UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30,~~ ~~2021~~March 31, 2022

☐	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.)

725 Southbridge St

Worcester, MA 01610

(Address of Principal Executive Offices, Zip Code)

(508) 791-9114

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
NONE		NONE		NONE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

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

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☒
(Do not check if a smaller reporting company)		Emerging growth company ☐

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

Class		Outstanding as of ~~November 22, 2021~~June 8, 2022
Preferred Stock, $0.0001 par value per share		8,698 shares
Common Stock, $0.0001 par value per share		~~1,294,145,560~~1,294,125,560 shares

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, ~~2020.~~2021. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. In any event, these and other crucial factors, including those set forth in Item 1A - “Risk Factors” of our Form 10-K for the year ended December 31, ~~2020~~2021 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” or “Vystar” in this Quarterly Report on Form 10-Q mean Vystar Corporation, and affiliates.

VYSTAR CORPORATION

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER 30, 2021~~MARCH 31, 2022

INDEX

Part I. Financial Information

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets at ~~September 30, 2021~~March 31, 2022 (unaudited) and December 31, ~~2020~~2021	4

	Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 (unaudited) and 2021 (unaudited) ~~and 2020 (unaudited)~~	5

	Condensed Consolidated Statements of Stockholders’ Deficit for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 (unaudited) and 2021 (unaudited) ~~and 2020 (unaudited)~~	6-7

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2022 (unaudited) and 2021 (unaudited) ~~and 2020 (unaudited)~~	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	37

Part II. Other Information

Item 1.	Legal Proceedings	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3.	Defaults Upon Senior Securities	39

Item 4.	~~Controls and Procedures~~	40

~~Part II. Other Information~~

~~Item 1.~~	~~Legal Proceedings~~	41

~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	41

~~Item 3.~~	~~Defaults Upon Senior Securities~~	41

~~Item 4.~~	Mine Safety Disclosures	4139

Item 5.	Other Information	4139

Item 6.	Exhibits	4139

SIGNATURES		4240

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VYSTAR CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,			March 31,			December 31,
	2021			2020			2022			2021
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash	$	346,631		$	620,539		$	172,340		$	151,175
Accounts receivable, net		442,252			236,106			51,485			68,541
Other receivables								837,954			875,362
Inventories		5,431,236			6,546,481			3,726,933			3,784,420
Investments - equity securities, at fair value		-			127,910
Prepaid expenses and other		501,804			565,550			301,426			337,013
Deferred commission costs		82,350			106,954			65,186			73,625

Total current assets		6,804,273			8,203,540			5,155,324			5,290,136

Property and equipment, net		914,138			1,631,651			767,831			832,099

Operating lease right-of-use assets		8,005,031			9,199,730			7,565,589			7,776,978

Finance lease right-of-use assets, net		593,024			730,761			511,659			551,037

Other assets:
Intangible assets, net		1,550,200			1,835,987			1,122,558			1,208,870
Goodwill		460,301			460,301			460,301			460,301
Inventories, long-term		277,693			438,161			466,012			657,177
Deferred commission costs, net of current portion		75,612			134,213			47,432			60,586
Other		41,253			26,253			5,274			20,274

Total other assets		2,405,059			2,894,915			2,101,577			2,407,208

Total assets	$	18,721,525		$	22,660,597		$	16,101,980		$	16,857,458

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	4,517,282		$	4,830,143		$	5,302,645		$	5,149,570
Accrued expenses		1,163,707			3,422,796			931,114			897,420
Stock subscription payable		1,125,421			2,589,556			1,381,806			1,247,549
Operating lease liabilities - current maturities		687,000			1,095,500			630,000			634,000
Finance lease liabilities - current maturities		147,000			172,900			126,000			134,000
Shareholder, convertible and contingently convertible notes payable and accrued interest - current maturities		1,373,380			1,046,059			1,404,427			1,388,904
Related party debt - current maturities		332,000			1,537,000			1,958,000			1,487,000
Unearned revenue		1,246,790			1,904,256			955,884			880,204
Derivative liabilities		1,833,100			1,766,700			1,721,100			1,778,100

Related party advances								40,000			-
Total current liabilities		12,425,680			18,364,910			14,450,976			13,596,747

Long-term liabilities:
Term notes		-			1,402,900
Operating lease liabilities, net of current maturities		5,820,259			6,515,103			5,510,718			5,683,736
Finance lease liabilities, net of current maturities		472,605			577,192			414,272			443,882
Unearned revenue, net of current maturities		300,716			523,515			189,720			241,991
Related party debt, net of current maturities and debt discount		3,879,934			2,035,934			2,386,868			2,791,401

Total long-term liabilities		10,473,514			11,054,644			8,501,578			9,161,010

Total liabilities		22,899,194			29,419,554			22,952,554			22,757,757

Stockholders’ deficit:
Convertible preferred stock, $0.0001 par value 15,000,000 shares authorized; 8,698 and 13,698 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively (liquidation preference of $72,357 and $100,698 at September 30, 2021 and December 31, 2020, respectively)		1			1
Common stock, $0.0001 par value, 1,500,000,000 shares authorized; 1,294,175,560 and 1,199,931,717 shares issued at September 30, 2021 and December 31, 2020, respectively, and 1,294,145,560 and 1,199,901,717 shares outstanding at September 30, 2021 and December 31, 2020, respectively		129,415			119,990
Convertible preferred stock, $0.0001 par value 15,000,000 shares authorized; 8,698 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively (liquidation preference of $76,706 and $74,531 at March 31, 2022 and December 31, 2021 , respectively)								1			1
Common stock, $0.0001 par value, 1,500,000,000 shares authorized; 1,294,175,560 shares issued at March 31, 2022 and December 31, 2021, and 1,294,125,560 and 1,294,145,560 shares outstanding at March 31, 2022 and December 31, 2021, respectively								129,415			129,415
Additional paid-in capital		43,719,698			41,233,471			43,727,082			43,723,389
Accumulated deficit		(49,450,911	)		(48,713,184	)		(52,184,870	)		(51,410,516	)
Common stock in treasury, at cost; 30,000 shares		(30	)		(30	)
Common stock in treasury, at cost; 50,000 and 30,000 shares at March 31, 2022 and December 31, 2021, respectively								(32	)		(30	)

Total Vystar stockholders’ deficit		(5,601,827	)		(7,359,752	)		(8,328,404	)		(7,557,741	)

Noncontrolling interest		1,424,158			600,795			1,477,830			1,657,442

Total stockholders’ deficit		(4,177,669	)		(6,758,957	)		(6,850,574	)		(5,900,299	)

Total liabilities and stockholders’ deficit	$	18,721,525		$	22,660,597		$	16,101,980		$	16,857,458

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

VYSTAR CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

2021 2020 2021 2020
Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020

Revenue $ 4,066,597 $ 5,544,563 $ 23,150,720 $ 13,865,707

Cost of revenue 1,932,290 2,527,403 10,576,205 6,450,421

Gross profit 2,134,307 3,017,160 12,574,515 7,415,286

Operating expenses:
Salaries, wages and benefits 1,188,835 1,535,449 4,713,623 3,655,162
Share-based compensation 207,382 716,161 623,501 1,024,788
Agent fees 312,214 579,750 2,641,654 635,919
Professional fees 124,285 311,514 343,246 855,397
Advertising 365,369 469,383 1,774,022 1,150,540
Rent 331,056 300,965 967,287 894,275
Service charges 147,466 132,542 456,481 360,465
Depreciation and amortization 193,158 249,834 577,539 737,682
Other operating 812,817 892,239 2,490,302 2,161,852

Total operating expenses 3,682,582 5,187,837 14,587,655 11,476,080

Loss from operations (1,548,275 ) (2,170,677 ) (2,013,140 ) (4,060,794 )

Other income (expense):
Gain (loss) on settlement of debt, net - (1,419,461 ) 2,675,926 (1,419,461 )
Interest expense, net (186,732 ) (430,711 ) (540,062 ) (1,646,104 )
Change in fair value of derivative liabilities (88,200 ) 143,000 (1,400 ) (336,900 )
Loss on legal settlement - (101,000 ) - (101,000 )
Other income (expense), net (135,612 ) 15,316 (35,688 ) 35,990

Total other income (expense), net (410,544 ) (1,792,856 ) 2,098,776 (3,467,475 )

Net income (loss) (1,958,819 ) (3,963,533 ) 85,636 (7,528,269 )

Net (income) loss attributable to noncontrolling interest 439,512 372,759 (823,363 ) 703,846

Net loss attributable to Vystar $ (1,519,307 ) $ (3,590,774 ) $ (737,727 ) $ (6,824,423 )

Loss per share:
Basic $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.01 )
Diluted $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.01 )
Weighted average number of common shares
outstanding
Basic 1,281,650,465 1,159,968,315 1,262,724,051 1,159,968,315
Diluted 1,281,650,465 1,159,968,315 1,262,724,051 1,159,968,315
~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~
2022 2021
Three Months Ended
March 31,
2022 2021

Revenue $ 3,839,258 $ 12,868,119

Cost of revenue 1,660,274 6,076,840

Gross profit 2,178,984 6,791,279

Operating expenses:
Salaries, wages and benefits 908,482 1,949,139
Share-based compensation 137,948 204,696
Agent fees 418,179 1,251,873
Professional fees 189,403 20,183
Advertising 293,488 865,178
Rent 183,727 316,615
Service charges 107,172 224,516
Depreciation and amortization 150,580 192,009
Other operating 655,614 796,413

Total operating expenses 3,044,593 5,820,622

Operating income (loss) (865,609 ) 970,657

Other income (expense):
Interest expense (179,309 ) (175,847 )
Change in fair value of derivative liabilities 57,000 (129,000 )
Gain on settlement of debt, net - 1,247,635
Other income, net 33,952 57,747

Total other income (expense), net (88,357 ) 1,000,535

Net income (loss) (953,966 ) 1,971,192

Net (income) loss attributable to noncontrolling interest 179,612 (1,053,065 )

Net income (loss) attributable to Vystar $ (774,354 ) $ 918,127

Income (loss) per share:
Basic $ (0.00 ) $ 0.00
Diluted $ (0.00 ) $ 0.00

Weighted average number of common shares outstanding:
Basic 1,294,132,449 1,241,705,734
Diluted 1,294,132,449 1,241,905,734

5

VYSTAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30, 2021~~MARCH 31, 2022
(Unaudited)

Shares Stock Shares Stock Capital Deficit Shares Stock Deficit Interest Deficit
Attributable to Vystar
Number Number Number Total
of of Additional of Vystar Total
Preferred Preferred Common Common Paid-in Accumulated Treasury Treasury Stockholders’ Noncontrolling Stockholders’
Shares Stock Shares Stock Capital Deficit Shares Stock Deficit Interest Deficit

Ending balance December 31, 2020 13,698 $ 1 1,199,931,717 $ 119,990 $ 41,233,471 $ (48,713,184 ) (30,000 ) $ (30 ) $ (7,359,752 ) $ 600,795 $ (6,758,957 )

Common stock issued for services 49,371,733 4,938 1,399,154 1,404,092 1,404,092

Common stock issued for settlement of related party payable 11,364,904 1,136 334,129 335,265 335,265

Share based compensation - options 4,916 4,916 4,916

Common stock issued for cash received in prior period 1,666,667 167 24,833 25,000 25,000

Preferred stock conversion (5,000 ) 1,767,945 177 (177 ) - -

Common stock issued for settlement of loan
Common stock issued for settlement of loan,shares
Net income - - - - - 918,127 - - 918,127 1,053,065 1,971,192

Ending balance March 31, 2021 8,698 1 1,264,102,966 126,408 42,996,326 (47,795,057 ) (30,000 ) (30 ) (4,672,352 ) 1,653,860 (3,018,492 )

Share based compensation - options 3,691 3,691 3,691

Net income (loss) - - - - - (136,547 ) - - (136,547 ) 209,810 73,263
��
Ending balance June 30, 2021 8,698 1 1,264,102,966 126,408 43,000,017 (47,931,604 ) (30,000 ) (30 ) (4,805,208 ) 1,863,670 (2,941,538 )

Common stock issued for services 29,205,927 2,920 703,077 705,997 705,997

Share based compensation - options 3,691 3,691 3,691

Common stock issued for cash received in prior period 866,667 87 12,913 13,000 13,000

Net loss - - - - - (1,519,307 ) - - (1,519,307 ) (439,512 ) (1,958,819 )

Ending balance September 30, 2021 8,698 $ 1 1,294,175,560 $ 129,415 $ 43,719,698 $ (49,450,911 ) (30,000 ) $ (30 ) $ (5,601,827 ) $ 1,424,158 $ (4,177,669 )
Shares Stock Shares Stock Capital Deficit Shares Stock Deficit Interest Deficit
Attributable to Vystar
Number of Number of Additional Number of Total Vystar Total
Preferred Preferred Common Common Paid-in Accumulated Treasury Treasury Stockholders’ Noncontrolling Stockholders’
Shares Stock Shares Stock Capital Deficit Shares Stock Deficit Interest Deficit

Ending balance December 31, 2021           8,698 $ 1 1,294,175,560 $ 129,415 $ 43,723,389 $ (51,410,516 )      (30,000 ) $ (30 ) $ (7,557,741 ) $ 1,657,442 $ (5,900,299 )

Share-based compensation - options 3,691 3,691 3,691

Retirement of treasury stock 2 (20,000 ) (2 ) -

Net loss - - - - - (774,354 ) - - (774,354 ) (179,612 ) (953,966 )

Ending balance March 31, 2022 8,698 $ 1 $ 1,294,175,560 $ 129,415 $ 43,727,082 $ (52,184,870 ) $ (50,000 ) $ (32 ) $ (8,328,404 ) $ 1,477,830 $ (6,850,574 )

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

6

VYSTAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30, 2020~~MARCH 31, 2021
(Unaudited)
Attributable to Vystar
Number Number Number Total
of of Additional of Vystar Total
Preferred Preferred Common Common Paid-in Accumulated Treasury Treasury Stockholders’ Noncontrolling Stockholders’
Shares Stock Shares Stock Capital Deficit Shares Stock Deficit Interest Deficit

Ending balance December 31, 2019 13,828 $ 1 1,105,762,080 $ 110,573 $ 38,436,607 $ (41,104,967 ) (30,000 ) $ (30 ) $ (2,557,816 ) $ 1,325,272 $ (1,232,544 )

Share based compensation - options 5,562 5,562 5,562

Net loss - - - - - (1,367,377 ) - - (1,367,377 ) (110,946 ) (1,478,323 )

Ending balance March 31, 2020 13,828 1 1,105,762,080 110,573 38,442,169 (42,472,344 ) (30,000 ) (30 ) (3,919,631 ) 1,214,326 (2,705,305 )

Share based compensation - options 5,562 5,562 5,562

Net loss - - - - - (1,866,272 ) - - (1,866,272 ) (220,141 ) (2,086,413 )

Ending balance June 30, 2020 13,828 1 1,105,762,080 110,573 38,447,731 (44,338,616 ) (30,000 ) (30 ) (5,780,341 ) 994,185 (4,786,156 )
Beginning balance June 30, 2020 13,828 1 1,105,762,080 110,573 38,447,731 (44,338,616 ) (30,000 ) (30 ) (5,780,341 ) 994,185 (4,786,156 )

Common stock issued for services 12,941,878 1,294 259,325 260,619 260,619

Common stock issued for settlement of loan 41,250,000 4,125 1,769,625 1,773,750 1,773,750

Share based compensation - options 5,832 5,832 5,832

Preferred stock conversion (130 ) 44,357 4 (4 ) - -

Net loss - - - - - (3,590,774 ) - - (3,590,774 ) (372,759 ) (3,963,533 )

Net income (loss) - - - - - (3,590,774 ) - - (3,590,774 ) (372,759 ) (3,963,533 )
Ending balance September 30, 2020 13,698 $ 1 1,159,998,315 $ 115,996 $ 40,482,509 $ (47,929,390 ) (30,000 ) $ (30 ) $ (7,330,914 ) $ 621,426 $ (6,709,488 )
~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~
7
~~VYSTAR CORPORATION~~
~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~
~~(Unaudited)~~
2021 2020
Nine Months Ended
September 30,
2021 2020
Cash flows from operating activities:
Net income (loss) $ 85,636 $ (7,528,269 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
(Gain) loss on settlement of debt, net (2,675,926 ) 1,419,461
Share-based compensation 623,501 1,024,788
Depreciation 289,569 424,965
Bad debts 132,702 14,150
Amortization of intangible assets 287,970 312,717
Noncash lease expense 229,093 96,612
Unamortized term debt issuance costs - 16,500
Amortization of debt discount 26,335 720,916
Change in fair value of derivative liabilities 1,400 336,900
Interest expense on issuance of common stock - 160,000
Loss on sale of property and equipment 170,801 -
Gain on sale of investments (16,300 ) -
Net unrealized loss on available-for-sale investments - 47,578
(Increase) decrease in assets:
Accounts receivable (338,848 ) (135,145 )
Inventories 1,275,713 (818,516 )
Prepaid expenses and other 163,492 409,797
Deferred commission costs 83,205 72,965
Increase (decrease) in liabilities:
Accounts payable (149,465 ) (1,317,889 )
Accrued expenses and interest payable (2,077,141 ) 1,550,909
Unearned revenue (880,266 ) 837,617

