10-Q

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 March 31, 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, 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 May 15, 2017, there were 119,791,594 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 important 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 March 31, 2017

Index

	Part I. Financial Information
Item 1.	Financial Statements	4
	Balance Sheets at March 31, 2017 (unaudited) and December 31, 2016	4
	Statements of Operations for the Three Months March 31, 2017 and 2016 (unaudited)	5
	Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016 (unaudited)	6
	Notes to Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
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	17
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
SIGNATURES		19

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Part I.          FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VYSTAR CORPORATION  

BALANCE SHEETS

	March 31			December 31
	2017			2016
ASSETS
CURRENT ASSETS
Cash	$	100,154		$	36,282
Accounts receivable, net of allowance for uncollectible amount of $0 at March 31, 2017 and December 31, 2016		980			17,370
Prepaid expenses		70,395			41,300
TOTAL CURRENT ASSETS		171,529			94,952
OTHER ASSETS
Intangible assets, net		135,642			139,562
TOTAL ASSETS		307,171			234,514
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Related party line of credit	$	1,499,875		$	1,499,875
Accounts payable		489,375			488,784
Accrued compensation		13,656			2,917
Shareholder notes payable		595,837			595,837
Accrued expenses		250,006			231,080
TOTAL CURRENT LIABILITIES		2,848,749			2,818,493
Shareholder notes payable		239,231			239,231
TOTAL LIABILITIES	$	3,087,980		$	3,057,724
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value, 15,000,000 shares authorized; 13,828 issued and outstanding at March 31, 2017 and December 31, 2016 respectively		1			1
Common stock, $0.0001 par value, 250,000,000 shares authorized; 119,791,594 and 114,951,594 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively		11,979			11,495
Additional paid-in capital		24,345,484			23,979,943
Accumulated deficit		(27,138,273	)		(26,814,649	)
TOTAL STOCKHOLDERS’ DEFICIT		(2,780,809	)		(2,823,210	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	307,171		$	234,514

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

 4

VYSTAR CORPORATION 

STATEMENTS OF OPERATIONS

(unaudited)

	2017			2016
REVENUE	$	3,236		$	4,830
COST OF REVENUE		3,610			6,058
Gross Margin		(374	)		(1,228	)
OPERATING EXPENSES
General and administrative, including non-cash share-based compensation of $181,525 and $79,613 in 2017 and 2016, respectively		277,228			313,582
Total Operating Expenses		277,228			313,582
LOSS FROM OPERATIONS		(277,602	)		(314,810	)
OTHER INCOME (EXPENSE)
Interest income		—			1
Interest (expense)		(42,505	)		(39,648	)
Total Other Income (Expense)		(42,505	)		(39,647	)
LOSS FROM CONTINUING OPERATIONS		(320,107	)		(354,457	)
DISCONTINUED OPERATIONS		(3,517	)		31,528
NET LOSS	($	323,624	)	($	322,929	)
BASIC AND DILUTED LOSS PER SHARE:
Net loss per share	($	0.00	)	($	0.00	)
Basic and Diluted Weighted Average Number of Common Shares Outstanding		117,371,594			98,035,575

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

 5

VYSTAR CORPORATION 

STATEMENTS OF CASH FLOWS

(unaudited)

	Three months ended March 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	($	323,624	)	($	322,929	)
Adjustments to reconcile net loss to cash used in operating activities
Share-based compensation		181,525			79,613
Allowance for uncollectible accounts receivable		—			(42,868	)
Depreciation		—			278
Amortization of intangible assets		3,920			3,920
(Increase) decrease in assets
Accounts receivable		16,390			(4,810	)
Prepaid expenses		(29,095	)		94,654
Increase (decrease) in liabilities
Accounts payable		591			10,115
Accrued compensation and expenses		29,665			35,322
Net cash used in operating activities		(120,628	)		(146,705	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock, net of costs		184,500			70,000
Proceeds from exercise of common stock warrants		—			53,500
Net cash provided by financing activities		184,500			123,500
NET INCREASE (DECREASE) IN CASH		63,872			(23,205	)
CASH - BEGINNING OF PERIOD		36,282			29,059
CASH - END OF PERIOD	$	100,154		$	5,854
CASH PAID DURING THE PERIOD FOR
Interest	$	23,617		$	22,195

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

 6

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 periods ended March 31, 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 three-month periods ended March 31, 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 18,178,158 shares of common stock for the three months ended March 31, 2017 and 2016, respectively, as their effect would be anti-dilutive. Warrants to purchase 17,248,269 shares and 18,300,015 shares of common stock for the three months ended March 31, 2017 and 2016, 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.

