron division. Revenues for the three months ended September 30, 2017 and 2016 from the Company’s continuing operations were $5,400 and $29,642, respectively, for a decrease of $24,242 or 81.8%. The decrease in revenues from continuing operations was due to a drop in Vytex sales and yet to be realized Vytex foam royalties.

For the Company, gross margin fell from $49,896 for the period ended September 30, 2016 to $625 for the period ended September 30, 2017, a decrease of $49,271 or 98.7%. Gross margin from continuing operations for the three months ended September 30, 2017 and 2016 was $625 and $26,642 respectively, for a decrease of $26,017 or 97.7%. Cost of revenue from continuing operations for the three months ended September 30, 2017 and 2016 was $4,775 and $3,000 respectively an increase of $1,775 or 59.2%. This was a result of additional shipping costs and Vytex testing expense.

Operating Expenses

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 $333,596 and $299,005 for the three months ended September 30, 2017 and 2016, respectively, for an increase of $34,591 or 11.6%. This was primarily the result of an increase in third-party contracted expenses offset by the closing of the Kiron division. The Company’s operating expenses from continuing operations were $331,807 and $247,422 for the three months ended September 30, 2017 and 2016, respectively, for an increase of $84,385 or 34.1%. This was the result of an increase in third-party contracted expenses.

Other Income (Expense)

Other income (expense) for the three months ended September 30, 2017 consisted of interest expense of $43,710 and other income of $127,532. This compares to net interest expense of $40,125 and other expense of $17,157 for the three months ended September 30, 2016. The increase in interest expense for the quarter ended September 30, 2017 versus the same quarter in 2016 was primarily attributable to an increase in LIBOR. Other income for the period was the result of derecognition and write-off of accounts payable associated with the previously closed SleepHealth and Kiron divisions.

Net Loss

Net loss was $249,149 and $306,391 for the three months ended September 30, 2017 and 2016, respectively, a decrease of $57,242 or 18.7% in the net loss. The smaller net loss the Company experienced in the quarter ended September 30, 2017 versus the same period in 2016 was primarily attributable to the derecognition and write-off of accounts payable with the previously closed SleepHealth and Kiron divisions.

Comparison of the Nine Months Ended September 30, 2017 with the Nine Months Ended September 30, 2016

	Nine Months Ended September 30,																		Continuing						Consolidated
	2017									2016									$ change			% change			$ change			% change
	Continuing			Discontinued			Consolidated			Continuing			Discontinued			Consolidated
Revenue, net	$	11,723		$	130		$	11,853		$	37,264		$	80,988		$	118,252		$	(25,541	)		(68.5	%)	$	(106,399	)		(90.0	%)
Cost of revenue		15,800			20			15,820			15,973			15,144			31,117			(173	)		(1.1	%)		(15,297	)		49.2	%
Gross profit		(4,077	)		110			(3,967	)		21,291			65,844			87,135			(25,368	)		(119.1	%)		(91,102	)		(104.6	%)

Operating Expenses
General and administrative		860,589			7,741			868,330			902,286			22,531			924,817			(41,697	)		(4.6	%)		(56,487	)		(6.1	%)
Total operating expenses		860,589			7,741			868,330			902,286			22,531			924,817			(41,697	)		(4.6	%)		(56,487	)		(6.1	%)

Profit (Loss) from Operations		(864,666	)		(7,631	)		(872,297	)		(880,995	)		43,313			(837,682	)		16,329			1.9	%		(34,615	)		(4.1	%)

Other income/(expense)		78,513			50,051			128,564			(14,455	)		(2,700	)		(17,155	)		92,968			(643.1	%)		145,719			(849.3	%)
Interest expense		(128,943	)		(38	)		(128,981	)		(134,233	)		2,594			(131,639	)		5,290			(3.9	%)		2,658			(2.0	%)
Total Other Income/Expense		(50,430	)		50,013			(417	)		(148,688	)		(106	)		(148,794	)		98,258			66.1	%		148,377			99.7	%

Net Income/(Loss)	$	(915,096	)	$	42,382		$	(872,714	)	$	(1,029,683	)	$	43,207		$	(986,476	)	$	114,587			11.1	%	$	113,762			11.5	%