Net cash used in operating activities (2,768,529 ) (2,353,944 )

Cash flows from investing activities:
Acquisition of property and equipment (54,157 ) (130,195 )
Proceeds from the sale of property and equipment 311,300 -
Proceeds from the sale of investments 144,210 -
Patents and trademark fees (2,183 ) (3,683 )

Net cash provided by (used in) investing activities 399,170 (133,878 )

Cash flows from financing activities:
Net repayments on line of credit - (210,200 )
Proceeds from issuance of term debt 1,402,900 2,211,400
Proceeds from issuance of convertible notes payable
290,000 -
Repayment of term debt - (794,106 )
Repayment of finance lease obligations (130,488 ) (128,464 )
Proceeds from the issuance of notes - related parties 533,039 645,000
Advances from stock subscription receivable - 714,500
Proceeds from stock subscription receivable - 49,250

Net cash provided by financing activities 2,095,451 2,487,380

Net decrease in cash (273,908 ) (442 )

Cash - beginning of period 620,539 72,355

Cash - end of period $ 346,631 $ 71,913

Cash paid during the period for:
Interest $ 331,849 $ 608,894

Non-cash transactions:
Common stock issued for accrued compensation $ 2,110,089 $ 201,200
Common stock issued for settlement of related party payable 335,265 -
Prepaid expenses with common stock 291,000 -
Common stock issued for cash received in prior period 38,000 -
Common stock issued for preferred stock 177 -
Reduction of third-party vendor payable with transfer of inventories 2,886,497 -
Acquisition of inventories with third-party vendor payable at commencement of second sale agreement 2,886,497 -
Derivatives issued as a debt discount 65,000 28,000
Third-party settlement of the Company’s line of credit - 2,203,339
Common stock issued for settlement of term debt and accrued interest - 660,000
Attributable to Vystar
Number of Number of Additional Number of Total Vystar Total
Preferred Preferred Common Common Paid-in Accumulated Treasury Treasury Stockholders’ Noncontrolling Stockholders’
Shares Stock Shares Stock Capital Deficit Shares Stock Deficit Interest Deficit

Ending balance December 31, 2020         13,698 $ 1 1,199,931,717 $ 119,990 $ 41,233,471 $ (48,713,184 )      (30,000 ) $ (30 ) $ (7,359,752 ) $ 421,183 $ (6,758,957 )

Common stock issued for services 49,371,733 4,938 1,399,154 1,404,092 1,404,092

Share-based compensation - options 4,916 4,916 4,916

Common stock issued for settlement of related party payable 11,364,904 1,136 334,129 335,265 335,265

Common stock issued for cash received in prior period 1,666,667 167 24,833 25,000 25,000

Preferred stock conversion (5,000) 1,767,945 177 (177 ) - -

Net income - - - - - 918,127 - - 918,127 1,053,065 1,971,192
Net income (loss) - - - - - 918,127 - - 918,127 1,053,065 1,971,192

Ending balance March 31, 2021 8,698 $ 1 $ 1,264,102,966 $ 126,408 $ 42,996,326 $ (47,795,057 ) $ (30,000 ) $ (30 ) $ (4,672,352 ) $ 1,474,248 $ (3,018,492 )

The accompanying notes are an integral part of these condensed consolidated financial statements.
7
VYSTAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
2022 2021
Three Months Ended
March 31,
2022 2021
Cash flows from operating activities:
Net income (loss) $ (953,966 ) $ 1,971,192
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Share-based compensation 137,948 204,696
Depreciation 64,268 96,019
Bad debts (recovery) (4,342 ) 3,245
Amortization of intangible assets 86,312 95,990
Noncash lease expense 78,488 78,151
Amortization of debt discount 16,250 4,667
Change in fair value of derivative liabilities (57,000 ) 129,000
Loss on sale of property and equipment - (112 )
Net unrealized (gain) loss on available-for-sale investments - (13,719 )
Gain on settlement of debt, net - (1,247,635 )
(Increase) decrease in assets:
Accounts receivable 21,399 (199,249 )
Other receivables 37,408 -
Inventories 248,652 819,038
Prepaid expenses and other 50,587 98,596
Deferred commission costs 21,593 29,830
Increase (decrease) in liabilities:
Accounts payable 153,077 (1,399,233 )
Accrued expenses and interest payable 99,432 (1,143,166 )
Unearned revenue 23,408 (689,635 )

Net cash provided by (used in) operating activities 23,514 (1,162,325 )

Cash flows from investing activities:
Acquisition of property and equipment - (16,434 )
Proceeds from the sale of property and equipment - 1,300
Patents and trademark fees - (2,183 )

Net cash used in investing activities - (17,317 )

Cash flows from financing activities:
Proceeds from issuance of term debt - 1,402,900
Proceeds from the issuance of notes - related parties - 395,000
Proceeds from related party advances

40,000
-
Repayment of finance lease obligations (42,349 ) (42,938 )

Net cash provided by (used in) financing activities (2,349 ) 1,754,962

Net increase in cash 21,165 575,320

Cash - beginning of period 151,175 620,539

Cash - end of period $ 172,340 $ 1,195,859

Cash paid during the period for:
Interest $ 97,340 $ 113,912

Non-cash transactions:
Common stock issued for accrued compensation $ - $ 1,404,092
Common stock issued for settlement of related party payable - 335,265
Common stock issued for cash received in prior year - 25,000
Common stock issued for preferred stock - 177
Prepaid expenses with common stock - 291,000
Treasury stock acquired at par value 2 -
The accompanying notes are an integral part of these condensed consolidated financial statements.
8

VYSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -DESCRIPTION OF BUSINESS

Nature of Business

Vystar Corporation (“Vystar”, the “Company”, “we,” “us,” or “our”) is based in Worcester, Massachusetts. The Company uses patented technology to produces a line of innovative air purifiers, which destroy viruses and bacteria through the use of ultraviolet light. Vystar is also the creator and exclusive owner to produce Vytex^® Natural Rubber Latex (“NRL”) currently being used primarily in various bedding products. In addition, Vystar has a majority ownership in Murida Furniture Co., Inc. dba Rotmans Furniture (“Rotmans”), one of the largest independent furniture retailers in the U.S.

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and do not contain certain information included in the Company’s Annual Report onand Form 10-K for the year ended December 31, ~~2020.~~2021. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K.

The Company has evaluated subsequent events through the date of the filing of its Form 10-Q with the Securities and Exchange Commission. Other than those events disclosed in Note 18, the Company is not aware of any other significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Company’s financial statements.

Basis of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries. All significant intercompany accounts and transactions have been eliminated.

COVID-19

In December 2019, a novel coronavirus (“COVID-19”) emerged and has subsequently spread worldwide. The World Health Organization declared COVID-19 a pandemic resulting in federal, state, and local governments mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus. On March 24, 2020, Massachusetts required all non-essential businesses to close their physical workplaces. As a result, the Rotmans showroom, offices and warehouse temporarily closed. During that time, associates worked remotely where possible. The Company reopened on June 10, 2020 and continues to monitor developments, including government requirements and recommendations.

The COVID-19 pandemic has caused, among other things, interruptions to our supply chains and suppliers, including problems with inventory availability with price volatility and higher cost of products and international freight due to the high demand of products and low supply for an unpredictable period of time.

The pandemic continues to cause economic disruption. Although our showroom has reopened, some business segments remain closed or are operating on a reduced scale. The COVID-19 pandemic is complex and continues to evolve with ~~sporadic resurgences, new virus variants~~the emergence and ~~the vaccine rollout.~~spread of variants. We cannot reasonably estimate the duration of COVID-19 and its impact on Vystar. Accordingly, the estimates and assumptions made as of ~~September 30, 2021~~March 31, 2022 could change in subsequent interim reports, and it is reasonably possible that such changes could be significant (although the potential effects cannot be measured at this time).

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Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one reportable segment with different operating segments.

Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates made by management include, among others, allowance for obsolete inventory, the ~~allocation of purchase price related to acquisitions, the~~ recoverability of long-lived assets, valuation and impairment of intangible assets, fair values of right of use assets and lease liabilities, valuation of derivative liabilities, share-based compensation and other equity issuances. 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.

Fair Value of Financial Instruments

The Company’s financial instruments consist principally of cash, accounts receivable, ~~investments - equity securities,~~ accounts payable, accrued expenses and interest payable, shareholder notes payable, long-term debt and unearned revenue. The carrying values of all the Company’s financial instruments approximate or equal fair value because of their short maturities and market interest rates or, in the case of equity securities, being stated at fair value.

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. The derivative liabilities were recognized at fair value on a recurring basis through the date of the settlement and ~~September 30, 2021~~March 31, 2022 and are level 3 measurements. There have been no transfers between levels during the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022.

Acquisitions

Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The fair value of identifiable intangible assets is based on valuations that use information and assumptions provided by management. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including, legal, accounting, and other costs, are capitalized in asset acquisitions and for business combinations are expensed in the periods in which the costs are incurred. The results of operations of acquired assets are included in the financial statements from the acquisition date.

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Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include all liquid investments with a maturity date of less than three months when purchased. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions which typically settle within five days. Restricted cash represents cash balances restricted as to withdrawal or use and are included in prepaid expenses and other on the condensed consolidated balance sheets.

Accounts Receivable, Net

Accounts receivable, net are stated at the amount management expects to collect from outstanding balances. The Company routinely sells, without recourse, trade receivables resulting from retail furniture sales to two financial institutions at an average service charge of 13% in ~~2021.~~2022. Amounts sold during the ~~nine months ending September 30, 2021~~first quarter of 2022 were approximately $~~4,556,000~~840,000. ~~In April 2021, the Company sold a trade receivable from an RX Air purification unit sale to a financial corporation at a service charge of~~ ~~1.7% per month and a reserve of~~ 15~~%. Included in accounts receivable at September 30, 2021 is approximately $24,000~~ ~~due from the factor.~~ Retail furniture receivables retained by the Company are generally collateralized by the merchandise sold, represent valid claims against debtors for sales arising on or before the balance sheet date and are reduced to their estimated net realizable value. In addition, the Company grants credit to Vystar customers without requiring collateral. The amount of accounting loss for which Vystar is at risk in these unsecured accounts receivable is limited to their carrying value. Management provides for uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based upon its assessment of the current status of individual accounts. Balances that are still outstanding after management has performed reasonable collection efforts are written off through a charge to the allowance and a credit to accounts receivable. As of ~~September 30,~~March 31, 2022 and December 31, 2021, the Company has recorded an allowance for doubtful accounts of $273,000.
Other Receivables
Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) signed into law on March 27, 2020 and the subsequent extension of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria. The Company recognized employee retention credits of $~~125,000~~771,287. during the year ended December 31, 2021 which has been included in other income, net in the consolidated statements of operations. The Company has filed for refunds of the employee retention credits and as of the date of this Quarterly Report on Form 10-Q has subsequently received $154,468 and estimates receiving the remaining refunds by the end of 2022.
Rotmans terminated its agreement with a supplier in 2021 and will receive $100,000 in consideration. As of December 31, ~~2020,~~2021, the remaining account balance of $104,075 represents funds due from this termination. The Company ~~considered accounts receivable to be fully collectible and~~ has received $037,408 ~~allowance for doubtful accounts was recorded.~~during the three months ended March 31, 2022.
Inventories

Inventories include those costs directly attributable to the product before sale. Inventories consist primarily of finished goods of furniture, mattresses, RxAir purifier units, foam toppers and pillows and are carried at net realizable value, which is defined as selling price less cost of completion, disposal and transportation. The Company evaluates the need to record write-downs for inventory on a regular basis. Appropriate consideration is given to obsolescence, slow-moving and other factors in evaluating net realizable values. Inventories not expected to be sold within 12 months are classified as long-term.

Prepaid Expenses and Other

Prepaid expenses and other include restricted cash, amounts related to prepaid insurance policies, which are expensed on a straight-line basis over the life of the underlying policy, and other expenses.
~~Investments - Equity Securities~~
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Marketable equity securities have been categorized as available-for-sale and, as a result, are stated at fair value. Unrealized gains and losses are reflected in the statement of operations. The Company periodically reviews the available-for-sale securities for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company sold the securities in September 2021 and the cost was recoverable in all material respects.
Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets, generally 5 to 10 years, using straight-line and accelerated methods.

Expenditures for major renewals and betterments are capitalized, while routine repairs and maintenance are expensed as incurred. When property items are retired or otherwise disposed of, the asset and related reserve accounts are relieved of the cost and accumulated depreciation, respectively, and the resultant gain or loss is reflected in earnings. As of ~~September 30,~~March 31, 2022, the net balance of property and equipment is $767,831 with accumulated depreciation of $708,252. As of December 31, 2021, the net balance of property and equipment is $~~914,138~~832,099 with accumulated depreciation of $~~603,771. As of December 31, 2020, the net balance of property and equipment is $1,631,651~~ ~~with accumulated depreciation of $587,081~~643,984.
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Intangible Assets

Patents represent legal and other fees associated with the registration of patents. The Company has five issued patents with the United States Patent and Trade Office (“USPTO”) as well as five issued international Patent Cooperation Treaty (“PCT”) patents. Patents are carried at cost and are being amortized on a straight-line basis over their estimated useful lives, typically ranging from9 to 20 years.

The Company has trademark protection for “Vystar”, “Vytex”, and “RxAir” among others. Trademarks are carried at cost and since their estimated life is indeterminable, no amortization is recognized. Instead, they are evaluated annually for impairment.

Customer relationships, tradename and marketing related intangibles are carried at cost and are being amortized on a straight-line basis over their estimated useful lives, typically ranging from 5 to 10 years.

Our intangible assets are reviewed for impairment annually or more frequently as warranted by events of changes in circumstances.

Long-Lived Assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. We evaluate assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the assets. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value. Assets to be disposed of would be separately presented in the condensed consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the condensed consolidated balance sheet, if material. During the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ we did 0tnot recognize any impairment of our long-lived assets.

Goodwill

Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. Goodwill is not amortized, rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. We perform our annual impairment test at the end of each calendar year, or more frequently if events or changes in circumstances indicate the asset might be impaired.

Accounting for acquisitions requires us to recognize, separately from goodwill, the assets acquired and the liabilities assumed at their acquisition-date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition-date fair values of the assets acquired and the liabilities assumed. While we use best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement.

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The impairment model permits, and we utilize, a simplified approach for determining goodwill impairment. In the first step, we evaluate the recoverability of goodwill by estimating the fair value of our reporting unit using multiple techniques, including an income approach using a discounted cash flow model and a market approach. Based on an equal weighting of the results of these two approaches, a conclusion of fair value is estimated. The fair value is then compared to the carrying value of our reporting unit. If the fair value of a reporting unit is less than its carrying value, the Company recognizes this amount as an impairment loss. Impairment losses, limited to the carrying value of goodwill, represent the excess of the carrying amount of goodwill over its implied fair value.
12

Convertible Notes Payable

Borrowings are recognized initially at the principal amount received. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized as interest expense in the statements of operations over the period of the borrowings using the effective interest method.

Derivatives

The Company evaluates its debt instruments or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of Accounting Standards Codification (“ASC”) Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

The Company applies the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instrument or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. From time to time, the Company has issued notes with embedded conversion features. Certain of the embedded conversion features contain price protection or anti-dilution features that result in these instruments being treated as derivatives for accounting purposes. Accordingly, as of ~~September 30, 2021,~~March 31, 2022, the Company has classified all conversion features as derivative liabilities and has estimated the fair value of these embedded conversion features using a Monte Carlo simulation model.

Unearned Revenue

Unearned revenue consists of customer advance payments, deposits on sales of undelivered merchandise and deferred warranty revenue on self-insured stain protection warranty coverage.

~~Changes to unearned revenue during the nine months ended September 30, 2021 and 2020 are summarized as follows:~~
~~SCHEDULE OF UNEARNED REVENUE~~
2021 2020

Balance, beginning of the period $ 2,427,771 $ 2,500,572

Customer deposits received 20,250,952 13,350,179

Warranty coverage purchased - 118,151

Gift cards purchased 9,610 4,150

Revenue earned (21,140,827 ) (12,634,863 )

Balance, end of the period $ 1,547,506 $ 3,338,189
13

Changes to unearned revenue during the three months ended March 31, 2022 and 2021 are summarized as follows:
SCHEDULE OF UNEARNED REVENUE
2022 2021

Balance, beginning of the period $ 1,122,195 $ 2,427,771

Customer deposits received 3,560,713 10,953,412

Gift cards purchased 800 -

Revenue earned (3,538,104 ) (11,643,047 )

Balance, end of the period $ 1,145,604 $ 1,738,136

~~Loss~~Income (Loss) Per Share

The Company presents basic and diluted ~~loss~~income (loss) per share. ~~Because~~Even though the Company reported a net loss in the ~~nine months ended September 30, 2021 and 2020,~~first quarter of 2022 (net income for the first quarter of 2021), common stock equivalents, including stock options and warrants, were ~~anti-dilutive.~~anti-dilutive; therefore, the amounts reported for basic and dilutive income (loss) per share were the same. Excluded from the computation of diluted ~~loss~~income (loss) per share were options to purchase ~~26,749,938~~26,949,938 and ~~27,874,938~~27,224,938 shares of common stock for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, as their effect would be anti-dilutive. Warrants to purchase ~~10,492,732~~9,048,320 and ~~14,205,912~~13,749,571 shares of common stock for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, were also excluded from the computation of diluted ~~loss~~income (loss) per share as their effect would be anti-dilutive. ~~In addition, preferred stock convertible~~Warrants to purchase ~~3,186,730~~ ~~and~~ ~~4,753,550~~200,000 shares of common stock for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 were included in the computation of diluted income per share. In addition, preferred stock convertible to 3,273,710and ~~2020,~~3,099,750 shares of common stock for the three months ended March 31, 2022 and 2021, respectively, were excluded from the computation of diluted ~~loss~~income (loss) per share as their effect would be anti-dilutive. ~~Shareholder, convertible~~Both shareholder and Rotman Family contingently convertible notes payable convertible to 1,101,769,005 and 164,103,328 shares of common stock for 2022 and 2021, respectively, were also excluded from the computation of diluted ~~loss~~income (loss) per share as ~~no contingencies were met.~~their effect would be anti-dilutive.
Revenue

Our principal activities from which we generate our revenue are product sales. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions at the retail store and on the websites for e-commerce customers, or the execution of terms and conditions contracts with retailers and wholesalers. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale.