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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 March 31, 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 March 31, 2017, the Company had cash of $100,154 and a deficit in working capital of $2,677,220. Further, at March 31, 2017, the accumulated deficit amounted to $27,138,273. 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 license fees, our credit facility, stock warrant exercises from existing shareholders and 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 $130 and $49,494 for the three-month periods ended March 31, 2017 and 2016, respectively. (Losses) gains from discontinued operations were ($3,517) and $31,528 for the three-month periods ended March 31, 2017 and 2016, respectively.

8 

NOTE 5 PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

	March 31, 2017			December 31, 2016
Furniture, fixtures and equipment	$	8,522		$	8,522
Accumulated depreciation		(8,522	)		(8,522	)
	$	—		$	—

Depreciation expense for the three months ended March 31, 2017 and 2016 was $0 and $278, respectively.

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:

	March 31, 2017			December 31, 2016
Patents	$	238,551		$	238,551
Trademarks & trade name		9,072			9,072
Subtotal		247,623			247,623
Accumulated amortization		(111,981	)		(108,061	)
Intangible assets, net	$	135,642		$	139,562

Amortization expense for the three months ended March 31, 2017 and 2016 was $3,920.

NOTE 7 INCOME TAXES

There is no income tax benefit recorded for the losses for the three months ended March 31, 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 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% (6.1786% at March 31, 2017), on amounts drawn and fees. The weighted average interest rate in effect on the borrowings for the three months ended March 31, 2017 was 6.0874%.

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 were amortized on a straight line basis over the remaining term of the CMA Note.

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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 months ended March 31, 2017 and March 31, 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:

	March 31, 2017			December 31, 2016
Long-term Shareholder notes	$	835,068		$	835,068
Accrued Interest		250,006			231,080
Less: current portion		(595,837	)		(595,837	)
Total long-term debt	$	489,237		$	470,311

Such notes with a face-value of $700,068 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. One note with a face-value of $135,000 is (i) unsecured, (ii) bears interest at an annual rate of five percent (5%) per annum, and (iii) is convertible into shares of common stock at a conversion rate of $0.05 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 March 31, 2017 of $1,085,074 including accrued interest, is approximately $0.055 per share or 19,751,237 shares of the Company’s common stock. The face value of the Shareholder Notes at March 31, 2017 is $835,068.

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 March 31, 2017 was $109,708. The Company has agreed to terms that pay off the Note over a period of time extending in to the fourth quarter of 2017.

NOTE 9 STOCKHOLDERS’ EQUITY

Common Stock and Warrants

As part of the November 2016 Private Placement Memorandum, the Company issued 3,690,000 shares of common stock to eleven (11) accredited investors during the period from January 1, 2017 to April 14, 2017. Total gross proceeds of the issuances were $184,500. 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.

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.

10 

At March 31, 2017, the 13,828 shares of outstanding preferred stock had accumulated undeclared dividends of $53,201, and could be converted into 3,829,610 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 $181,525 and $79,613 of stock-based compensation expense for the three-month periods ended March 31, 2017 and 2016, respectively, related to employee and board member stock options and common stock and warrants issued to nonemployees. As of March 31, 2017, $184,654 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 three months ended March 31, 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 March 31, 2017, there were 1,701,729 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 March 31, 2017. 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 three month period ended March 31, 2017. The following table summarizes all stock option activity of the Company for the period.

	Number of Shares		Weighted Average Grant Date Fair Value	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		$	0.21
Outstanding, March 31, 2017		8,298,271		$	0.16		4.60
Exercisable, March 31, 2017		6,358,271		$	0.21		6.09

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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		152.71	%
Risk-Free Interest Rate		2.00	%
Expected Life of Stock Awards – Years		6.73

The following table represents the Company’s warrant activity for the three months ended March 31, 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		1,145,937	$	0.13	$	0.14		6.60
Forfeited		20,000			$	0.68
Outstanding, March 31, 2017		17,248,269			$	0.10		5.90
Exercisable, March 31, 2017		16,951,908			$	0.10		6.00

The Company issued 1,145,937 warrants for services during the three months ended March 31, 2107 at exercise prices from $0.10 to $0.17 per share, exercisable over a period of 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 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 $150,351 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”). 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.

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.

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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

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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 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 other 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 started in November 2016 with licensing discussions and has now expanded to full container shipments with additional manufacturing plants set to come on throughout 2017.