Revenues

Revenues for the nine months ended September 30, 2017 and 2016 from the Company were $11,853 and $118,252 respectively, for a decrease of $106,399 or 90.0%. The decrease in revenues from operations was due to the closing of Kiron and a fall in Vytex royalty revenue. Revenues for the nine months ended September 30, 2017 and 2016 from the Company’s continuing operations were $11,723 and $37,264 respectively, for a decrease of $25,541 or 68.5%. The decrease in revenues from continuing operations was due to the drop in raw latex prices and the resultant drop in Vytex licensing fee. The Company has also not yet been able to realize royalties from Vytex foam sales.

For the Company, gross margin fell from $87,135 for the period ended September 30, 2016 to a gross loss of $3,967 for the period ended September 30, 2017, a decrease of $91,102 or 104.6%. Gross margin from continuing operations for the nine months ended September 30, 2017 and 2016 was ($4,077) and $21,291 respectively, for a decrease of $25,368 or 119.1%. Cost of revenue from continuing operations for the nine months ended September 30, 2017 and 2016 was $15,800 and $15,973 respectively, a decrease of $173 or 1.1%.

Operating Expenses

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 $865, 330 and $924, 817 for the nine months ended September 30, 2017 and 2016, respectively, for a decrease of $56,487 or 6.1%. This was primarily the result of the closing of the Kiron division and a reduction in third-party contracted services. The Company’s operating expenses from continuing operations were $860,589 and $902,286 for the nine months ended September 30, 2017 and 2016, respectively, for a decrease of $41,697 or 4.6%.

Other Income (Expense)

Other income (expense) for the nine months ended September 30, 2017 consisted of interest expense of $128,981 and other income of $128,564. This compares to interest expense of $131,639 for the nine months ended September 30, 2016 and other expense of $17,155. The decrease in interest expense for the period ended September 30, 2017 versus the same period in 2016 was attributable to a decrease in interest expense associated with outstanding Shareholder Notes. Other income for the period was the result of derecognition and write-off of accounts payable associated with the previously closed SleepHealth and Kiron divisions.

Net Loss

Net loss was $872,714 and $986,476 for the nine months ended September 30, 2017 and 2016, respectively, a decrease of $113,762 or 11.5% in the net loss. The smaller net loss the Company experienced in the period ended September 30, 2017 versus the same period in 2016 was primarily a reduction in third-party contract services the result of derecognition and the write-off of accounts payable associated with the previously closed SleepHealth and Kiron divisions.

LIQUIDITY AND CAPITAL RESOURCES

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.

Sources and Uses of Cash

For the nine months ended September 30, 2017 and 2016, net cash used in operations was $414,131 and $537,620 respectively. The negative cash flow for the nine months ended September 30, 2017 resulted primarily from the net loss of $872,714, offset by non-cash charges related to non-cash share-based compensation expense of $427,998, and a decrease in accounts receivable of $11,930, and an increase in accrued expenses of $53,541. The negative cash flow for the nine months ended September 30, 2016 resulted primarily from the net loss of $986,476 and 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, prepaid expenses of $52,445, accounts receivable of $31,766 and accrued expenses of $28,906.

For the nine months ended September 30, 2017 the Company had no investing activity. For the nine months ended September 30, 2016 the Company realized $2,701 from the disposal of equipment from the closing of the Kiron division.

Net cash provided by financing activities for the nine months ended September 30, 2017 was $384,500 from the sale of common stock. 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.

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, 2017. 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 2017 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 for the nine months ended September 30, 2017, 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, 2016 through September 30, 2017, the Company issued 7,690,000 shares of common stock at $0.05 per share for $384,500. The Company also issued 118,919 shares of common stock as a result of a non-cash warrant exercise and 1,109,406 shares of common stock as a result of a shareholder note and accrued interest conversion.

(b) Stock Option Grants

From December 31, 2016 through September 30, 2017, the Company did not grant any 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 to 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, 2017	By:	/s/ William R. Doyle
		William R. Doyle
		President, Chief Executive Officer, Chief Financial Officer and Director