Consideration is typically paid prior to shipment via credit card or check when our products are sold direct to consumers, which is typically within 1 to 2 days or approximately 30 days from the time control is transferred when sold to wholesalers, distributors and retailers. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience and, in some circumstances, published credit and financial information pertaining to the customer.

A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for us is transfer of finished goods to our customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. We have concluded the sale of finished goods and related shipping and handling are accounted for as the single performance obligation.

14
The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which we will be entitled to receive in exchange for transferring goods to the customer. We issue refunds to retail, e-commerce and print media customers, upon request, within 30 days of delivery. We estimate the amount of potential refunds at each reporting period using a portfolio approach of historical data, adjusted for changes in expected customer experience, including seasonality and changes in economic factors. For retailers, distributors and wholesalers, we do not offer a right of return or refund and revenue is recognized at the time products are shipped to customers. In all cases, judgment is required in estimating these reserves. Actual claims for returns could be materially different from the estimates. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, reserves for estimated sales returns totaled $~~85,000~~291,000 and $~~55,000~~337,000, respectively, and are included in the accompanying condensed consolidated balance sheets as accrued expenses.

We recognize revenue when we satisfy a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company. The Company considers fulfillment when it passes all liability at the point of shipping through third party carriers or in-house delivery services. Delivery fees are charged to customers and are included in revenue in the accompanying condensed consolidated statements of operations and the costs associated with these deliveries are included in ~~operating expenses in the accompanying condensed consolidated statements of operations through January 20, 2020. All subsequent delivery costs are included in~~ revenues as a third-party delivery service ~~was engaged beginning January 21, 2020.~~is engaged. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenue in the accompanying condensed consolidated statements of operations.
14

The Company also defers revenues for separately-priced stain protection warranty coverage for which it is ultimately self-insured. Revenue is recognized from the extended warranty sales on a straight-line basis over the respective contract term. The extended warranty terms primarily range from three to five years from the date of delivery. The Company ended this warranty program during 2020 but continues to amortize the previously contracted warranties over their original terms. The Company switched to a separately-priced stain protection warranty serviced by a third-party when the store reopened in June 2020. At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, deferred warranty revenue was approximately $~~612,000~~442,000 and $~~920,000~~524,000, respectively, and is included in unearned revenue in the accompanying consolidated balance sheets. During the three months ended ~~September 30, 2021,~~March 31, 2022, recognized total revenues of approximately $~~308,000~~82,000 related to deferred warranty revenue arrangements. During the three months ended ~~September 30, 2020,~~March 31, 2021, the Company recorded total proceeds of approximately $~~118,000~~110,000 ~~and recognized total revenues of approximately $390,000~~ ~~related to deferred warranty revenue arrangements.~~. Commission costs in obtaining extended warranty contracts are capitalized and recognized as expense on a straight-line basis over the period of the warranty contract. At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, deferred commission costs were approximately $~~158,000~~113,000 and $~~241,000~~134,000, respectively, and are included in the accompanying condensed consolidated balance sheets. All other costs, such as costs of services performed under the contract, general and administrative expenses, and advertising costs are expensed as incurred.

Cost of Revenue

Cost of revenue consists primarily of product and freight costs and fees paid to online retailers.

Research and Development

Research and development costs are expensed when incurred. Research and development costs include all costs incurred related to the research, development and testing. For the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ Vystar’s research and development costs were not significant.

Advertising Costs

Advertising costs, which include television, radio, newspaper, digital and other media advertising, are expensed upon first showing. Advertising costs were approximately $~~1,774,000~~293,000 and $~~1,151,000~~865,000 for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

15
Share-Based Compensation

The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of restricted stock awards is determined using the fair value of the Company’s common stock on the date of grant. The Company accounts for forfeitures as they occur. Compensation expense is recognized on a straight-line basis over the requisite service period of the award.

Income Taxes

Vystar recognizes income taxes on an accrual basis based on a tax position taken or expected to be taken in its tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets or liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold will be measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more likely than not be realized. Should they occur, interest and penalties related to tax positions are recorded as interest expense. NaN such interest or penalties have been incurred for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.
15

The Company remains subject to income tax examinations from Federal and state taxing jurisdictions for 2018 through ~~2020.~~2021.

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 operating accounts may exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits. While the Company monitors cash balances in our operating accounts on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, the Company has experienced no loss or lack of access to our cash; however, the Company can provide no assurances that access to our cash will not be impacted by adverse conditions in the financial markets. Credit concentration risk related to accounts receivable is mitigated as customer credit is checked prior to the sales.

Other Risks and Uncertainties

The Company is exposed to risks pertinent to the operations of a retailer, including, but not limited to, the ability to acquire new customers and maintain a strong brand as well as broader economic factors such as interest rates and changes in customer spending patterns.

Recent Accounting Pronouncements
~~In May 2021, the FASB issued ASU 2021-04,~~ Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), which addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the effects, if any, of the adoption of ASU 2021-04 guidance on the Company’s financial position, results of operations and cash flows.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in the ASU are effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board also specified that an entity should adopt the guidance as of the beginning of its annual fiscal year and is not permitted to adopt the guidance in an interim period. The Company is still evaluating the effect the adoption will have on its financial statements.

~~In December 2019, the FASB issued ASU 2019-12,~~ ~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes~~, as part as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 02019-12 removes certain exceptions to the general principle of ASC 740 in order to reduce the cost and complexity of its application. ASU 2019-12 is effective for public business entities for annual reporting periods beginning after December 15, 2020, and interim periods within those reporting periods. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company has adopted ASU 2019-12 and it did not have a material impact on its financial statements.
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NOTE 3 -LIQUIDITY AND GOING CONCERN

The Company’s financial statements are prepared using the accrual method of accounting in accordance with U.S. 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 inception. At ~~September 30, 2021,~~March 31, 2022, the Company had cash of $~~346,631~~172,340 and a deficit in working capital of approximately $~~5.6~~ 9.3million. Further, at ~~September 30, 2021~~March 31, 2022 the accumulated deficit amounted to approximately $~~49.5~~ 52.2million. We use working capital to finance our ongoing operations, and since those operations do not currently cover all our operating costs, managing working capital is essential to our Company’s future success. Because of this history of losses and financial condition, there is substantial doubt about the Company’s ability 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 using cash on hand, increased revenue from RxAir air purification units, Vytex license fees and stock issuances to new and existing shareholders. The Company has also focused the efforts of key internal employees on the goal of creating efficiencies in each department in our retail furniture business, including purchasing, marketing, inventory control, advertising, accounting, warehousing and customer service.

There can be no assurances the Company will be able to achieve projected levels of revenue in ~~2021~~2022 and beyond. If the Company is not able to achieve projected revenue and obtain alternate additional financing of equity or debt, the Company would need to significantly curtail or reorient operations during ~~2021,~~2022, which could have a material adverse effect on the ability to achieve the business objectives, and as a result, may require the Company to file 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.

The Company’s future expenditures will depend on numerous factors, including: the rate at which the Company can introduce RxAir air purification units and license Vytex NRL raw materials to manufacturers, and subsequently retailers; the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance of the Company’s products, services and competing technological developments; the Company’s ability to successfully realize synergies through the integration of the merged companies, acquire new customers and maintain a strong brand; the success of our efforts to reduce expenses in our retail furniture business; and broader economic factors such as interest rates and changes in customer spending patterns. 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.

NOTE 4 -INVESTMENTS – EQUITY SECURITIES
~~Cost and fair value of investments - equity securities are as follows:~~
~~SCHEDULE OF COST AND FAIR VALUE OF INVESTMENTS~~
Gross Gross Fair
Cost Unrealized Losses Unrealized Gains Value

December 31, 2020 $ 141,225 $ (13,315 ) $ - $ 127,910

Investments, which represented equity securities in a publicly traded company, were sold during the three months ended September 30, ~~2021 at a gain of approximately $16,000which is included in other income (expense).~~2021. Unrealized holding ~~losses~~gains on available-for-sale securities were approximately $~~48,000~~ 14,000in the first ~~nine months~~quarter of ~~2020~~2021, and have been included in other income (expense) in the accompanying condensed statements of operations.

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NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment, net consists of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT, NET
September 30, December 31, March 31, December 31,
2021 2020 2022 2021

Furniture, fixtures and equipment $ 630,450 $ 1,385,430 $ 588,624 $ 588,624
Tooling and testing equipment 338,572 338,572 338,572 338,572
Parking lots 365,707 365,707 365,707 365,707
Leasehold improvements 134,014 79,857 134,014 134,014
Motor vehicles 49,166 49,166 49,166 49,166

Property and equipment, gross 1,517,909 2,218,732 1,476,083 1,476,083
Accumulated depreciation (603,771 ) (587,081 ) (708,252 ) (643,984 )

Property and equipment, net $ 914,138 $ 1,631,651 $ 767,831 $ 832,099

Depreciation expense for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ was $~~289,569~~64,268 and $~~424,965~~96,019, respectively.

NOTE 6 -INTANGIBLE ASSETS

Intangible assets consist of the following:
SCHEDULE OF INTANGIBLE ASSETS
Amortization
September 30, December 31, Period March 31, December 31, Amortization Period
2021 2020 (in Years) 2022 2021 (in Years)
Amortized intangible assets:
Customer relationships $ 210,000 $ 210,000 6 - 10 $ 150,000 $ 150,000 6 - 10
Proprietary technology 610,000 610,000 10 280,000 280,000 10
Tradename and brand 1,050,000 1,050,000 5 - 10 1,050,000 1,050,000 5 - 10
Marketing related 380,000 380,000 5 380,000 380,000 5
Patents 361,284 359,101 6 - 20 361,284 361,284 6 - 20
Noncompete 50,000 50,000 5 50,000 50,000 5

Total 2,661,284 2,659,101 2,271,284 2,271,284
Accumulated amortization (1,120,156 ) (832,186 ) (1,157,798 ) (1,071,486 )

Intangible assets, net 1,541,128 1,826,915 1,113,486 1,199,798
Indefinite-lived intangible assets:
Trademarks 9,072 9,072 9,072 9,072

Total intangible assets $ 1,550,200 $ 1,835,987 $ 1,122,558 $ 1,208,870

Amortization expense for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ was $~~287,970~~86,312 and $~~312,717~~95,990, respectively.

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Estimated future amortization expense for finite-lived intangible assets is as follows:
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE
Amount Amount

Remaining in 2021 $ 95,991
2022 383,961
Remaining in 2022 $ 258,937
2023 377,350 338,638
2024 278,125 239,411
2025 129,261 90,550
2026 71,232
Thereafter 276,440 114,718

Total $ 1,541,128 $ 1,113,486

NOTE 7 -LEASES

The Company leases equipment, a showroom, offices and warehouse facilities. These leases expire at various dates through 2024 with options to extend to 2031. In September 2021, the Company entered into a lease termination agreement involving one of its warehouses effective September 30, 2021. Included in other income (expense), net is a gain on the derecognition of the lease of approximately $~~5,000~~.

The table below presents the lease costs for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:
SCHEDULE OF LEASE COST
2021 2020 2021 2020 1 2
Three Months Ended Nine Months Ended Three Months Ended
September 30, September 30, March 31,
2021 2020 2021 2020 2022 2021

Operating lease cost $ 396,937 $ 395,188 $ 1,189,481 $ 1,184,302 $ 287,670 $ 396,052

Finance lease cost:

Amortization of right-of-use assets 45,912 47,012 137,736 142,134 44,468 45,912
Interest on lease liabilities 8,371 10,585 26,792 33,416 7,312 9,488

Total lease cost $ 451,220 $ 452,785 $ 1,354,009 $ 1,359,852 $ 339,450 $ 451,452

During the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company recognized sublease income of approximately $~~110,000~~34,000 and $~~81,000~~42,000, respectively, which in included in other income (expense), net in the accompanying condensed consolidated statements of operations.

Our leases generally do not provide an implicit rate, and therefore we use our incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. We used incremental borrowing rates as of the implementation date for operating leases that commenced prior to that date.

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The following table presents other information related to leases:
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES
2021 2020 2021 2020
Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows used for operating leases $ 375,911 $ 375,911 $ 1,127,733 $ 1,124,706
Financing cash flows used for financing leases 52,427 53,577 157,281 161,881

Assets obtained in exchange for operating lease liabilities - - - -

Assets obtained in exchange for finance lease liabilities - - - 75,739

Weighted average remaining lease term:
Operating leases 9 years 9 years 9 years 9 years
Finance leases 4.4 years 5 years 4.4 years 5 years

Weighted average discount rate:
Operating leases 5.59 % 5.54 % 5.59 % 5.54 %
Finance leases 5.16 % 5.16 % 5.16 % 5.16 %
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1 2
Three Months Ended
March 31,
2022 2021

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows used for operating leases $ 263,616 $ 375,911
Financing cash flows used for financing leases 49,661 52,427

Assets obtained in exchange for operating lease liabilities - -

Assets obtained in exchange for finance lease liabilities 4,739 -

Weighted average remaining lease term:
Operating leases 8.8 years 8.7 years
Finance leases 4.1 years 4.8 years

Weighted average discount rate:
Operating leases 5.60 % 5.55 %
Finance leases 5.16 % 5.16 %

The future minimum lease payments required under operating and financing lease obligations as of ~~September 30, 2021~~March 31, 2022 having initial or remaining non-cancelable lease terms in excess of one year are summarized as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS REQUIRED UNDER OPERATING AND FINANCING LEASE OBLIGATIONS
Operating Leases Finance Leases Total Operating Leases Finance Leases Total

Remainder of 2021 $ 280,335 $ 69,972 $ 350,307
2022 967,827 139,882 1,107,709
Remainder of 2022 $ 705,811 $ 115,841 $ 821,652
2023 878,807 139,080 1,017,887 878,807 139,080 1,017,887
2024 870,000 139,080 1,009,080 870,000 139,080 1,009,080
2025 870,000 139,080 1,009,080 870,000 139,080 1,009,080
2026 870,000 68,395 938,395
Thereafter 4,422,500 68,395 4,490,895 3,552,500 - 3,552,500

Total undiscounted lease liabilities 8,289,469 695,489 8,984,958 7,747,118 601,476 8,348,594
Less: imputed interest (1,782,210 ) (75,884 ) (1,858,094 ) (1,606,400 ) (61,204 ) (1,667,604 )

Net lease liabilities $ 6,507,259 $ 619,605 $ 7,126,864 $ 6,140,718 $ 540,272 $ 6,680,990

As of ~~September 30, 2021,~~March 31, 2022, the Company does not have additional operating and finance leases that have not yet commenced.

NOTE 8 -NOTES PAYABLE AND LOAN FACILITY

Letter of Credit

The Company entered into a $125,000 letter of credit agreement with Fidelity Co-operative Bank in November 2020. The pledged collateral of a $125,000 cash deposit account is included in prepaid expenses and other. The letter of credit was required pursuant to an agreement with a third-party financial institution for customer financing.

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Advances

On May 29, 2020, Rotmans entered into a sale promotion consulting agreement with a national furniture sales event company. Under the agreement, Rotmans appointed the third-party as its exclusive agent to assist with a high-impact sale. Before the sale, the agent advanced the Company funds of approximately $2,300,000 to pay off a bank line of credit and certain other vendors. The agent will be reimbursed for the advance from the proceeds of the sale. ~~In addition,~~The initial sales agreement with the agent ended in May 2021. A new agreement was entered into with the agent in June 2021. The remaining inventories on hand were used to pay off the liability of the first sale and then simultaneously purchased back for the next sale. The agreement has been amended numerous times and is scheduled to end in August 2022. The agent has a senior first priority security interest and lien in Rotmans inventories and other assets until all obligations and liabilities are satisfied. Profits of the sale will be distributed according to the specific terms of the agreement which ended on May 31, 2021. A preliminary accounting for the sale has been received from the agent. Additional expenses of approximately $~~649,000~~ are included in accounts payable as of September 30, 2021 which include estimated profits and incentives due the agent. In May 2021, the Company engaged the agent to hold additional sales at the store through December 31, 2021. At that time, all advances will be due. The outstanding balance of the advance is approximately $~~2,585,000~~2,432,000 and $2,082,000 as of ~~September 30,~~March 31, 2022 and December 31, 2021, respectively, and is included in accounts payable in the accompanying condensed consolidated balance sheet.