We are 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.

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 and protein per European standards. This affects balloon manufacturers who make balloons in Europe as well as those that sell into 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.

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.

14

RESULTS OF OPERATIONS

Comparison of the Three Months Ended March 31, 2017 with the Three Months Ended March 31, 2016

	3 Months Ended March 31,																		Continuing						Consolidated
	2017									2016									$ change			% change			$ change			% change
	Continuing			Discontinued			Consolidated			Continuing			Discontinued			Consolidated
Revenue, net	$	3,236		$	130		$	3,366		$	4,830		$	49,494		$	54,324		($	1,594	)		(33.0	%)	($	50,958	)		(93.8	%)
Cost of revenue		3,610			20			3,630			6,058			23,201			29,259			(2,448	)		(40.4	%)		(25,629	)		(87.6	%)
Gross margin		(374	)		110			(264	)		(1,228	)		26,293			25,065			854			69.5	%		(25,329	)		(101.1	%)
Operating Expenses
General and administrative		277,228			3,589			280,817			313,582			(6,957	)		306,625			(36,354	)		(11.6	%)		(25,808	)		(8.4	%)
Total operating expenses		277,228			3,589			280,817			313,582			(6,957	)		306,625			(36,354	)		(11.6	%)		(25,808	)		(8.4	%)
Profit (Loss) from Operations		(277,602	)		(3,479	)		(281,081	)		(314,810	)		33,250			(281,560	)		37,208			11.8	%		479			0.2	%
Interest income		—			—			—			1			—			1			(1	)		(100.0	%)		(1	)		(100.0	%)
Interest (expense)		(42,505	)		(38	)		(42,543	)		(39,648	)		(1,722	)		(41,370	)		(2,857	)		(7.2	%)		(1,173	)		(2.8	%)
Total Other Income/Expense		(42,505	)		(38	)		(42,543	)		(39,647	)		(1,722	)		(41,369	)		(2,858	)		(7.2	%)		(1,174	)		(2.8	%)
Net loss	($	320,107	)	($	3,517	)	($	323,624	)	($	354,457	)	$	31,528		($	322,929	)	$	34,350			9.7	%	($	695	)		(0.2	%)

Revenues

Revenues for the three months ended March 31, 2017 and 2016 from the Company were $3,366 and $54,324, respectively, for a decrease of $50,958 or 93.8%. The decrease in revenues from operations was principally due to the closing of the Kiron division. Revenues for the three months ended March 31, 2017 and 2016 from the Company’s continuing operations were $3,236 and $4,830, respectively, for a decrease of $1,594 or 33.0%.  The decrease in revenues from continuing operations was due to decrease in Vytex licensing fees.  

For the Company, gross margin fell from $25,065 for the period ended March 31, 2016 to ($264) for the period ended March 31, 2017, a decrease of $25,329 or 101.1%.  Gross margin from continuing operations for the three months ended March 31, 2017 and 2016 was ($374) and ($1,228), respectively, for an increase of $854 or 69.5%.  Cost of revenue for the three months ended March 31, 2017 and 2016 was $3,610 and $6,058, respectively a decrease of $2,448 or 40.4%.

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 $280,817 and $306,625 for the three months ended March 31, 2017 and 2016, respectively, for a decrease of $25,808 or 8.4%. This was the result of a reduction in third-party consulting services. The Company’s operating expenses from continuing operations were $277,228 and $313,582 for the three months ended March 31, 2017 and 2016, respectively, for a decrease of 36,354 or 11.6%.

Other Income (Expense)

Other income (expense) for the three months ended March 31, 2017 consisted of interest expense of $42,543. This compares to interest expense of $41,370 for the three months ended March 31, 2016. The increase in interest expense for the quarter ended March 31, 2017 versus the same quarter in 2016 was attributable to an increase in the LIBOR index rate on the CMA Loan and the net addition of Shareholder Notes.

 15

Net Loss

Net loss was $323,624 and $322,929 for the three months ended March 31, 2017 and 2016, respectively, a decrease of $695 or 0.2% in the net loss. The smaller net loss the Company experienced in the quarter ended March 31, 2017 versus the same period in 2016 was primarily attributable to the reduction in third-party consulting service expense.

LIQUIDITY AND CAPITAL RESOURCES

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 March 31, 2017, the Company had cash of $100,154 and a deficit in working capital of $2,677,220.  Further, at March 31, 2017, the accumulated deficit amounted to $27,138,273.  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 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 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.