Term Notes

On April 16, 2020, Rotmans received $1,402,900 in loan funding from the Paycheck Protection Program (the “PPP”), established pursuant to the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). The unsecured loan (the “PPP Loan”) was evidenced by a promissory note of the Company dated April 16, 2020 (the “Note”) in the principal amount of $1,402,900 with United Community Bank (the “Bank”), the lender. Under the terms of the Note and the PPP Loan, interest accrues on the outstanding principal at the rate of 1.0% per annum. The term of the Note was two years, though it may be payable sooner in connection with an event of default under the Note. On January 24, 2021, the PPP loan was fully forgiven by the SBA.

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On February 2, 2021, Rotmans received an additional $1,402,900 in PPP loan funding from the SBA. The terms of the Note are the same as the original PPP Loan. On June 25, 2021, the PPP loan was fully forgiven by the SBA.

Shareholder, Convertible and Contingently Convertible Notes Payable

The following table summarizes shareholder, convertible and contingently convertible notes payable:
SCHEDULE OF LONG-TERM DEBT
September 30, December 31, March 31, December 31,
2021 2020 2022 2021

Shareholder, convertible and contingently convertible notes $ 1,241,895 $ 951,895 $ 1,241,895 $ 1,241,895
Accrued interest 131,485 94,164 162,532 147,009

Total shareholder notes and accrued interest 1,373,380 1,046,059 1,404,427 1,388,904

Less: current maturities (1,373,380 ) (1,046,059 ) (1,404,427 ) (1,388,904 )

Total long-term debt $ - $ - $ - $ -

Shareholder Convertible Notes Payable
During the year ended December 31, 2018, the Company issued shareholder contingently convertible notes payable, ~~(the “Notes”),~~ some of which were for contract work performed by other entities in lieu of compensation and expense reimbursement, totaling approximately $335,000. The ~~Notes~~notes are (i) unsecured, (ii) bear interest at an annual rate of five percent ~~(5%~~(5%) ~~per annum~~ from date of issuance, and (iii) are convertible at the Company’s option post April 19, 2018. The ~~Notes~~notes mature one year from issuance but may be extended one (1) additional year by the ~~Company.~~Company. If converted, the ~~Notes~~notes plus accrued interest are convertible into shares of the Company’s common stock at the prior twenty (20) day average closing price with a 50% discount. The outstanding balance of all of these ~~Notes~~notes of as ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 is $338,195. The ~~Notes~~notes matured in January 2020 and continue to accrue interest until settlement. They are in default as of March 31, 2022. The unpaid balance on the notes bears interest at an annual rate of eight percent (8%) in arrears.
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During the year ended December 31, 2019, the Company issued certain contingently convertible promissory notes in varying amounts to existing shareholders which totaled $613,700. The face amount of the note represents the amount due at maturity along with the accrued ~~interest.~~interest at an annual rate of five percent (5%). The amount can be converted into shares of the Company’s stock, at the option of the Company, based on the average closing price for the trailing 20 days prior to conversion and carrying a 35% to 50% discount. These notes can be converted only after an acceleration event which involves a symbol change, uplisting, or reverse stock split and such conversion is in the control of the Company. All of these notes are outstanding and in default as of ~~September 30, 2021.~~March 31, 2022. The unpaid balance on the notes bears interest at an annual rate of eight percent (8%) in arrears.

During the ~~quarter~~year ended ~~September 30,~~December 31, 2021, the Company issued certain contingently convertible promissory notes in varying amounts to existing shareholders which totaled $290,000. The notes are unsecured and bear interest at an annual rate of five percent ~~(5%~~(5%) ~~per annum~~ from date of issuance. The face amount of the notes represents the amount due at maturity along with the accrued interest. In the event that the spin-off of RxAir does not occur within ~~one year,~~2022, the Company will convert these notes into common stock at a conversion price of $0.016. If the spin-off does occur, these notes will convert into RxAir common stock with two conversion prices of $0.15 and $2, which equates to a blended conversion price of ~~$0.18.~~$0.18. All of these notes are outstanding as of ~~September 30, 2021.~~March 31, 2022. At the issuance date of these notes, it was determined ~~that~~ they contain a beneficial conversion feature ~~which amounts~~amounting to approximately $90,000. As these notes are contingently convertible, the beneficial conversion feature will not be recorded on the ~~condensed~~consolidated financial statements until the actual conversion occurs.

Based on the variable conversion price of ~~the~~these notes issued prior to 2021, the Company recorded the embedded conversion features as derivative liabilities, which amounted to $~~639,100~~ 627,100and $~~491,700~~ 647,100at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.
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Related Party Debt

The following table summarizes related party debt:
SCHEDULE OF RELATED PARTY DEBT
September 30, December 31, March 31, December 31,
2021 2020 2022 2021

Rotman Family convertible notes $ 1,967,737 $ 1,832,707 $ 1,967,737 $ 1,967,737
Rotman Family nonconvertible notes 1,953,509 1,555,500 1,953,509 1,953,509
Accrued interest 334,021 189,394 434,455 384,238
Debt discount (43,333 ) (4,667 ) (10,833 ) (27,083 )

Long term debt, current 4,211,934 3,572,934 4,344,868 4,278,401
Less: current maturities (332,000 ) (1,537,000 ) (1,958,000 ) (1,487,000 )

Long term debt $ 3,879,934 $ 2,035,934 $ 2,386,868 $ 2,791,401

Rotman Family Convertible Notes

~~The~~On September 30, 2019, the Company issued contingently convertible promissory notes totaling $180,000to ~~several members of the~~Steven Rotman ~~Family during 2019~~($105,000) and ~~2020.~~Greg Rotman ($75,000). These notes are (i) unsecured, ~~and~~(ii) bear interest at an annual rate ~~at five percent (~~5~~%) or~~of eight percent (8%) ~~per annum~~ from date of ~~issuance. These notes can be converted only~~issuance, (iii) are convertible at the Company’s option after ~~an acceleration event which involves a symbol change, or reverse stock split~~December 31, 2019, and ~~such conversion is in the control of the Company.~~(iv) mature five years from issuance. If converted, the ~~notes plus accrued interest are convertible into shares of the Company’s common stock at a 20-day average closing price at a~~ 50~~% discount. The Steven and Gregory Rotman July 2019~~ notes plus accrued interest are convertible into shares of the Company’s common stock at the average of the five lowest closing prices in the 90-day period prior to conversion with a 50% discount. The balance of the notes payable including accrued interest to Steven and Greg Rotman is approximately $128,000 and $67,000, respectively, at March 31, 2022 and approximately $126,000 and $66,000, respectively, at December 31, 2021.
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On July 18, 2019, the Company issued contingently convertible notes totaling $1,522,500 to Steven Rotman ($1,102,500) and Bernard Rotman ($420,000) as partial consideration for the acquisition of 58% of Rotmans. These notes are (i) unsecured, and (ii) bear interest at an annual rate of five percent (5%) from date of issuance. These notes can be converted only after an acceleration event which involves a symbol change, or reverse stock split and such conversion is in the control of the Company. Steven Rotman’s note matures eight years from issuance and Bernard Rotman’s note matures four years from issuance. If converted, the notes plus accrued interest are convertible into shares of the Company’s common stock at a 20-day average closing price at a 50% discount. The balance of the notes payable including accrued interest to Steven and Bernard Rotman were approximately $1,252,000 and $477,000, respectively, at March 31, 2022 and approximately $1,238,000 and $472,000, respectively, at December 31, 2021.
On December 19, 2019, the Company issued a contingently convertible promissory note totaling $100,000 to Steven Rotman. The face amount of the note represents the amount due at maturity along with the accrued interest at 5%. The amount can be converted into shares of the Company’s stock, at the option of the Company, based on the average closing price for the trailing 20 days prior to conversion and carrying 50% discount. The note can be converted only after an acceleration event which involves a symbol change, uplisting, or reverse stock split and such conversion is in the control of the Company. The note was extended to mature two years from issuance. The balance of the note payable including accrued interest to Steven Rotman is approximately $111,000 and $110,000 at March 31, 2022 and December 31, 2021, respectively.
On February 20, 2020, the Company issued a contingently convertible promissory note totaling $50,000 to Steven Rotman. The face amount of the note represents the amount due at maturity along with the accrued interest at 5%. The amount can be converted into shares of the Company’s stock, at the option of the Company, based on the average closing price for the trailing 20 days prior to conversion and carrying 50% discount. The note can be converted only after an acceleration event which involves a symbol change, uplisting, or reverse stock split and such conversion is in the control of the Company. The note matures two years from issuance. The balance of the note payable including accrued interest to Steven Rotman is approximately $55,000 at March 31, 2022 and December 31, 2021.

On June 3, 2021, the Company issued a contingently convertible promissory note totaling $130,030 to Gregory Rotman. The face amount of the note represents the amount due at maturity along with the accrued ~~interest.~~interest at 5%. The amount can be converted into shares of the Company’s stock, at the holder’s option, based on the average closing price for the trailing 20 days prior to conversion and carrying 50% discount or $0.165 per share whichever is lower. The holder may elect to accelerate conversion in the event of a spin-out or reverse split. The note matures two years from issuance. The balance of the note payable including accrued interest to Gregory Rotman is approximately $135,000 and $134,000 at March 31, 2022 and December 31, 2021, respectively.

On August 17, 2021, the Company issued a contingently convertible promissory note totaling $5,000to Jamie Rotman. The note is unsecured and bears interest at an annual rate of five percent (5%) ~~per annum~~ from date of issuance. The face amount of the ~~notes~~note represents the amount due at maturity along with the accrued interest. In the event that the spin-off of RxAir does not occur within one year, the Company will convert the note into common stock at a conversion price of $0.016. If the spin-off does occur, the note will convert into RxAir common stock with two conversion prices of $0.15 and $2, which equates to a blended conversion price of ~~$0.18.~~$0.18. At the issuance date of this note, it was determined ~~that it contains~~to contain a beneficial conversion feature ~~which amounts~~amounting to approximately $2,000. As this note is contingently convertible, the beneficial conversion feature will not be recorded on the ~~condensed~~consolidated financial statements until the actual conversion occurs. The balance of the note payable including accrued interest to Jamie Rotman is approximately $5,000 at March 31, 2022 and December 31, 2021.

2223

The following table summarizes the Rotman Family Convertible Notes:
~~The following table summarizes the Rotman Family Convertible Notes:~~
SCHEDULE OF NOTES PAYABLE

Carrying Amount Including
Accrued Interest
Carrying Amount
Principal September 30, December 31, Principal March 31, December 31,
Issue Date Amount 2021 2020 Issue Date Amount 2022 2021
Steven Rotman 8.00% note due July 2024 07/18/19 $ 105,000 $ 128,100 $ 126,000
Steven Rotman 8.00% note due July 2024 07/18/19 $ 105,000 $ 123,900 $ 117,600 07/18/19 $ 105,000 $ 128,100 $ 126,000
Gregory Rotman 8.00% note due July 2024 07/18/19 55,207 65,160 61,847 07/18/19 55,207 67,368 66,264
Steven Rotman 5.00% note due July 2027 07/18/19 1,102,500 1,224,234 1,182,890 07/18/19 1,102,500 1,251,797 1,238,016
Bernard Rotman 5.00% note due July 2023 07/18/19 420,000 466,375 450,625 07/18/19 420,000 476,875 471,625
Steven Rotman 5.00% note due December 2021 12/19/19 100,000 108,958 105,207 12/19/19 100,000 111,458 110,208
Steven Rotman 5.00% note due February 2022 02/02/20 50,000 53,958 52,083 02/02/20 50,000 55,208 54,583
Gregory Rotman 5.00% note due June 2023 06/03/21 130,030 132,197 - 06/03/21 130,030 135,448 133,822
Jamie Rotman 5.00% note due August 2023 08/17/21 5,000 5,032 -
Jamie Rotman 5.00% note due August 2022 08/17/21 5,000 5,156 5,094

$ 1,967,737 2,179,814 1,970,252 $ 1,967,737 2,231,410 2,205,612

Debt Discount (43,333 ) (4,667 ) (10,833 ) (27,083 )

$ 2,136,481 $ 1,965,585 $ 2,220,577 $ 2,178,529

Based on the variable conversion price for ~~all of~~ these convertible notes excluding the one issued ~~prior to~~in August 2021, the Company recorded the embedded conversion features as derivative liabilities, which amounted to $~~1,194,000~~ 1,094,000and $~~1,275,000~~ 1,131,000at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

Rotman Family Nonconvertible Notes

In connection with the acquisition of 58% of Rotmans, Steven and Bernard Rotman were issued related party notes payable in the amounts of $367,500 and $140,000, respectively. The notes bear interest at an annual rate of five percent (5%). Steven Rotman’s note matures eight years from issuance and Bernard Rotman’s note matures four years from issuance. Payments of $3,828 and $2,917 to Steven and Bernard Rotman, respectively, per month were scheduled to begin six months from issuance until maturity in December 2027 and 2023, respectively. The balance of these notes payable including accrued interest to Steven and Bernard Rotman is approximately $417,000 and $159,000, respectively, at March 31, 2022 and approximately $413,000 and $157,000, respectively, at December 31, 2021. No payments have been made by the Company as of March 31, 2022.
During the ~~nine~~six months ended ~~September 30,~~December 31, 2020, Steven Rotman advanced the Company funds totaling $1,048,000. In December 2020, the Company formalized the advances and issued a promissory note to Steven Rotman. The note bears interest at an annual rate of five percent (5%) and was due one year from issuance. The maturity date has been extended to December 2022. The face amount of the note represents the amount due at maturity along with accrued interest. The balance of the note payable including accrued interest to Steven Rotman is approximately $1,128,000 and $1,115,000, at March 31, 2022 and December 31, 2021, respectively.
During 2021, Steven Rotman advanced the Company funds totaling $398,009. The Company formalized the advances and issued promissory notes to Steven Rotman. The notes bear interest at an annual rate of five percent (5%) and are due no later than two years from the ~~note~~ issuance date. The face amount of the notes represents the amount due at maturity along with accrued interest. The balance of the notes payable including accrued interest to Steven Rotman is approximately $420,000 and $415,000 at March 31, 2022 and December 31, 2021, respectively.

~~In addition,~~ ~~the maturity date of advances made in 2020 has been extended to December 2022.~~
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The following table summarizes the Rotman Family Nonconvertible Notes:
SCHEDULE OF NOTES PAYABLE

Carrying Amount Including
Accrued Interest
Carrying Amount
Principal September 30, December 31, Principal March 31, December 31,
Issue Date Amount 2021 2020 Issue Date Amount 2022 2021
Steven Rotman 5.00% note due July 2027 07/18/19 $ 367,500 $ 417,266 $ 412,672
Steven Rotman 5.00% note due July 2027 07/18/19 $ 367,500 $ 408,078 $ 394,297 07/18/19 $ 367,500 $ 417,266 $ 412,672
Bernard Rotman 5.00% note due July 2023 07/18/19 140,000 155,458 150,208 07/18/19 140,000 158,958 157,208
Steven Rotman 5.00% note due December 2022 08/24/20 75,000 79,135 76,323 12/22/20 1,048,000 1,128,342 1,115,243
Steven Rotman 5.00% note due December 2022 09/01/20 100,000 105,403 101,653
Steven Rotman 5.00% note due December 2022 09/08/20 145,000 152,693 147,256
Steven Rotman 5.00% note due December 2022 09/15/20 200,000 210,417 202,917
Steven Rotman 5.00% note due December 2022 09/21/20 75,000 78,844 76,031
Steven Rotman 5.00% note due December 2022 10/02/20 50,000 52,500 50,625
Steven Rotman 5.00% note due December 2022 10/08/20 40,000 42,000 40,500
Steven Rotman 5.00% note due December 2022 10/15/20 48,000 50,400 48,600
Steven Rotman 5.00% note due December 2022 10/20/20 50,000 52,500 50,625
Steven Rotman 5.00% note due December 2022 11/02/20 70,000 73,500 70,875
Steven Rotman 5.00% note due December 2022 11/13/20 35,000 36,750 35,438
Steven Rotman 5.00% note due December 2022 11/18/20 35,000 36,750 35,438
Steven Rotman 5.00% note due December 2022 11/20/20 65,000 68,250 65,813
Steven Rotman 5.00% note due December 2022 12/22/20 60,000 63,000 60,750
Steven Rotman 5.00% note due March 2023 01/21/21 35,000 36,215 -
Steven Rotman 5.00% note due March 2023 01/27/21 40,000 41,356 -
Steven Rotman 5.00% note due March 2023 02/03/21 50,000 51,646 -
Steven Rotman 5.00% note due March 2023 02/26/21 100,000 103,000 -
Steven Rotman 5.00% note due March 2023 03/19/21 100,000 102,681 -
Steven Rotman 5.00% note due March 2023 03/25/21 70,000 71,818 - 03/31/21 395,000 416,590 411,652
Steven Rotman 5.00% note due June 2023 06/02/21 3,009 3,059 - 06/02/21 3,009 3,135 3,097

$ 1,953,509 $ 2,075,453 $ 1,607,349 $ 1,953,509 $ 2,124,291 $ 2,099,872

Approximate maturities for the succeeding years are as follows:
SCHEDULE OF MATURITIES OF NOTES PAYABLE

Remainder of 2021 $ 270,000
2022 1,223,000
Remainder of 2022 $ 1,525,000
2023 1,094,000 1,117,000
2024 223,000 229,000
2025 36,000 36,000
2026 38,000
Thereafter 1,365,934 1,399,868

Long term debt $ 4,211,934 $ 4,344,868

NOTE 9 -DERIVATIVE LIABILITIES

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company had a $~~1,833,100~~ 1,721,100and $~~1,766,700~~1,778,100, respectively, derivative liability balance on the condensed consolidated balance sheet and recorded a ~~loss~~gain from change in fair value of derivative liabilities of $~~88,200~~ 57,000~~and $1,400~~ for the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, respectively. The derivative liability activity comes from the convertible notes payable. The Company analyzed the conversion features and warrants of the various note agreements for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these Convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company has bifurcated the conversion feature of the notes and recorded a derivative liability.

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The embedded derivatives for the notes are carried on the Company’s condensed consolidated balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the condensed consolidated statement of operations and the associated fair value carrying amount on the consolidated balance sheet is adjusted by the change. The Company fair values the embedded derivative using a lattice-based valuation model or Monte Carlo simulation.

The following table summarizes the derivative liabilities included in the condensed consolidated balance sheet at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:

Fair Value of Embedded Derivative Liabilities:
SCHEDULE OF DERIVATIVE LIABILITIES
2021 2020 2022 2021

Balance, beginning of the period $ 1,766,700 $ 1,499,800 $ 1,778,100 $ 1,766,700

Initial measurement of liabilities 65,000 28,000 - 65,000

Change in fair value 1,400 238,900 (57,000 ) (53,600 )

Balance, end of the period $ 1,833,100 $ 1,766,700 $ 1,721,100 $ 1,778,100
NOTE 10 -STOCKHOLDERS’ DEFICIT

Cumulative Convertible Preferred Stock

On May 2, 2013, the Company began a private placement offering to sell up to 200,000shares of the Company’s 10% Series A Cumulative Convertible Preferred Stock. Under the terms of the offering, the Company offered to sell up to 200,000shares of preferred stock at $10per 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 $0.075per common share at the option of the holder after a nine-month holding period. The conversion price was lowered to $0.05per common share for those holders who invested an additional $25,000or 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.

As of ~~September 30, 2021,~~March 31, 2022, the 8,698 shares of outstanding preferred stock had undeclared dividends of approximately $~~72,000~~77,000 and could be converted into ~~3,186,730~~3,273,710 shares of common stock, at the option of the holder.

As of December 31, ~~2020,~~2021, the~~13,698~~ 8,698 shares of outstanding preferred stock had undeclared dividends of approximately $~~101,000~~75,000 and could be converted into ~~4,801,840~~3,230,220 shares of common stock, at the option of the holder.

Common Stock and Warrants

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company ~~issued~~retired ~~2,533,334~~20,000 shares ~~under equity purchase agreements for cash proceeds totaling $38,000~~.of previously issued common stock at par value. Included in stock subscription payable at ~~September 30, 2021,~~March 31, 2022, is $270,000 received under common stock subscription agreements for ~~18,200,001~~18,000,001 shares during the year ended December 31, 2020.

~~During the nine months ended September 30, 2021,~~ ~~1,767,945~~ ~~shares of common stock were issued for the conversion of~~ ~~5,000~~ ~~shares of preferred stock totaling $88,397~~.
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NOTE 11 - REVENUES

The following table presents our revenues disaggregated by each major product category and service for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:

SCHEDULE OF REVENUES
Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended March 31,
2021 2020 2021 2020 2022 2021
% of % of % of % of % of % of
Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales
Merchandise:
Case Goods
Bedroom Furniture $ 398,807 9.8 $ 723,529 13.0 $ 1,725,588 7.5 $ 1,879,831 13.5 $ 368,050 9.6 $ 780,233 6.0
Dining Room Furniture 235,945 5.8 309,429 5.6 1,337,503 5.8 1,050,491 7.6 177,898 4.6 768,548 6.0
Occasional 422,044 10.4 981,164 17.7 3,186,248 13.8 2,387,054 17.2 503,681 13.1 1,952,829 15.2
1,056,796 26.0 2,014,122 36.3 6,249,339 27.1 5,317,376 38.3 1,049,629 27.3 3,501,610 27.2
Upholstery 1,627,212 40.0 1,582,989 28.6 8,200,995 35.4 3,850,867 27.8 1,554,639 40.5 4,400,170 34.2
Mattresses and Toppers 847,997 20.9 899,693 16.2 3,681,848 15.9 2,291,156 16.5 844,435 22.0 1,789,456 13.9
Broadloom, Flooring and Rugs 143,618 3.5 464,408 8.4 1,996,618 8.6 970,593 7.0 152,677 4.0 1,320,223 10.3
Warranty 142,709 3.5 119,329 2.2 589,729 2.5 400,789 2.9 132,156 3.4 265,772 2.1
Air Purification Units 192,755 4.7 29,309 0.5 1,783,965 7.7 222,133 1.6 103,290 2.7 1,159,286 9.0
Accessories and Other 55,510 1.4 434,713 7.8 648,226 2.8 812,793 5.9 2,432 0.1 431,602 3.3
$ 4,066,597 100.0 $ 5,544,563 100.0 $ 23,150,720 100.0 $ 13,865,707 100.0 $ 3,839,258 100.0 $ 12,868,119 100.0

NOTE 12 -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 $~~623,501~~137,948 and $~~1,024,788~~204,696 of stock-based compensation for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, including shares to be issued related to consultants and board member stock options and common stock and warrants issued to non-employees. Included in stock subscription payable is accrued stock-based compensation of $~~751,671~~1,008,056 and $~~2,177,806~~873,799 at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

The Company used the Black-Scholes option pricing model to estimate the grant-date fair value of option and warrant awards:

● Expected Dividend Yield - because the Company does not currently pay dividends, the expected dividend yield is 0;
● Expected Volatility in Stock Price - volatility based on the Company’s 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.

In total for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company recorded $~~12,298~~3,691 and $~~16,957~~4,916, respectively, of share-based compensation expense related to employee and Board Members’ stock options. The unrecognized compensation expense as of ~~September 30, 2021~~March 31, 2022 was $~~14,761~~7,379 for non-vested share-based awards to be recognized over a period of ~~approximately~~less than ~~three years~~one year.

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Options

During 2004, the Board of Directors of the Company adopted a stock option plan (the “Plan”) and authorized up to 4,000,000 shares to be issued under the Plan. In April 2009, the Company’s Board of Directors authorized an increase in the number of shares to be issued under the Plan to 10,000,000 shares and to include the independent Board Members in the Plan in lieu of continuing the previous practice of granting warrants each quarter to independent Board Members for services. At ~~September 30, 2021,~~March 31, 2022, there are 2,251,729 shares of common stock available for issuance under the Plan. In 2014, the Board of Directors adopted an additional stock option plan which provides for an additional 5,000,000 shares which are all available as of ~~September 30, 2021.~~March 31, 2022. In 2019, the Board of Directors adopted an additional stock option plan with provides for 50,000,000 shares which are all available as of ~~September 30, 2021.~~March 31, 2022. 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.

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There were 0 options granted during the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

The following table summarizes all stock option activity of the Company for the ~~nine~~three months ended ~~September 30, 2021:~~March 31, 2022:
SCHEDULE OF STOCK OPTION ACTIVITY
Weighted
Weighted Average
Average Remaining
Number Exercise Contractual
of Shares Price Life (Years)

Outstanding, December 31, 2020 27,874,938 $ 0.19 2.47

Exercisable, December 31, 2020 27,124,938 $ 0.19 2.59

Granted - - -

Exercised - - -

Forfeited (750,000 ) 0.57 -

Outstanding, September 30, 2021 27,124,938 $ 0.19 2.67

Exercisable, September 30, 2021 26,749,938 $ 0.20 2.67

Number
of Shares

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Life (Years)

Outstanding, December 31, 2021 27,174,938 $ 0.19 1.53

Granted - - -

Exercised - - -

Forfeited - $ - -

Outstanding, March 31, 2022 27,174,938 $ 0.19 1.28

Exercisable, March 31, 2022 26,949,938 $ 0.19 1.24

As of ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, there was~~ 0the aggregate intrinsic value of the Company’s outstanding ~~options.~~options was minimal. The aggregate intrinsic value will change based on the fair market value of the Company’s common stock.

Warrants

Warrants are issued to third parties as payment for services, debt financing compensation and conversion 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.

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The following table represents the Company’s warrant activity for the ~~nine~~three months ended ~~September 30, 2021:~~March 31, 2022:
SCHEDULE OF WARRANT ACTIVITY
Weighted
Number
of Shares

Weighted
Average
Fair Value

Weighted
Average
Exercise Price

Weighted
Average
Remaining
Contractual
Life (Years)

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

Outstanding, December 31, 2020 14,205,912 - $ 0.08 2.53
Outstanding, December 31, 2021 10,174,259 - $ 0.08 2.36

Granted - - - - - - - -

Exercised - - - - - - - -

Forfeited (3,713,180 ) -   0.22 - - - - -

Expired - - - - (1,125,939 ) - $ 0.15 -

Outstanding, September 30, 2021 10,492,732 - $ 0.08 2.62
Outstanding, March 31, 2022 9,048,320 - $ 0.07 2.39

Exercisable, September 30, 2021 10,492,732 - $ 0.08 2.62
Exercisable, March 31, 2022 9,048,320 - $ 0.07 2.39

NOTE 13 -RELATED PARTY TRANSACTIONS

Officers and Directors

Per Steven Rotman’s Employment agreement dated July 22, 2019, as amended, he is to be paid $125,000per year in cash, $10,417per month in shares based on a 20-day average price at a 50%discount to market, $5,000per month in cash for expenses as well as access to a Company provided vehicle and health and life insurance. During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company expensed approximately $~~317,000~~ 107,000related to this employment agreement. As of ~~September 30, 2021,~~March 31, 2022, the Company had a stock subscription payable balance of $~~173,000~~348,000, or approximately ~~7,117,000~~ 23,295,000shares to be issued in the future and $~~105,000~~ 138,155of reimbursable expenses payable and $116,403 of unpaid salary related to this party. In addition,6,666,667shares are owed to this party under a stock subscription agreement dated in July 2020 for $100,000. ~~On August 9, 2021, the Company issued~~ ~~29,205,927~~ ~~shares to Steven Rotman for past services.~~

~~In addition, the~~The Board of Directors authorized their board fees for 2021 be paid in common stock of the Company. Included in stock subscription payable at March 31, 2022 and December 31, 2021 is 10 million shares valued at $291,000., of which 2 million shares valued at $58,200 is included in Steven Rotman’s balance above.
Related Party Advances
During the three months ended March 31, 2022, Gregory Rotman and Steven Rotman advanced the Company funds totaling $35,000 and $5,000, respectively. The advances are due on demand as repayment terms have not been finalized.

Designcenters.com

This entity is owned by Jamie Rotman, who is the daughter of the Company’s CEO, Steven Rotman. Designcenters.com (“Design”) provided bookkeeping and management services to the Company through July 2019. In exchange for such services, the Company had entered into a consulting agreement with the related party entity. As of ~~September 30, 2021,~~March 31, 2022, the Company had a stock subscription payable balance of $42,000, for approximately 850,000 shares related to this party for services incurred and expensed in 2019.

Blue Oar Consulting, Inc.

This entity is owned by Gregory Rotman, who is the son of the Company’s CEO, Steven Rotman. Blue Oar Consulting, Inc. (“Blue Oar”) provides business consulting services to the Company. In exchange for such services, the Company has entered into a consulting agreement with the related party entity.

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Per the consulting agreement, Blue Oar is to be paid $15,000 per month in cash for expenses, and $12,500 per month to be paid in shares based on a 20-day average at a 50% discount to market. During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company expensed approximately $~~349,000~~118,000 related to the consulting agreement. ~~In addition, the Company issued~~ ~~11,364,904~~ ~~shares of common stock to settle its accounts payable balance of $180,000~~ ~~in February 2021. In connection with the settlement, a loss of $155,265~~ ~~was incurred.~~ As of ~~September 30, 2021,~~March 31, 2022, the Company had a stock subscription payable balance of $~~214,000~~354,000, or approximately ~~8,786,000~~25,800,000 shares and a balance of $~~135,000~~225,000 in accounts payable related to this related party. In addition, 4,666,667 shares are owed to this party under a stock subscription agreement dated in July 2020 for $70,000.
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Fluid Energy Conversion Inc.

In May of 2019, the Company acquired the assets of Fluid Energy Conversion Inc. (“FEC”) for 2,500,000 shares of common stock. FEC is owned by Dr. Bryan Stone, one of the Company’s directors. The assets consist of a patent on the Hughes Reactor, which has the ability to control, enhance and focus energy in flowing liquids and gases. Included in subscription stock payable at ~~September 30, 2021~~March 31, 2022 is $103,750 representing the value of the2,500,000 shares on the purchase date.

NOTE 14 -COMMITMENTS

Employment and Consulting Agreements

The Company has entered into employment and consulting agreements with certain of our officers, employees, and affiliates. For employees, payment and benefits would become payable in the event of termination by us for any reason other than cause, or upon change in control of our Company, or by the employee for good reason.

There is currently one employment agreement in place with the CEO, Steven Rotman. See compensation terms in Note 13.

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company entered into various service agreements with consultants for financial reporting, advisory, and compliance services.
The Company entered into a second exclusive sales agreement with a third-party agent to assist with promotional sales events at its Rotmans showroom. Inventory is purchased in the Company’s name on the agent’s credit lines. The agent has a purchase money security interest in the inventory and proceeds therefrom. The agent also agreed to advance funds, at their discretion, to the Company for operating expenses. The sale agreement will continue through December 31, 2021 unless terminated earlier by the agent. The Company agreed not to operate its business outside the ordinary course of business without the consent of the agent. The Company agreed to repay all advances by December 31, 2021.

Litigation

From time to time, the Company is party to certain legal proceedings that arise in the ordinary course and are incidental to our business. Future events or circumstances, currently unknown to management, will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on our consolidated financial position, liquidity or results of operations in any future reporting periods.

EMA Financial

On February 19, 2019, EMA Financial, Inc. filed a lawsuit in the Southern District of New York against the Company. The lawsuit alleged various breaches of an underlying convertible promissory note and stock purchase agreement and sought four claims for relief: (i) specific performance to enforce a stock conversion and contractual obligations; (ii) breach of contract; (iii) permanent injunction to enforce the stock conversion and contractual obligations; and (iv) legal fees and costs of the litigation. The complaint was filed with a motion seeking: (i) a preliminary injunction seeking an immediate resolution of the case through the stock conversion; (ii) a consolidation of the trial with the preliminary injunctive hearing; and (iii) summary judgment on the first and third claims for relief.

The Company filed an opposition to the motion and upon oral argument the motion for injunctive relief was denied. The Court issued a decision permitting a motion for summary judgment to proceed and permitted the Company the opportunity to supplement its opposition papers together with the plaintiff who was also provided opportunity to submit reply papers. On April 5, 2019, the Company filed the opposition papers as well as a motion to dismiss the first and third causes of action in the complaint. On March 13, 2020, the Court granted the Company’s motion dismissing the first and third claims for relief and denied the motion for summary judgment as moot.

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The Company subsequently filed an amended answer with counterclaims. The affirmative defenses if granted collectively preclude the relief sought. In addition, Vystar filed counterclaims asserting: (a) violation of 10(b)(5) of the Securities and Exchange Act; (b) violation of Section 15(a)(1) of the Exchange Act (failure to register as a broker-dealer); (c) pursuant to the Uniform Declaratory Judgment Act, 28 U.S.C. §§ 2201, the Company requests the Court to declare: (i) pursuant to Delaware law, the underlying agreements are unconscionable; (ii) the underlying agreements are unenforceable and/or portions are unenforceable, such as the liquidated damages sections; (iii) to the extent the agreement is enforceable, Vystar in good faith requests the Court to declare the legal fee provisions of the agreements be mutual (d) unjust enrichment; (e) breach of contract (in the alternative); and (f) attorneys’ fees.

On June 10, 2020, EMA filed a motion for summary judgment as to its remaining claims for relief and a motion to dismiss the Company’s affirmative defenses and counterclaims. The Company opposed the motion on July 10, 2020, and the same was fully submitted to the Court on July 28, 2020. On March 29, 2021, the Court issued a decision granting in part and denying in part the motion. Specifically, the Court granted that part of the motion seeking summary judgment and dismissal on the Company’s affirmative defense and counterclaim regarding S~~ections~~Sections 15(a)/29(b) of the Exchange Act. Two weeks later the Company filed a motion for reconsideration as to the dismissal portion of the order, or, for the alternative, a motion for certification for the right to file a petition to the Second Circuit Court of Appeals on the issue. The Court denied the motion ~~is fully brief~~edfor reconsideration and ~~is awaiting the Court’s decision.~~
~~Notwithstanding such motion,~~certification. Subsequently, fact discovery has been completed and the parties ~~have exchanged discovery requests and responses and~~ are ~~seeking documents from third parties regarding~~now moving forward with preparing summary judgment motions for their respective ~~claims and defenses.~~claims. Motions should be fully submitted to the Court by the end of June 2022.