Sources and Uses of Cash

For the three months ended March 31, 2017 and 2016, net cash used in operations was $120,628 and $146,705 respectively. The negative cash flow for the three months ended March 31, 2017 resulted primarily from the net loss of $323,624, and an increase in prepaid expenses of $29,095 offset by non-cash charges related to non-cash share-based compensation expense of $181,525, a reduction in accounts receivable of $16,390, and an increase in accrued compensation and expenses of $29,665. The negative cash flow for the three months ended March 31, 2016 resulted primarily from the net loss of $322,929 and a decrease in allowance for uncollectible accounts receivable of $42,868 offset by non-cash charges related to non-cash share-based compensation expense of $79,613, prepaid expenses of $94,654, and accounts payable of $10,115.

For the three months ended March 31, 2017 and 2016, the company had no investing activity.

Net cash provided by financing activities for the three months ended March 31, 2017 was $184,500 from the sale of common stock. Net cash provided by financing activities for the three months ended March 31, 2016 was $70,000 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.

 16

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 March 31, 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 three 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 in for the three months ended March 31, 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 March 31, 2017, the Company issued 3,690,000 shares of common stock at $0.05 per share for $184,500.

(b)       Stock Option Grants

From December 31, 2016 through March 31, 2017, the Company had no stock option grants.

(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

 17

ITEM 4.         MINE SAFETY DISCLOSURES

 Not applicable

ITEM 5.         OTHER INFORMATION

 None

ITEM 6.         EXHIBITS 

	Exhibit Index
Number	Description
31 *	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 *	Certification of Chief Executive Officer, Chief Financial Officer pursuant 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

 18

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:  May 15, 2017	By:	/s/ William R. Doyle
		William R. Doyle
		President, Chief Executive Officer, Chief Financial Officer and Director

 19

EX-31

Vystar Corporation 10-Q

Exhibit 31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, William R. Doyle, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Vystar Corporation (the “Company”) for the quarter ended March 31, 2017;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and I have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision to ensure that material information relating to the Company is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: May 15, 2017	By:	/s/ William R. Doyle
		President, Chief Executive Officer, Chief Financial Officer and Director

EX-32

Vystar Corporation 10-Q

Exhibit 32

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vystar Corporation (the “Company”) on Form 10-Q for the Quarter Ended March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, William R. Doyle, President and Chief Executive Officer of the Company, and interim Chief Financial Officer of the Company, does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William R. Doyle

William R. Doyle

President, Chief Executive Officer, Chief Financial Officer and Director

A signed original of this written statement required by Section 906 has been provided to Vystar Corporation and will be retained by Vystar Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Vystar Corporation, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 15, 2017
Document And Entity Information
Entity Registrant Name	Vystar Corp
Entity Central Index Key	0001308027
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		119,791,594
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2016

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BALANCE SHEETS (unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
CURRENT ASSETS
Cash	$ 100,154	$ 36,282
Accounts receivable, net of allowance for uncollectible amount of $0 at March 31, 2017 and December 31, 2016	980	17,370
Prepaid expenses	70,395	41,300
TOTAL CURRENT ASSETS	171,529	94,952
OTHER ASSETS
Intangible assets, net	135,642	139,562
TOTAL ASSETS	307,171	234,514
CURRENT LIABILITIES
Related party line of credit	1,499,875	1,499,875
Accounts payable	489,375	488,784
Accrued compensation	13,656	2,917
Shareholder notes payable	595,837	595,837
Accrued expenses	250,006	231,080
TOTAL CURRENT LIABILITIES	2,848,749	2,818,493
Shareholders notes payable	239,231	239,231
TOTAL LIABILITIES	3,087,980	3,057,724
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value, 15,000,000 shares authorized; 13,828 issued and outstanding at March 31, 2017 and December 31, 2016 respectively	1	1
Common stock, $0.0001 par value, 250,000,000 shares authorized; 119,791,594 and 114,951,594 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	11,979	11,495
Additional paid-in capital	24,345,484	23,979,943
Accumulated deficit	(27,138,273)	(26,814,649)
TOTAL STOCKHOLDERS' DEFICIT	(2,780,809)	(2,823,210)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 307,171	$ 234,514

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BALANCE SHEETS (unaudited) (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Allowances, account receivable	$ 0	$ 0
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock,, shares authorized	15,000,000	15,000,000
Preferred stock,, shares issued	13,828	13,828
Preferred stock,, shares outstanding	13,828	13,828
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	119,791,594	114,951,593
Common stock, shares outstanding	119,791,594	114,951,593