Payment of Wages Actions

On March 13, 2020, Robert LaChapelle, a former employee of Rotmans Furniture, the Company’s majority owned subsidiary, on behalf of himself and all others similarly situated, filed a class action complaint against Rotmans and two of its prior owners (including Steve Rotman, President of the Company) in the Worcester Superior Court alleging non-payment of overtime pay and Sunday premium pay pursuant to the Massachusetts Blue Laws (Ch. 136), the Massachusetts Overtime Law (Chapter 151, § 1A), and the Massachusetts Payment of Wages Law (Chapter 149 §§148 and 150). Specifically, LaChapelle has alleged that Rotmans failed to pay him and other sales people who were paid on a commission-only basis overtime pay at a rate of least 1.5 times the basic minimum wage or premium pay (also at 1.5 times the basic minimum wage) for hours they worked on Sundays. The parties settled with the named Plaintiffs, Robert LaChapelle and certain other employees, each on an individual basis, for a de minimus amount which was paid in March 2021. Plaintiffs’ counsel then filed a Stipulation of Dismissal of the Plaintiffs’ Complaint with prejudice. The settlement ~~was~~is included in operating expenses in the accompanying financial statements for the year ended December 31, 2020. ~~However,~~On May 21, 2021, one former and one current employee of Rotmans filed suit in the Worcester District Court on substantially the same allegations as LaChapelle. In January 2022, the parties settled for a similarly immaterial amount. The Stipulation of Dismissal is expected to be in June 2022 after the settlement ~~three additional former employees made similar claims and the Company~~payment is ~~reviewing the matter.~~made.
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Stock Subscription Payable

At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company recorded $~~1,125,421~~1,381,806 and $~~2,589,556~~1,247,549, respectively, of stock subscription payable related to common stock to be issued. The following summarizes the activity of stock subscription payable during the period ended ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:
~~SUMMARY~~SCHEDULE OF ACTIVITY OF STOCK SUBSCRIPTION PAYABLE
Amount Shares Amount Shares

Balance, January 1, 2020 $ 1,150,125 31,439,401
Balance, January 1, 2021 $ 2,589,556 99,431,356
Additions, net 1,640,631 71,991,955 806,082 42,185,365
Issuances, net (201,200 ) (4,000,000 ) (2,148,089 ) (81,110,994 )

Balance, December 31, 2020 2,589,556 99,431,356
Balance, December 31, 2021 1,247,549 60,505,727
Additions, net 683,954 29,688,661 134,257 18,695,017
Issuances, net (2,148,089 ) (81,110,994 )

Balance, September 30, 2021 $ 1,125,421 48,009,023
Balance, March 31, 2022 $ 1,381,806 79,200,744

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NOTE 15 -MAJOR CUSTOMERS AND VENDORS

Major customers and vendors are defined as a customer or vendor from which the Company derives at least 10% of its revenue and cost of revenue, respectively.

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company made approximately ~~17%~~16% of its purchases from one major vendor. The Company owed its major vendor approximately $~~167,000~~111,000 at ~~September 30, 2021.~~March 31, 2022.

During the ~~nine~~three months ended ~~September 30, 2020, there were~~March 31, 2021, the Company made approximately 022% ~~significant~~of its purchases from one major vendor. The Company owed its major vendor ~~concentrations.~~approximately $415,000 at March 31, 2021.

NOTE 16 -INCOME TAXES

The provision (benefit) for income taxes for the three months ended ~~September 30, 2021~~March 31, 2022 and 2021 assumes a 21% effective tax rate for federal income taxes. A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:
SCHEDULE OF PROVISION FOR INCOME TAXES
2021 2020 2022 2021
Nine Months Ended Three Months Ended
September 30, March 31,
2021 2020 2022 2021

Federal statutory income tax rate (21.0 %) (21.0 %) (21.0 %) (21.0 %)

Change in valuation allowance on net operating loss carryforwards 21.0 21.0 21.0 21.0

Effective income tax rate 0.0 % 0.0 % 0.0 % 0.0 %

Deferred tax assets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are as follows:
SCHEDULE OF DEFERRED TAX ASSETS
2021 2020 2022 2021

NOL carryforwards $ 7,275,000 $ 6,625,000 $ 7,600,000 $ 7,500,000

Less valuation allowance (7,275,000 ) (6,625,000 ) (7,600,000 ) (7,500,000 )

Deferred tax assets $ - $ - $ - $ -

Deferred taxes are caused primarily by net operating loss carryforwards. U.S. Tax Legislation enacted in 2017 (the “TCJA”) has significantly changed certain aspects of U.S. federal income taxation. Net Operating Losses (“NOLs”) generated in 2017 and prior years can be carried forward for 20 years. NOLs generated in 2018 – 2020, as enacted by the CARES Act, can be carried forward indefinitely. However, NOLs generated in 2021 is also carried forward indefinitely but limited to 80% of taxable income.
For federal income tax purposes, the Company has a net operating loss carryforward of approximately $~~34,600,000~~36,400,000 as of ~~September 30, 2021,~~March 31, 2022, of which approximately $18,400,000 expires beginning in 2024 and $~~16,200,000~~18,000,000 which can be carried forward indefinitely. For state income tax purposes, the Company has a net operating loss carryforward of approximately $18,400,000 and $~~15,900,000~~17,700,000 as of ~~September 30, 2021~~March 31, 2022 in Georgia and Massachusetts, respectively, which expires beginning in ~~2023~~.2023.
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In addition, as of ~~September 30, 2021,~~March 31, 2022, Rotmans has a net operating loss carryforward of approximately $~~4,200,000~~4,100,000 for federal income tax purposes of which $~~710,000~~1,500,000 expires beginning in 2029 and $~~3,490,000~~2,600,000 can be carried forward indefinitely. Rotmans has a state operating loss carryforward of approximately $~~3,300,000~~3,200,000 which expires beginning in ~~2022~~.2022.
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Pursuant to Internal Revenue Code Section 382, the future realization of our net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future.

NOTE 17 -PROFIT SHARING PLAN

The Company sponsors a qualified 401(k) profit sharing plan covering all eligible employees. The plan permits participants to make tax-deferred contributions to the plan by salary reduction. Company contributions are discretionary and are determined annually by the Board of Directors.

There were no Company contributions in ~~2021~~2022 and ~~2020.~~2021. Participant and Company contributions are limited to amounts allowed under the Internal Revenue Code.

The Company offers no0 post-retirement benefits other than the plan discussed above and no significant post-employment benefits.

NOTE 18 -SUBSEQUENT EVENTS

~~In connection with the closing of a leased warehouse in September, the Company exercised an option to purchase two equipment leases in October~~Blue Oar has advanced Rotmans $500,000 and paid bills totaling approximately $~~59,000~~100,000 under a promissory note agreement dated April 28, 2022. The note bears interest at a rate of six percent (6%) and ~~sold the equipment~~requires weekly principal payments of $12,500 beginning on May 25, 2022 and continuing until interest is paid in ~~November 2021 for approximately $34,000~~.full.

Steven Rotman has advanced the Company funds totaling $14,087. The Company has not formalized an agreement with repayment terms as of this date.
Pursuant to a settlement agreement with a vendor in May 2022, Steven Rotman personally guaranteed an obligation of the Company totaling $96,681. Weekly payments of $7,437 began on May 9, 2022 and will continue until August 1, 2022. The Company has not formalized an agreement with repayment terms as of this date.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

This analysis of our results of operations should be read in conjunction with the accompanying financial statements. This Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Statements that are predictive in nature and that depend upon or refer to future events or conditions are forward-looking statements. Although we believe that these statements are based upon reasonable expectations, we can give no assurance that projections will be achieved. Please refer to the discussion of forward-looking statements included in Part I of this Report.

About RxAir

RxAir promotes a healthy lifestyle through the use of its innovative, patented ViraTech air purification technology, thereby improving the quality of life of each and every customer. Independently tested by ~~EPA-~~the U.S. Environmental Protection Agency (“EPA”) and ~~FDA-certified~~U.S. Food and Drug Administration (“FDA”) certified laboratories, the RxAir has been proven to destroy greater than 99% of bacteria and viruses and reduce concentrations of odors and ~~VOCs.~~volatile organic compounds (“VOCs”). The RxAir uses high-intensity germicidal UV lamps that destroy bacteria and viruses instead of just trapping them, setting it apart from ordinary air filtration units. RxAir® and ViraTech® are registered trademarks of Vystar Corp. For more information, visit http://www.RxAir.com.
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The Company’s RxAir product line use 48 inches of high-intensity germicidal UV lamps that destroy bacteria, viruses and other germs instead of just trapping them, setting it apart from ordinary air filtration units. RxAir is one of the few UV air purifiers that have been proven in independent EPA- and FDA- certified testing laboratories to destroy on the first pass 99.6% of harmful airborne viruses and bacteria. In addition to inactivating airborne viruses that cause influenza (flu) and colds, RxAir’s device disarms the airborne pathogens that cause MRSA (staph), strep (whooping cough), tuberculosis (TB), measles, pneumonia and a myriad of other antibiotic-resistant and viral infections.

The RxAir product line includes:

● ~~RxAir®~~RxAir™ Residential Filterless Air Purifier
● RX400 ™ FDA cleared Class II Filterless Air Purifier
● RX3000™ Commercial FDA cleared Class II Air Purifier

Vystar produces the RxAir product line with a new world-class manufacturer and an expert U.S. engineer with a full understanding of the RxAir technology. Vystar sells RxAir residential and commercial units through multiple distributors and the Company’s website. Once distribution channels are firmly established, Vystar expects the air purification products will produce margins of approximately 70%.

Since the onset of the COVID-19 global pandemic the population of the United States has searched for answers to the aspect of the virus being transmissible both airborne and upon infected skin contacting body membranes. RxAir has proven to be a viable option for both individual purchasers as well as groups whose members and/or employees could be a safe return to “prior normalcy” whatever that definition is. Additionally, Vystar has contracted with numerous school districts and state education departments to supply units on a broad scale. Accompanying those opportunities are also various modes of distribution through established national distributors.
With the ongoing variants associated with COVID-19 and the potential for a future outbreak of a different version of COVID, Vystar remains poised to produce additional units to combat airborne illnesses as deemed appropriate based on need and efficacy.
Vystar’s Board of Directors have approved preliminary plans to spin off the Air Purification product lines into a separate legal entity which Vystar intends to take public. Vystar anticipates retaining approximately 20% of the shares in the new entity and will distribute the remaining ownership percentage to Vystar shareholders. This plan is expected to be executed in ~~first quarter~~ 2022.

About Rotmans

Rotmans, one of the largest independent furniture retailers in the U.S., encompassing over 170,000 square feet in Worcester, Mass., and employing approximately 8050 people, was founded and has been under the leadership of the Rotman family for the past 50 years. Rotmans is expected to add approximately $20 million annually to Vystar’s top line revenue and enable Vystar to capitalize on the infrastructure already in place for accounting, retail sales facilities and staff, customer service, warehousing, and delivery. Significant marketing and advertising opportunities are available for all of Vystar’s brands to Rotmans’ thousands of existing customers. ~~As CEO of both Rotmans and Vystar,~~ Steven Rotman ~~provides~~and a group of dedicated employees provide continuity of management and customer-focused values for the Company.

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~~With the end of the high impact closing to remodel sale, management is focusing its efforts on creating a more efficient, streamlined store with an enhanced web presence.~~
About Vytex

Vytex is a multi-patented latex raw material in which the allergy causing proteins are reduced to a level that falls at or below detection based on ASTM approved test methods. Vytex has been available as a raw material commercially for ten years and through that time has a dedicated group of manufacturers who use it in end products such as electrical gloves, condoms, adhesives, etc. Ironically, most use Vytex as it’s better for their manufacturing process as an easier to use raw material and not for protein properties. As of mid-2020 Vystar and the Indian Rubber Manufacturers Research Association’s (IRMRA) have been actively collaborating to develop viscoelastic deproteinized natural rubber (DPNR) variants having properties for expanding applications in specific new arenas such as green tires, biodegradable and other unique bioelastoplast product lines that desire a new approach. Additionally, this research, while slowed by the COVID-19 pandemic, has also shown attributes with extra low ammonia offerings that are desired and now sampled.

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Towards the end of 2020, Vystar entered into a Market Development and Distribution Agreement with Corrie MacColl, Ltd. (CMC Global) to produce, develop and manage the Vytex product and supply lines. This agreement will allow Vystar to expand the market for its Natural Rubber Latex products and has garnered much attention across a broad range of industries including liquid Vytex as well as the newly developed dry rubber Vytex. As of the date of this report, CMC Global has provided numerous opportunities that are in a trial basis or moving towards manufacturing trials in industries that use a significant amount of natural rubber latex, hence Vytex. ~~Also as Vystar uses its relationships in the foam arena that endeavor is now in the sampling mode as well.~~ Additionally Vystar now has a testing supply of Vytex dry rubber for larger trials. ~~Both the foam and dry rubber projects in addition to other sustainability projects proposed by manufacturers wanting a more natural end product are proceeding and on track for a solid 2022.~~ The success of early trials and the shipping crisis has led to broader spectrum of manufacturers combining the potential of Cameroon production with strategically placed contract ~~processors~~manufactures based on geographical needs. Also Vystar research has shown great strides in specializing liquid Vytex to meet the immediate needs of customers such as low or no nitrosamine and others (discussed below) and additional patents have been proposed.

~~Vystar Board member~~Vytex researcher Dr. Ranjit Matthan and CMC Global Director John Heath presented at The International Latex Conference which was held virtually July 20 to 22, 2021 and offered a plenary session entitled “Innovations and Sustainability in Natural Rubber Latex - The New Paradigm.” The presentation discussed the dramatic effect the COVID-19 pandemic has had on the natural rubber supply chain, and how the industry is reacting the new economic circumstances; including strategy and policy shifts in supply chain management and restoring greater geographic diversification of latex processing and product manufacturing. The R&D association with IRMRA promises quicker laboratory and field-based testing and evaluations downstream. At Vystar, the recalibrated sustainability programme (FSC, nitrosamines & ammonia free, ultralow proteins, no SVHC and green carbon neutrality) emphasize certifications with Corrie MacColl market reach facilitating faster rollouts. Nontraditional/non Hevea brasiliensis based production efforts are likely to continue to face new penetration and high cost-benefit acceptance challenges in this decade. A PDF of the full presentation is available on vytex.com.

Additionally, in August 2021, DrDr. Matthan presented new data to the Automotive Tyre Manufacturers’ Association including Vytex dry rubber.

In Halcyon Agri (owner of CMC Global), 2020 Corporate Report: “Our group-wide innovation capabilities have enabled us to engage in innovative commercial partnerships. Corrie MacColl is collaborating with Vystar Corporation to transform our Cameroon plantation output into ultra-pure latex with stronger molecular bond that offers enhanced strength, durability and flexibility in the end products. This is achieved by removing non-rubber components and 99.85% of the proteins.”

About FEC

Vystar is looking to Fluid Energy as it moves forward in its quest for a cleaner and safer environment. The Company is planning to improve its air purifying by using the ultrasonic technology of Fluid Energy and combining it with its leading UV-C technology. The designs and prototypes are in development. This ultrasonic technology is applied into water products with the same goal. We have working prototypes for our water product targets that have tested beyond expectation for bacterial killing and flow metering. We will begin soon evaluating our ability to eradicate hard water pollution that fouls pools, fountains, and pumps. These products will move us toward living more safely and cleanly in our environment.

~~Additional Notes~~
~~In anticipation of the success of the RxAir spin-off, we may entertain this concept in our other divisions.~~
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Impact of COVID-19 on Our Business

The COVID-19 pandemic has resulted in significant economic disruption and adversely impacted our business. We closed the Rotmans showroom on March 24, 2020. At that time, most of our team members were furloughed. During this period, we paid the cost of enrolled health benefits of those furloughed. We successfully reopened the showroom on June 10, 2020. We continue to work closely with local authorities and follow the guidance of the Centers for Disease Control and Prevention (“CDC”), implementing enhanced cleaning measures, social distancing and the utilization of face masks for the safety of team members, customers and communities.

It has caused, among other things, interruptions in our supply chains and suppliers, including potential problems with inventory availability and the potential result of the volatility or higher cost of product and international freight due to the high demand of products and low supply for an unpredictable period of time.

The COVID-19 pandemic is complex and continues to evolve with ~~sporadic resurgences, new virus variants~~the emergence and ~~the vaccine rollout.~~spread of variants. At this time, we cannot reasonably estimate the duration of the pandemic and its influence on consumers and our business.