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STATEMENTS OF OPERATIONS (unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
REVENUE	$ 3,236	$ 4,830
COST OF REVENUE	3,610	6,058
Gross margin	(374)	(1,228)
OPERATING EXPENSES
General and administrative, including non-cash share-based compensation of $181,525 and $79,613 in 2017 and 2016, respectively	277,228	313,582
Total Operating Expenses	277,228	313,582
LOSS FROM OPERATIONS	(277,602)	(314,810)
OTHER INCOME (EXPENSE)
Interest income		1
Interest expense	(42,505)	(39,648)
Total Other Income (Expense)	(42,505)	(39,647)
LOSS FROM CONTINUING OPERATIONS	(320,107)	(354,457)
DISCONTINUED OPERATIONS	(3,517)	31,528
NET LOSS	$ (323,624)	$ (322,929)
BASIC AND DILUTED LOSS PER SHARE:
Net loss per share	$ 0.00	$ 0.00
Basic and Diluted Weighted Average Number of Common Shares Outstanding (in shares)	117,371,594	98,035,575

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STATEMENTS OF OPERATIONS (unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Share-based compensation	$ 181,525	$ 79,613

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STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (323,624)	$ (322,929)
Adjustments to reconcile net loss to cash used in operating activities:
Share-based compensation	181,525	79,613
Allowance for uncollectible accounts receivable		(42,868)
Depreciation	0	278
Amortization of intangible assets	3,920	3,920
Decrease in assets
Accounts receivable	16,390	(4,810)
Prepaid expenses	(29,095)	94,654
Increase (decrease) in liabilities
Accounts payable	591	10,115
Accrued compensation and expenses	29,665	35,322
Net cash used in operating activities	(120,628)	(146,705)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock, net of costs	184,500	70,000
Proceeds from exercise of common stock warrants		53,500
Net cash provided by financing activities	184,500	123,500
NET INCREASE (DECREASE) IN CASH	63,872	(23,205)
CASH - BEGINNING OF PERIOD	36,282	29,059
CASH - END OF PERIOD	100,154	5,854
CASH PAID DURING THE PERIOD FOR
Interest	$ 23,617	$ 22,195

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DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2017

Description Of Business

DESCRIPTION OF BUSINESS

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.

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BASIS OF PRESENTATION SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

BASIS OF PRESENTATION SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 periods ended March 31, 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 three-month periods ended March 31, 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 18,178,158 shares of common stock for the three months ended March 31, 2017 and 2016, respectively, as their effect would be anti-dilutive. Warrants to purchase 17,248,269 shares and 18,300,015 shares of common stock for the three months ended March 31, 2017 and 2016, 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 March 31, 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.

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LIQUIDITY AND GOING CONCERN

3 Months Ended

Mar. 31, 2017

Liquidity And Going Concern

LIQUIDITY AND GOING CONCERN

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 March 31, 2017, the Company had cash of $100,154 and a deficit in working capital of $2,677,220. Further, at March 31, 2017, the accumulated deficit amounted to $27,138,273. 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 license fees, our credit facility, stock warrant exercises from existing shareholders and 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.

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DISCONTINUED OPERATIONS

3 Months Ended

Mar. 31, 2017

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

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 $130 and $49,494 for the three-month periods ended March 31, 2017 and 2016, respectively. (Losses) gains from discontinued operations were ($3,517) and $31,528 for the three-month periods ended March 31, 2017 and 2016, respectively.

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PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2017

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 5 PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

	March 31, 2017			December 31, 2016
Furniture, fixtures and equipment	$	8,522		$	8,522
Accumulated depreciation		(8,522	)		(8,522	)
	$	—		$	—

Depreciation expense for the three months ended March 31, 2017 and 2016 was $0 and $278, respectively.

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INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

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:

	March 31, 2017			December 31, 2016
Patents	$	238,551		$	238,551
Trademarks & trade name		9,072			9,072
Subtotal		247,623			247,623
Accumulated amortization		(111,981	)		(108,061	)
Intangible assets, net	$	135,642		$	139,562

Amortization expense for the three months ended March 31, 2017 and 2016 was $3,920.

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INCOME TAXES

3 Months Ended

Mar. 31, 2017

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 7 INCOME TAXES

There is no income tax benefit recorded for the losses for the three months ended March 31, 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.

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NOTES PAYABLE AND LOAN FACILITY

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

NOTES PAYABLE AND LOAN FACILITY

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% (6.1786% at March 31, 2017), on amounts drawn and fees. The weighted average interest rate in effect on the borrowings for the three months ended March 31, 2017 was 6.0874%.