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RESULTS OF OPERATIONS

Comparison of the Three Months Ended ~~September 30, 2021~~March 31, 2022 with the Three Months Ended ~~September 30, 2020~~March 31, 2021
Three Months Ended September 30, Three Months Ended March 31,
2021 2020 $ Change % Change 2022 2021 $ Change % Change

CONSOLIDATED CONSOLIDATED

Revenue $ 4,066,597 $ 5,544,563 $ (1,477,966 ) -26.7 % $ 3,839,258 $ 12,868,119 $ (9,028,861 ) -70.2 %

Cost of revenue 1,932,290 2,527,403 (595,113 ) -23.5 % 1,660,274 6,076,840 (4,416,566 ) -72.7 %

Gross profit 2,134,307 3,017,160 (882,853 ) -29.3 % 2,178,984 6,791,279 (4,612,295 ) -67.9 %

Operating expenses:
Salaries, wages and benefits 1,188,835 1,535,449 (346,614 ) -22.6 % 908,482 1,949,139 (1,040,657 ) -53.4 %
Share-based compensation 207,382 716,161 (508,779 ) -71.0 % 137,948 204,696 (66,748 ) -32.6 %
Agent fees 312,214 579,750 (267,536 ) 100.0 % 418,179 1,251,873 (833,694 ) -66.6 %
Professional fees 124,285 311,514 (187,229 ) -60.1 % 189,403 20,183 169,220 838.4 %
Advertising 365,369 469,383 (104,014 ) -22.2 % 293,488 865,178 (571,690 ) -66.1 %
Rent 331,056 300,965 30,091 10.0 % 183,727 316,615 (132,888 ) -42.0 %
Service charges 147,466 132,542 14,924 11.3 % 107,172 224,516 (117,344 ) -52.3 %
Depreciation and amortization 193,158 249,834 (56,676 ) -22.7 % 150,580 192,009 (41,429 ) -21.6 %
Other operating 812,817 892,239 (79,422 ) -8.9 % 655,614 796,413 (140,799 ) -17.7 %

Total operating expenses 3,682,582 5,187,837 (1,505,255 ) -29.0 % 3,044,593 5,820,622 (2,776,029 ) -47.7 %

Loss from operations (1,548,275 ) (2,170,677 ) 622,402 -28.7 % (865,609 ) 970,657 (1,836,266 ) -189.2 %

Other income (expense):
Interest expense (186,732 ) (430,711 ) 243,979 -56.6 % (179,309 ) (175,847 ) (3,462 ) 2.0 %
Change in fair value of derivative liabilities (88,200 ) 143,000 (231,200 ) -161.7 % 57,000 (129,000 ) 186,000 -144.2 %
Loss on settlement of debt, net - (1,419,461 ) 1,419,461 -100.0 %
Loss on legal settlement - (101,000 ) 101,000 -100.0 %
Other income (expense), net (135,612 ) 15,316 (150,928 ) -985.4 %
Gain on settlement of debt, net - 1,247,635 (1,247,635 ) -100.0 %
Other income, net 33,952 57,747 (23,795 ) -41.2 %

Total other income (expense), net (410,544 ) (1,792,856 ) 1,382,312 -77.1 % (88,357 ) 1,000,535 (1,088,892 ) -108.8 %

Net loss (1,958,819 ) (3,963,533 ) 2,004,714 -50.6 %
Net income (loss) (953,966 ) 1,971,192 (2,925,158 ) -148.4 %

Net loss attributable to noncontrolling interest 439,512 372,759 66,753 17.9 %
Net (income) loss attributable to noncontrolling interest 179,612 (1,053,065 ) 1,232,677 -117.1 %

Net loss attributable to Vystar $ (1,519,307 ) $ (3,590,774 ) $ 2,071,467 -57.7 % $ (774,354 ) $ 918,127 $ (1,692,481 ) -184.3 %
Revenues

Revenues for the three months ended ~~September 30,~~March 31, 2022 and 2021 were $3,839,258 and ~~2020 were $4,066,597 and $5,544,563,~~$12,868,119, respectively, for aan decrease of ~~$1,477,966~~$9,028,861 or ~~26.7%~~70.2%. The decrease in revenues was due to the success of the high impact closing to remodel sale at Rotmans ~~which took away market share~~ in this quarter and a decrease in sales of the RxAir units. Last year’s revenues were impacted by the COVID-19 pandemic and the showroom closing on March 24, 2020. The store processed limited customer deliveries for prior orders and internet sales during the closing through re-opening on June 10, 2020.2021.

The Company reported a significant decrease in gross profit to ~~$2,134,307~~$2,178,984 for the three-month period ended ~~September 30, 2021~~March 31, 2022 compared to gross profit of ~~$3,017,160~~$6,791,279 for the three-month period ended ~~September 30, 2020,~~March 31, 2021, a decrease of ~~$882,853~~$4,612,295 or ~~29.3%~~67.9%. The decrease in gross profit ~~was primarily due to~~is consistent with the ~~reduction~~decrease in revenues.

The cost of revenue for the three months ended ~~September 30,~~March 31, 2022 and 2021 was $1,660,274 and ~~2020 was $1,932,290 and $2,527,403,~~$6,076,840, respectively, a decrease of ~~23.5%~~$4,416,566 or 72.7%.

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Operating Expenses

The Company’s operating 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 advertising, rent and other operating expenses. The Company’s operating expenses were ~~$3,682,582~~$3,044,593 and ~~$5,187,837~~$5,820,622 for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, a decrease of ~~$1,505,255~~$2,776,029 or ~~29%~~47.7%. The decrease was due in part to reduced ~~payroll and other variable costs with the reduction in revenues.~~
~~Other Income (Expense)~~
Other expense for the three months ended September 30, 2021 was $410,544, which consisted of interest expense of $186,732, change in fair value of derivative liabilities of $88,200 and other income of $135,612. This compares to other expense of $1,792,856 for the three months ended September 30, 2020, which consisted of interest expense of $430,711, loss on settlement of debt, net of $1,419,461, change in fair value of derivative liabilities of $143,000, loss on legal settlement of $101,000 and other income of $15,316.
~~Net Loss~~
Net loss was $1,958,819 and $3,963,533 for the three months ended September 30, 2021 and 2020, respectively, a decrease of $2,004,714 or 50.6%. The decrease was primarily attributable to a nonrecurring loss on settlement of debt, net of $1,419,461 in 2020.
~~Comparison of the Nine Months Ended September 30, 2021 with the Nine Months Ended September 30, 2020~~

Nine Months Ended September 30,

2021 2020 $ Change % Change

CONSOLIDATED

Revenue $ 23,150,720 $ 13,865,707 $ 9,285,013 67.0 %

Cost of revenue 10,576,205 6,450,421 4,125,784 64.0 %

Gross profit 12,574,515 7,415,286 5,159,229 69.6 %

Operating expenses:
Salaries, wages and benefits 4,713,623 3,655,162 1,058,461 29.0 %
Share-based compensation 623,501 1,024,788 (401,287 ) -39.2 %
Agent fees 2,641,654 635,919 2,005,735 100.0 %
Professional fees 343,246 855,397 (512,151 ) -59.9 %
Advertising 1,774,022 1,150,540 623,482 54.2 %
Rent 967,287 894,275 73,012 8.2 %
Service charges 456,481 360,465 96,016 26.6 %
Depreciation and amortization 577,539 737,682 (160,143 ) -21.7 %
Other operating 2,490,302 2,161,852 328,450 15.2 %

Total operating expenses 14,587,655 11,476,080 3,111,575 27.1 %

Loss from operations (2,013,140 ) (4,060,794 ) 2,047,654 -50.4 %

Other income (expense):
Interest expense (540,062 ) (1,646,104 ) 1,106,042 -67.2 %
Change in fair value of derivative liabilities (1,400 ) (336,900 ) 335,500 -99.6 %
Gain (loss) on settlement of debt, net 2,675,926 (1,419,461 ) 4,095,387 -288.5 %
Loss on legal settlement - (101,000 ) 101,000 -100.0 %
Other income (expense), net (35,688 ) 35,990 (71,678 ) -199.2 %

Total other income (expense), net 2,098,776 (3,467,475 ) 5,566,251 -160.5 %

Net income (loss) 85,636 (7,528,269 ) 7,613,905 -101.1 %

Net (income) loss attributable to noncontrolling interest (823,363 ) 703,846 (1,527,209 ) -217.0 %

Net loss attributable to Vystar $ (737,727 ) $ (6,824,423 ) $ 6,086,696 -89.2 %
~~Revenues~~
Revenues for the nine months ended September 30, 2021 and 2020 were $23,150,720 and $13,865,707, respectively, for an increase of $9,285,013 or 67%. The increase in revenues was due to the high impact closing to remodel sale at Rotmans and an increase in sales of the RxAir units. In 2020, the Rotmans showroom was closed from March 24 through June 10, 2020 due to the COVID-19 pandemic. During this period, the Company processed limited customer deliveries for prior orders and internet sales.
The Company reported a significant increase in gross profit to $12,574,515 for the nine-month period ended September 30, 2021 compared to gross profit of $7,415,286 for the nine-month period ended September 30, 2020, an increase of $5,159,229 or 69.6%. The increase in gross profit was due to increased revenues and the closing of a change in purchasing which started when the store reopened in June 2020 and the reduction of special offers. Merchandise is being purchased in large quantities from fewer vendors. 2021 results also include the margins of RxAir units.
~~The cost of revenue for the nine months ended September 30, 2021 and 2020 was $10,576,205 and $6,450,421, respectively, an increase of 64%.~~
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~~Operating Expenses~~
The Company’s operating 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 advertising, rent and other operating expenses. The Company’s operating expenses were $14,587,655 and $11,476,080 for the nine months ended September 30, 2021 and 2020, respectively, an increase of $3,111,575 or 27.1%. The increase was due in part to fees incurred under an agreement with a third-party agent to assist the Company with the high-impact sale atsecond warehouse occupied by Rotmans ~~and the recurring costs of operating the Rotmans showroom which was closed much of the second quarter in 2020.~~until October 2021.

Other Income (Expense)

Other income (expense) for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 was ~~$2,098,776~~($88,357) which consisted of interest expense of ~~$540,062, gain on settlement of debt, net of $2,675,926,~~($179,309), change in fair value of derivative liabilities of ~~$1,400~~$57,000 and other income, net of $33,952. This compares to other income (expense) of $1,000,535 for the three months ended March 31, 2021, which consisted of interest expense of ~~$35,688.~~$175,847, change in fair value of derivative liabilities of ($129,000), gain on settlement of debt, net of $1,247,635 and other income, net of $57,747. Included in gain on settlement of debt, net is PPP loan forgiveness of $2,805,800. This compares to other expense of $3,467,475 for the nine months ended September 30, 2020, which consisted of interest expense of $1,646,104, loss on settlement of debt of $1,419,461, change in fair value of derivative liabilities of $336,900, loss on legal settlement of $101,000 and other income of $35,990.$1,402,900.

Net Income (Loss)

Net income (loss) was ~~$85,636~~($953,966) and $1,971,192 for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~compared to~~respectively, a ~~net~~decrease of $2,925,158 or 148.4%. Net loss ~~of $7,528,269 for~~in the ~~nine months~~quarter ended ~~September 30, 2020, an increase of $7,613,905. The increase in~~March 31, 2022 versus net income in the same period in 2021 was due to PPP loan forgiveness of ~~$2,805,800,~~$1,402,900 and increased sales and margins from the operations of a high impact closing to remodel sale at Rotmans ~~and the sale and margins on RxAir units.~~in 2021.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s financial statements are prepared using the accrual method of accounting in accordance with U.S. 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, we have incurred significant losses and experienced negative cash flow since inception. At ~~September 30, 2021,~~March 31, 2022, the Company had cash of ~~$346,631~~$172,340 and a deficit in working capital of approximately ~~$5.6~~$9.3 million. Further, at ~~September 30, 2021,~~March 31, 2022, the accumulated deficit amounted to approximately ~~$49.5~~$52.2 million. We use working capital to finance our ongoing operations, and since those operations do not currently cover all of our operating costs, managing working capital is essential to our Company’s future success. Because of this history of losses and financial condition, there is substantial doubt about the Company’s ability to continue as a going concern.

A successful transition to 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 using cash on hand, as well as increased revenue from RxAir air purifier sales and Vytex license fees. The Company will also raise capital with common stock subscription issuances. The current agreement with a national sales event company has allowed Rotmans to meet its financial obligations and provided the Company flexibility and time needed to develop a new retail furniture sale model. ~~During the quarter ended September 30, 2021, the Company closed its outside warehouse in an effort to reduce costs and consolidate its operations in one location to create additional efficiencies.~~

There can be no assurances that we will be able to achieve projected levels of revenue in ~~2021~~2022 and beyond. If we are not able to achieve projected revenue and obtain alternate additional financing of equity or debt, we would need to significantly curtail or reorient operations during ~~2021,~~2022, which could have a material adverse effect on our ability to achieve our business objectives, and as a result, may require the Company to file 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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Our future expenditures will depend on numerous factors, including: the rate at which we can introduce RxAir products and license Vytex NRL raw material and the foam cores made from Vytex to manufacturers and subsequently retailers; the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights, along with market acceptance of our products, and services and competing technological developments. As we expand our activities and operations, our cash requirements are expected to increase at a rate consistent with revenue growth after we achieve sustained revenue generation.

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Sources and Uses of Cash

Net cash ~~used in~~provided by operating activities was ~~$2,768,529~~$23,514 for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 as compared to net cash used in operating activities of ~~$2,353,944~~$1,162,325 for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, cash ~~used in~~provided by operations was primarily due to the ~~reduction~~decrease of inventories and the increase of accounts payable and accrued expenses, ~~and unearned revenue~~ and non-cash related add-back of share-based compensation expense, depreciation, amortization and ~~gain on settlement~~change in fair value of ~~debt, net.~~derivative liabilities.

The Company had ~~cash provided by investing activities of $399,170 during the nine months ended September 30, 2021 as compared to $133,878 of~~no cash used in investing activities during the three months ended March 31, 2022 as compared to $17,317 for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021.

Net cash ~~provided by~~used in financing activities was ~~$2,095,451~~$2,349 during the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, as compared to cash provided of ~~$2,487,380~~$1,754,962 during the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. During the ~~nine~~three months ended ~~September 30,~~March 31, 2022, cash was provided by related party advances of $40,000 which was offset by the repayment of finance lease obligations of $42,349. During the three months ended March 31, 2021, cash was provided by PPP loan proceeds of $1,402,900, ~~shareholder debt of $290,000,~~ related party term debt in the amount of ~~$533,039~~$395,000 offset by the repayment of finance lease obligations ~~repayment~~ of ~~$130,488.~~$42,938.

Off-Balance Sheet Arrangements

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

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; product development, introduction and acceptance; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

39
ITEM 4. CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Chief Financial Officer (the “Certifying Officer”) is responsible for establishing and maintaining disclosure controls and procedures for the Company. Although the Certifying Officer has designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this report was prepared, certain material weaknesses occurred during the period ended ~~September 30, 2021~~March 31, 2022 and subsequent to period end. The Certifying Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e) (the “Rules”) under the Securities Exchange Act of 1934 (or “Exchange Act”) as of the end of the period covered by this Quarterly Report and is working on improving controls with an outside CPA firm and dedicated internal resources.

37
Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d - 15(f) under the Securities Exchange Act of 1934). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that our receipts and expenditures are made in accordance with management authorization; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting, however well designed and operated, can provide only reasonable, and not absolute, assurance that the controls will prevent or detect misstatements. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.

Management, under the supervision and with the participation of our Chief Executive Officer and our acting Chief Financial Officer, conducted an evaluation of our internal control over financial reporting as of ~~September 30, 2021,~~March 31, 2022, based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013. Based on our evaluation under the COSO framework, management concluded that our internal control over financial reporting was not effective as of ~~September 30, 2021.~~March 31, 2022. Such conclusion was reached based on the following material weaknesses noted by management:

a) We have a lack of segregation of duties due to the small size of the Company.

b) The Company did not maintain reasonable control over records underlying transactions necessary to permit preparation of the Company’s financial statements.

c) Lack of controls that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposal of the Company’s assets that could have a material effect on the financial statements.

d) Lack of a formal CFO position who can devote significant attention to financial reporting resulted in multiple audit adjustments.

e) Lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Management believes the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future period.

Management expects to strengthen internal control during 2022 by developing stronger business and financial processes for accounting for transactions such as warrant/stock issuances, which will enhance internal control for the Company.

4038

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims that have not been fully resolved and have arisen in the ordinary course of business. See the discussion of pending legal proceedings in Note 14 of the Notes to Condensed Consolidated Financial Statements.