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 were 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 months ended March 31, 2017 and March 31, 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:

	March 31, 2017			December 31, 2016
Long-term Shareholder notes	$	835,068		$	835,068
Accrued Interest		250,006			231,080
Less: current portion		(595,837	)		(595,837	)
Total long-term debt	$	489,237		$	470,311

Such notes with a face-value of $700,068 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. One note with a face-value of $135,000 is (i) unsecured, (ii) bears interest at an annual rate of five percent (5%) per annum, and (iii) is convertible into shares of common stock at a conversion rate of $0.05 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 March 31, 2017 of $1,085,074 including accrued interest, is approximately $0.055 per share or 19,751,237 shares of the Company’s common stock. The face value of the Shareholder Notes at March 31, 2017 is $835,068.

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 March 31, 2017 was $109,708. The Company has agreed to terms that pay off the Note over a period of time extending in to the fourth quarter of 2017.

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STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2017

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 9 STOCKHOLDERS’ EQUITY

Common Stock and Warrants

As part of the November 2016 Private Placement Memorandum, the Company issued 3,690,000 shares of common stock to eleven (11) accredited investors during the period from January 1, 2017 to April 14, 2017. Total gross proceeds of the issuances were $184,500. 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.

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 March 31, 2017, the 13,828 shares of outstanding preferred stock had accumulated undeclared dividends of $53,201, and could be converted into 3,829,610 shares of common stock, at the option of the holder.

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SHARE-BASED COMPENSATION

3 Months Ended

Mar. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

SHARE-BASED COMPENSATION

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 $181,525 and $79,613 of stock-based compensation expense for the three-month periods ended March 31, 2017 and 2016, respectively, related to employee and board member stock options and common stock and warrants issued to nonemployees. As of March 31, 2017, $184,654 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 three months ended March 31, 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 March 31, 2017, there were 1,701,729 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 March 31, 2017. 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 three month period ended March 31, 2017. The following table summarizes all stock option activity of the Company for the period.

	Number of Shares		Weighted Average Grant Date Fair Value	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		$	0.21
Outstanding, March 31, 2017		8,298,271		$	0.16		4.60
Exercisable, March 31, 2017		6,358,271		$	0.21		6.09

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		152.71	%
Risk-Free Interest Rate		2.00	%
Expected Life of Stock Awards – Years		6.73

The following table represents the Company’s warrant activity for the three months ended March 31, 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		1,145,937	$	0.13	$	0.14		6.60
Forfeited		20,000			$	0.68
Outstanding, March 31, 2017		17,248,269			$	0.10		5.90
Exercisable, March 31, 2017		16,951,908			$	0.10		6.00

The Company issued 1,145,937 warrants for services during the three months ended March 31, 2107 at exercise prices from $0.10 to $0.17 per share, exercisable over a period of 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 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 $150,351 and is recorded as noncash share-based compensation expense as vesting occurs.

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BASIS OF PRESENTATION SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Estimates

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

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

Loss Per Share

Because the Company reported a net loss for the three-month periods ended March 31, 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 18,178,158 shares of common stock for the three months ended March 31, 2017 and 2016, respectively, as their effect would be anti-dilutive. Warrants to purchase 17,248,269 shares and 18,300,015 shares of common stock for the three months ended March 31, 2017 and 2016, respectively, were also excluded from the computation of diluted loss per share as their effect would be anti-dilutive.

Revenues

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

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 March 31, 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.

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PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2017

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment consists of the following:

	March 31, 2017			December 31, 2016
Furniture, fixtures and equipment	$	8,522		$	8,522
Accumulated depreciation		(8,522	)		(8,522	)
	$	—		$	—

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INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

Intangible assets are as follows:

	March 31, 2017			December 31, 2016
Patents	$	238,551		$	238,551
Trademarks & trade name		9,072			9,072
Subtotal		247,623			247,623
Accumulated amortization		(111,981	)		(108,061	)
Intangible assets, net	$	135,642		$	139,562

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NOTES PAYABLE AND LOAN FACILITY (Tables)

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

Schedule of Shareholder Notes Payable

The following table summarizes the shareholder notes payable:

	March 31, 2017			December 31, 2016
Long-term Shareholder notes	$	835,068		$	835,068
Accrued Interest		250,006			231,080
Less: current portion		(595,837	)		(595,837	)
Total long-term debt	$	489,237		$	470,311

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SHARE-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of stock option activity

There were no options granted during the three month period ended March 31, 2017. The following table summarizes all stock option activity of the Company for the period.

	Number of Shares		Weighted Average Grant Date Fair Value	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		$	0.21
Outstanding, March 31, 2017		8,298,271		$	0.16		4.60
Exercisable, March 31, 2017		6,358,271		$	0.21		6.09

Schedule of weighted-average assumptions used in the option pricing model for stock warrant grants

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		152.71	%
Risk-Free Interest Rate		2.00	%
Expected Life of Stock Awards – Years		6.73

Schedule of warrant activity

The following table represents the Company’s warrant activity for the three months ended March 31, 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		1,145,937	$	0.13	$	0.14		6.60
Forfeited		20,000			$	0.68
Outstanding, March 31, 2017		17,248,269			$	0.10		5.90
Exercisable, March 31, 2017		16,951,908			$	0.10		6.00

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BASIS OF PRESENTATION SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Stock Options [Member]
Antidilutive securities excluded from computation of earnings per share, amount	8,298,271	18,178,158
Warrant [Member]
Antidilutive securities excluded from computation of earnings per share, amount	17,248,269	18,300,015

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LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Liquidity And Going Concern Details Narrative
Cash	$ 100,154	$ 36,282	$ 5,854	$ 29,059
Working capital deficit	2,677,220
Accumulated deficit	$ (27,138,273)	$ (26,814,649)

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DISCONTINUED OPERATIONS (Details Narrative) - Kiron Division [Member] - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue from discontinued operations	$ 130	$ 49,494
Gain (loss) from discontinued operations	$ (3,517)	$ 31,528

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PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 0	$ 278

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PROPERTY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Furniture, fixtures and equipment, gross	$ 8,522	$ 8,522
Accumulated depreciation	(8,522)	(8,522)
Furniture, fixtures and equipment, net

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INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 3,920	$ 3,920

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INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Patents	$ 238,551	$ 238,551
Trademarks & trade name	9,072	9,072
Subtotal	247,623	247,623
Accumulated amortization	(111,981)	(108,061)
Intangible assets, net	$ 135,642	$ 139,562

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NOTES PAYABLE AND LOAN FACILITY (Details Narrative) - USD ($)					3 Months Ended
	Apr. 29, 2013	Nov. 02, 2012	Sep. 14, 2011	Apr. 29, 2011	Mar. 31, 2017	Dec. 31, 2016	Aug. 15, 2016
Grant of warrants					1,145,937
Total number of warrants outstanding					17,248,269	16,122,332
Number of warrants forfeited					20,000
Shareholders Convertible Promissory Notes [Member]
Shareholder notes payable					$ 700,068
Shareholder notes payable plus accrued interest					1,085,074
Debt instrument face amount					$ 835,068
Debt instrument interest rate					10.00%
Conversion price of debt (per share)					$ .05
Average conversion price of debt (per share)					$ .055
Conversion of debt equivalent shares					19,751,237
Shareholders Convertible Promissory Notes [Member] | Maximum [Member]
Conversion price of debt (per share)					$ .10
Convertible Promissory Note [Member]
Debt instrument face amount					$ 135,000
Debt instrument interest rate					5.00%
Conversion price of debt (per share)					$ 0.05
Shareholder Promissory Note [Member]
Shareholder notes payable plus accrued interest					$ 109,708
Debt instrument face amount							$ 100,000
Warrant [Member]
Total number of warrants outstanding					362,219
Warrant [Member] | Maximum [Member]
Warrant exercise price (per share)					$ .17
CMA Note [Member]
Increase in line of credit			$ 200,000
Line of Credit Facility, Maximum Borrowing Capacity		$ 1,500,000	$ 1,000,000	$ 800,000
Basis Spread on Variable Rate, During Period				5.25%
Debt, Interest Rate				6.1786%
Debt, Weighted Average Interest Rate				6.0874%
Warrant exercise price (per share)		$ 0.35	$ 0.27
CMA Note [Member] | Warrant [Member]
Grant of warrants		2,100,000	1,600,000	2,600,000
Warrant exercise price (per share)	$ 0.10			$ 0.45
Percentage of Common Stock Shares Vested Immediately on Directors by Conversion of Warrants				20.00%
Percentage of Common Stock Shares Vesting on Directors Upon Each Draw by Conversion of Warrants				10.00%
Minimum Amount of Line of Credit Drawn For Vesting of Portion of Common Stock Granted to Directors As Compensation				$ 100,000
Total number of warrants outstanding	6,300,000
Number of warrants forfeited	630,000