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

During the three months ended September 30, 2021, the Company issued 866,667 shares of common stock subscribed under a stock subscription agreement dated in July 2020 for $13,000. The other issuance in the quarter was in connection with share-based compensation. There were no current sales of unregistered securities.None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None
ITEM 6. EXHIBITS

Exhibit Index

Number Description

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

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

101.INS
Inline XBRL Instance Document

101.SCH
Inline XBRL Taxonomy Extension Schema Document

101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

4139

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VYSTAR CORPORATION

Date: ~~November 22, 2021~~June 8, 2022 By: /s/ Steven Rotman
Steven Rotman
President, Chief Executive Officer, Chief Financial Officer and Director
4240

	2022			2021
	Three Months Ended
	March 31,
	2022			2021

Revenue	$	3,839,258		$	12,868,119

Cost of revenue		1,660,274			6,076,840

Gross profit		2,178,984			6,791,279

Operating expenses:
Salaries, wages and benefits		908,482			1,949,139
Share-based compensation		137,948			204,696
Agent fees		418,179			1,251,873
Professional fees		189,403			20,183
Advertising		293,488			865,178
Rent		183,727			316,615
Service charges		107,172			224,516
Depreciation and amortization		150,580			192,009
Other operating		655,614			796,413

Total operating expenses		3,044,593			5,820,622

Operating income (loss)		(865,609	)		970,657

Other income (expense):
Interest expense		(179,309	)		(175,847	)
Change in fair value of derivative liabilities		57,000			(129,000	)
Gain on settlement of debt, net		-			1,247,635
Other income, net		33,952			57,747

Total other income (expense), net		(88,357	)		1,000,535

Net income (loss)		(953,966	)		1,971,192

Net (income) loss attributable to noncontrolling interest		179,612			(1,053,065	)

Net income (loss) attributable to Vystar	$	(774,354	)	$	918,127

Income (loss) per share:
Basic	$	(0.00	)	$	0.00
Diluted	$	(0.00	)	$	0.00

Weighted average number of common shares outstanding:
Basic		1,294,132,449			1,241,705,734
Diluted		1,294,132,449			1,241,905,734

	Shares			Stock		Shares		Stock		Capital			Deficit			Shares			Stock			Deficit			Interest			Deficit
	Attributable to Vystar
	Number					Number										Number						Total
	of					of				Additional						of						Vystar						Total
	Preferred			Preferred		Common		Common		Paid-in			Accumulated			Treasury			Treasury			Stockholders’			Noncontrolling			Stockholders’
	Shares			Stock		Shares		Stock		Capital			Deficit			Shares			Stock			Deficit			Interest			Deficit

Ending balance December 31, 2020		13,698		$	1		1,199,931,717	$	119,990	$	41,233,471		$	(48,713,184	)		(30,000	)	$	(30	)	$	(7,359,752	)	$	600,795		$	(6,758,957	)

Common stock issued for services							49,371,733		4,938		1,399,154												1,404,092						1,404,092

Common stock issued for settlement of related party payable							11,364,904		1,136		334,129												335,265						335,265

Share based compensation - options											4,916												4,916						4,916

Common stock issued for cash received in prior period							1,666,667		167		24,833												25,000						25,000

Preferred stock conversion		(5,000	)				1,767,945		177		(177	)											-						-

Common stock issued for settlement of loan
Common stock issued for settlement of loan,shares
Net income		-			-		-		-		-			918,127			-			-			918,127			1,053,065			1,971,192

Ending balance March 31, 2021		8,698			1		1,264,102,966		126,408		42,996,326			(47,795,057	)		(30,000	)		(30	)		(4,672,352	)		1,653,860			(3,018,492	)

Share based compensation - options											3,691												3,691						3,691

Net income (loss)		-			-		-		-		-			(136,547	)		-			-			(136,547	)		209,810			73,263
																												��
Ending balance June 30, 2021		8,698			1		1,264,102,966		126,408		43,000,017			(47,931,604	)		(30,000	)		(30	)		(4,805,208	)		1,863,670			(2,941,538	)

Common stock issued for services							29,205,927		2,920		703,077												705,997						705,997

Share based compensation - options											3,691												3,691						3,691

Common stock issued for cash received in prior period							866,667		87		12,913												13,000						13,000

Net loss		-			-		-		-		-			(1,519,307	)		-			-			(1,519,307	)		(439,512	)		(1,958,819	)

Ending balance September 30, 2021		8,698		$	1		1,294,175,560	$	129,415	$	43,719,698		$	(49,450,911	)		(30,000	)	$	(30	)	$	(5,601,827	)	$	1,424,158		$	(4,177,669	)

	2021			2020
	Nine Months Ended
	September 30,
	2021			2020
Cash flows from operating activities:
Net income (loss)	$	85,636		$	(7,528,269	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
(Gain) loss on settlement of debt, net		(2,675,926	)		1,419,461
Share-based compensation		623,501			1,024,788
Depreciation		289,569			424,965
Bad debts		132,702			14,150
Amortization of intangible assets		287,970			312,717
Noncash lease expense		229,093			96,612
Unamortized term debt issuance costs		-			16,500
Amortization of debt discount		26,335			720,916
Change in fair value of derivative liabilities		1,400			336,900
Interest expense on issuance of common stock		-			160,000
Loss on sale of property and equipment		170,801			-
Gain on sale of investments		(16,300	)		-
Net unrealized loss on available-for-sale investments		-			47,578
(Increase) decrease in assets:
Accounts receivable		(338,848	)		(135,145	)
Inventories		1,275,713			(818,516	)
Prepaid expenses and other		163,492			409,797
Deferred commission costs		83,205			72,965
Increase (decrease) in liabilities:
Accounts payable		(149,465	)		(1,317,889	)
Accrued expenses and interest payable		(2,077,141	)		1,550,909
Unearned revenue		(880,266	)		837,617

Net cash used in operating activities		(2,768,529	)		(2,353,944	)

Cash flows from investing activities:
Acquisition of property and equipment		(54,157	)		(130,195	)
Proceeds from the sale of property and equipment		311,300			-
Proceeds from the sale of investments		144,210			-
Patents and trademark fees		(2,183	)		(3,683	)

Net cash provided by (used in) investing activities		399,170			(133,878	)

Cash flows from financing activities:
Net repayments on line of credit		-			(210,200	)
Proceeds from issuance of term debt		1,402,900			2,211,400
Proceeds from issuance of convertible notes payable		290,000			-
Repayment of term debt		-			(794,106	)
Repayment of finance lease obligations		(130,488	)		(128,464	)
Proceeds from the issuance of notes - related parties		533,039			645,000
Advances from stock subscription receivable		-			714,500
Proceeds from stock subscription receivable		-			49,250

Net cash provided by financing activities		2,095,451			2,487,380

Net decrease in cash		(273,908	)		(442	)

Cash - beginning of period		620,539			72,355

Cash - end of period	$	346,631		$	71,913

Cash paid during the period for:
Interest	$	331,849		$	608,894

Non-cash transactions:
Common stock issued for accrued compensation	$	2,110,089		$	201,200
Common stock issued for settlement of related party payable		335,265			-
Prepaid expenses with common stock		291,000			-
Common stock issued for cash received in prior period		38,000			-
Common stock issued for preferred stock		177			-
Reduction of third-party vendor payable with transfer of inventories		2,886,497			-
Acquisition of inventories with third-party vendor payable at commencement of second sale agreement		2,886,497			-
Derivatives issued as a debt discount		65,000			28,000
Third-party settlement of the Company’s line of credit		-			2,203,339
Common stock issued for settlement of term debt and accrued interest		-			660,000

	Attributable to Vystar
	Number of			Number of				Additional						Number of						Total Vystar					Total
	Preferred	Preferred		Common		Common		Paid-in			Accumulated			Treasury			Treasury			Stockholders’			Noncontrolling		Stockholders’
	Shares	Stock		Shares		Stock		Capital			Deficit			Shares			Stock			Deficit			Interest		Deficit

Ending balance December 31, 2020	13,698	$	1		1,199,931,717	$	119,990	$	41,233,471		$	(48,713,184	)		(30,000	)	$	(30	)	$	(7,359,752	)	$	421,183	$	(6,758,957	)

Common stock issued for services					49,371,733		4,938		1,399,154												1,404,092					1,404,092

Share-based compensation - options									4,916												4,916					4,916

Common stock issued for settlement of related party payable					11,364,904		1,136		334,129												335,265					335,265

Common stock issued for cash received in prior period					1,666,667		167		24,833												25,000					25,000

Preferred stock conversion	(5,000)				1,767,945		177		(177	)											-					-

Net income	-		-		-		-		-			918,127			-			-			918,127			1,053,065		1,971,192
Net income (loss)	-		-		-		-		-			918,127			-			-			918,127			1,053,065		1,971,192

Ending balance March 31, 2021	8,698	$	1	$	1,264,102,966	$	126,408	$	42,996,326		$	(47,795,057	)	$	(30,000	)	$	(30	)	$	(4,672,352	)	$	1,474,248	$	(3,018,492	)

	●	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.

	2021			2020

Balance, beginning of the period	$	2,427,771		$	2,500,572

Customer deposits received		20,250,952			13,350,179

Warranty coverage purchased		-			118,151

Gift cards purchased		9,610			4,150

Revenue earned		(21,140,827	)		(12,634,863	)

Balance, end of the period	$	1,547,506		$	3,338,189

			Gross			Gross		Fair
	Cost		Unrealized Losses			Unrealized Gains		Value

December 31, 2020	$	141,225	$	(13,315	)	$	-	$	127,910

							Amortization
	September 30,			December 31,			Period		March 31,			December 31,			Amortization Period
	2021			2020			(in Years)		2022			2021			(in Years)
Amortized intangible assets:
Customer relationships	$	210,000		$	210,000			6 - 10	$	150,000		$	150,000		6 - 10
Proprietary technology		610,000			610,000			10		280,000			280,000		10
Tradename and brand		1,050,000			1,050,000			5 - 10		1,050,000			1,050,000		5 - 10
Marketing related		380,000			380,000			5		380,000			380,000		5
Patents		361,284			359,101			6 - 20		361,284			361,284		6 - 20
Noncompete		50,000			50,000			5		50,000			50,000		5

Total		2,661,284			2,659,101					2,271,284			2,271,284
Accumulated amortization		(1,120,156	)		(832,186	)				(1,157,798	)		(1,071,486	)

Intangible assets, net		1,541,128			1,826,915					1,113,486			1,199,798
Indefinite-lived intangible assets:
Trademarks		9,072			9,072					9,072			9,072

Total intangible assets	$	1,550,200		$	1,835,987				$	1,122,558		$	1,208,870

	Amount		Amount

Remaining in 2021	$	95,991
2022		383,961
Remaining in 2022			$	258,937
2023		377,350		338,638
2024		278,125		239,411
2025		129,261		90,550
2026				71,232
Thereafter		276,440		114,718

Total	$	1,541,128	$	1,113,486

	Operating Leases			Finance Leases			Total			Operating Leases			Finance Leases			Total

Remainder of 2021	$	280,335		$	69,972		$	350,307
2022		967,827			139,882			1,107,709
Remainder of 2022										$	705,811		$	115,841		$	821,652
2023		878,807			139,080			1,017,887			878,807			139,080			1,017,887
2024		870,000			139,080			1,009,080			870,000			139,080			1,009,080
2025		870,000			139,080			1,009,080			870,000			139,080			1,009,080
2026											870,000			68,395			938,395
Thereafter		4,422,500			68,395			4,490,895			3,552,500			-			3,552,500

Total undiscounted lease liabilities		8,289,469			695,489			8,984,958			7,747,118			601,476			8,348,594
Less: imputed interest		(1,782,210	)		(75,884	)		(1,858,094	)		(1,606,400	)		(61,204	)		(1,667,604	)

Net lease liabilities	$	6,507,259		$	619,605		$	7,126,864		$	6,140,718		$	540,272		$	6,680,990

					Carrying Amount Including Accrued Interest								Carrying Amount
			Principal		September 30,			December 31,			Principal		March 31,			December 31,
	Issue Date		Amount		2021			2020		Issue Date	Amount		2022			2021
Steven Rotman 8.00% note due July 2024										07/18/19	$	105,000	$	128,100		$	126,000
Steven Rotman 8.00% note due July 2024	07/18/19	$	105,000	$	123,900		$	117,600		07/18/19	$	105,000	$	128,100		$	126,000
Gregory Rotman 8.00% note due July 2024	07/18/19		55,207		65,160			61,847		07/18/19		55,207		67,368			66,264
Steven Rotman 5.00% note due July 2027	07/18/19		1,102,500		1,224,234			1,182,890		07/18/19		1,102,500		1,251,797			1,238,016
Bernard Rotman 5.00% note due July 2023	07/18/19		420,000		466,375			450,625		07/18/19		420,000		476,875			471,625
Steven Rotman 5.00% note due December 2021	12/19/19		100,000		108,958			105,207		12/19/19		100,000		111,458			110,208
Steven Rotman 5.00% note due February 2022	02/02/20		50,000		53,958			52,083		02/02/20		50,000		55,208			54,583
Gregory Rotman 5.00% note due June 2023	06/03/21		130,030		132,197			-		06/03/21		130,030		135,448			133,822
Jamie Rotman 5.00% note due August 2023	08/17/21		5,000		5,032			-
Jamie Rotman 5.00% note due August 2022										08/17/21		5,000		5,156			5,094

		$	1,967,737		2,179,814			1,970,252			$	1,967,737		2,231,410			2,205,612

Debt Discount					(43,333	)		(4,667	)					(10,833	)		(27,083	)

				$	2,136,481		$	1,965,585					$	2,220,577		$	2,178,529


Remainder of 2021	$	270,000
2022		1,223,000
Remainder of 2022			$	1,525,000
2023		1,094,000		1,117,000
2024		223,000		229,000
2025		36,000		36,000
2026				38,000
Thereafter		1,365,934		1,399,868

Long term debt	$	4,211,934	$	4,344,868

	Three Months Ended September 30,								Nine Months Ended September 30,								Three Months Ended March 31,
	2021				2020				2021				2020				2022				2021
			% of				% of				% of				% of				% of				% of
	Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales
Merchandise:
Case Goods
Bedroom Furniture	$	398,807		9.8	$	723,529		13.0	$	1,725,588		7.5	$	1,879,831		13.5	$	368,050		9.6	$	780,233		6.0
Dining Room Furniture		235,945		5.8		309,429		5.6		1,337,503		5.8		1,050,491		7.6		177,898		4.6		768,548		6.0
Occasional		422,044		10.4		981,164		17.7		3,186,248		13.8		2,387,054		17.2		503,681		13.1		1,952,829		15.2
		1,056,796		26.0		2,014,122		36.3		6,249,339		27.1		5,317,376		38.3		1,049,629		27.3		3,501,610		27.2
Upholstery		1,627,212		40.0		1,582,989		28.6		8,200,995		35.4		3,850,867		27.8		1,554,639		40.5		4,400,170		34.2
Mattresses and Toppers		847,997		20.9		899,693		16.2		3,681,848		15.9		2,291,156		16.5		844,435		22.0		1,789,456		13.9
Broadloom, Flooring and Rugs		143,618		3.5		464,408		8.4		1,996,618		8.6		970,593		7.0		152,677		4.0		1,320,223		10.3
Warranty		142,709		3.5		119,329		2.2		589,729		2.5		400,789		2.9		132,156		3.4		265,772		2.1
Air Purification Units		192,755		4.7		29,309		0.5		1,783,965		7.7		222,133		1.6		103,290		2.7		1,159,286		9.0
Accessories and Other		55,510		1.4		434,713		7.8		648,226		2.8		812,793		5.9		2,432		0.1		431,602		3.3
	$	4,066,597		100.0	$	5,544,563		100.0	$	23,150,720		100.0	$	13,865,707		100.0	$	3,839,258		100.0	$	12,868,119		100.0

	●	Expected Dividend Yield - because the Company does not currently pay dividends, the expected dividend yield is 0;
	●	Expected Volatility in Stock Price - volatility based on the Company’s 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.

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

Outstanding, December 31, 2020		27,874,938		$	0.19		2.47

Exercisable, December 31, 2020		27,124,938		$	0.19		2.59

Granted		-			-		-

Exercised		-			-		-

Forfeited		(750,000	)		0.57		-

Outstanding, September 30, 2021		27,124,938		$	0.19		2.67

Exercisable, September 30, 2021		26,749,938		$	0.20		2.67

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

Outstanding, December 31, 2021		27,174,938	$	0.19		1.53

Granted		-		-		-

Exercised		-		-		-

Forfeited		-	$	-		-

Outstanding, March 31, 2022		27,174,938	$	0.19		1.28

Exercisable, March 31, 2022		26,949,938	$	0.19		1.24

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

Outstanding, December 31, 2020		14,205,912			-	$	0.08		2.53
Outstanding, December 31, 2021											10,174,259			-	$	0.08		2.36

Granted		-			-		-		-		-			-		-		-

Exercised		-			-		-		-		-			-		-		-

Forfeited		(3,713,180	)		-		0.22		-		-			-		-		-

Expired		-			-		-		-		(1,125,939	)		-	$	0.15		-

Outstanding, September 30, 2021		10,492,732			-	$	0.08		2.62
Outstanding, March 31, 2022											9,048,320			-	$	0.07		2.39

Exercisable, September 30, 2021		10,492,732			-	$	0.08		2.62
Exercisable, March 31, 2022											9,048,320			-	$	0.07		2.39

	●	~~RxAir®~~RxAir™ Residential Filterless Air Purifier
	●	RX400 ™ FDA cleared Class II Filterless Air Purifier
	●	RX3000™ Commercial FDA cleared Class II Air Purifier

	a)	We have a lack of segregation of duties due to the small size of the Company.

	b)	The Company did not maintain reasonable control over records underlying transactions necessary to permit preparation of the Company’s financial statements.

	c)	Lack of controls that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposal of the Company’s assets that could have a material effect on the financial statements.

	d)	Lack of a formal CFO position who can devote significant attention to financial reporting resulted in multiple audit adjustments.

	e)	Lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Management believes the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future period.

Number		Description

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

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

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	VYSTAR CORPORATION

Date: ~~November 22, 2021~~June 8, 2022	By:	/s/ Steven Rotman
		Steven Rotman
		President, Chief Executive Officer, Chief Financial Officer and Director