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NOTES PAYABLE AND LOAN FACILITY (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Long-term Shareholder notes	$ 835,068	$ 835,068
Accrued Interest	250,006	231,080
Shareholder notes payable - current portion	(595,837)	(595,837)
Total Shareholder Notes Payable	$ 489,237	$ 470,311

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STOCKHOLDERS' EQUITY (Details Narrative)			3 Months Ended
	Mar. 15, 2017 shares	May 02, 2013 USD ($) $ / shares shares	Apr. 14, 2017 USD ($) NumberOfAccreditedInvestors shares	Mar. 31, 2017 USD ($) shares	Dec. 31, 2016 shares
Preferred stock,, shares outstanding				13,828	13,828
Accumulated undeclared dividends of preferred stock | $				$ 53,201
Number of shares issuable upon conversion of preferred stock				3,829,610
10% Series A Cumulative Convertible Preferred Stock [Member]
Preferred stock, shares in private placement offering		200,000
Price per share | $ / shares		$ 10
Preferred stock value in private placement offering | $		$ 2,000,000
Preferred stock, dividend rate		10.00%
Preferred stock, stated conversion rate | $ / shares		$ 0.075
10% Series A Cumulative Convertible Preferred Stock [Member] | Additional Investment [Member]
Preferred stock, stated conversion rate | $ / shares		$ 0.05
Additional investment lowering conversion price | $		$ 25,000
Business Development Agreement - Joseph Savanyo [Member]
Common stock and warrants issued for services, shares	750,000
Business Development Agreement - FMW Media Works [Member]
Common stock and warrants issued for services, shares	400,000
November 2016 Private Placement [Member]
Number of accredited investors of private placcement | NumberOfAccreditedInvestors			11
Common stock issued in private placement | $			$ 3,690,000
Common stock issued in private placement, shares			184,500

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SHARE-BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2014	Apr. 30, 2009	Jan. 01, 2004
Share-based compensation	$ 181,525	$ 79,613
Unrecognized compensation cost for non-vested awards	184,654
Share-based compensation - stock options	$ 55,143	$ 48,523
Period for recognizition of non-vested awards compensation cost	5 years
Non-vested warrants granted	17,248,269		16,122,332
Warrant [Member]
Term of the award	10 years
Non-vested warrants granted	362,219
Fair value grant date of warrants	$ 150,351
Warrant [Member] | Minimum [Member]
Warrant exercise price	$ .10
Warrant [Member] | Maximum [Member]
Warrant exercise price	$ .17
Stock Option Plan [Member]
Number of shares authorized under stock option plan				5,000,000	10,000,000	4,000,000
Number of shares reserved for issuance	1,701,729
Vesting period of stock options	4 years
Exercisable period of stock options	10 years

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SHARE-BASED COMPENSATION (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Number of options:
Number of Options outstanding	9,418,271
Number of Options granted	500,000
Number of Options expired	1,120,000
Number of Options outstanding	8,298,271	9,418,271
Number of Options exercisable	6,358,271
Weighted Average Exercise Price:
Options outstanding	$ .16
Options expired	.21
Options outstanding	.16	$ .16
Options exercisable	$ .21
Weighted Average Remaining Contractual Life (Years)
Options outstanding	4 years 7 months 6 days	4 years 5 months 5 days
Options exercisable	6 years 1 month 2 days

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SHARE-BASED COMPENSATION (Details 1) - Warrant [Member]	3 Months Ended
	Mar. 31, 2017
Expected Dividend Rate	0.00%
Expected Volatility in Stock price	152.71%
Risk Free Interest Rate	2.00%
Expected Term	10 years

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SHARE-BASED COMPENSATION (Details 2) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Number of Warrant:
Number of Warrant outstanding, beginning	16,122,332
Number of Warrant granted	1,145,937
Number of Warrant forfeited	20,000
Number of Warrant outstanding, ending	17,248,269	16,122,332
Number of Warrant exercisable	16,951,908
Warrant Weighted Average Exercise Price:
Warrant outstanding, beginning	$ 0.10
Warrant granted	.14
Warrant forfeited	.68
Warrant outstanding, ending	.10	$ 0.10
Warrant exercisable	$ 0.10
Weighted Average Remaining Contractual Life
Warrant outstanding	5 years 10 months 25 days	6 years 1 month 6 days
Warrant granted	6 years 7 months 6 days
Warrant exercisable	6 years
Weighted average grant date fair value	$ .13