UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549







FORM
10-Q







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




For
the quarterly period ended March 31, 2010




OR




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




For
the transition period from




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.)




3235
Satellite Blvd.


Building
400, Suite 290


Duluth,
GA 30096


(Address
of Principal Executive Offices, Zip Code)




(770)
965-0383


(Registrant's
telephone number including area code)




(Former
name, former address and former fiscal year, if changed since last
report)







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   T   NO  
 ̈









Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).    YES    ̈
    NO    ̈




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




Large
      accelerated filer    ̈
            
            Accelerated
      filer    ̈
            
            Non-accelerated
      filer    ̈
            
            Smaller
      reporting company   x(Do
      not check if a smaller reporting
company)




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




As of May
11, 2010, there were 14,134,024shares
of the Registrant’s common stock, par value $0.0001 per share,
outstanding.







Vystar
Corporation
 Form
10-Q for the Quarter Ended March 31, 2010
 
 Index
 
 Part I.  Financial
      InformationItem
      1.
                                        Financial StatementsBalance Sheets at March 31, 2010 (unaudited) and
      December 31, 2009
                                        
                                        3Statements of Operations for the Three Months
      Ended March 31, 2010and 2009 (unaudited)
                                        
                                        4Statements of Cash Flows for the Three Months
      Ended March 31, 2010and 2009 (unaudited)
                                        
                                        5Notes to Financial Statements
      (unaudited)
                                        
                                        6Item
      2.
                                        Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
                                        
                                        13Item
      3.
                                        Quantitative and Qualitative Disclosures About
      Market Risk
                                        
                                        16Item
      4.
                                        Controls and Procedures
                                        
                                        17Part II.  Other
      InformationItem
      1.
                                        Legal Proceedings
                                        
                                        17Item
      2.
                                        Unregistered Sales of Equity Securities and Use of
      Proceeds
                                        
                                        17Item
      3.
                                        Defaults Upon Senior
    Securities
                                        
                                        18Item
      4.
                                        Submission of Matters to a Vote of Security
      Holders
                                        
                                        18Item
      5.
                                        Other Information
                                        
                                        18Item
      6.
                                        Exhibits
                                        
                                        18
  2
  Part
I.       FINANCIAL INFORMATION
 
 ITEM
1.                  Financial
Statements
 
 VYSTAR
CORPORATION
 BALANCE
SHEETS
 
 March
      31, 2010
                                              
                                              
                                              December
      31, 2009(unaudited)ASSETSCURRENT
      ASSETSCash
                                              
                                              $
                                              671,955
                                              
                                              
                                              $
                                              780,147Accounts
      receivable
                                              
                                              
                                              36,177
                                              
                                              
                                              
                                              25,678Inventory
                                              
                                              
                                              153,578
                                              
                                              
                                              
                                              140,827Deposits
                                              
                                              
                                              117,805
                                              
                                              
                                              
                                              11,786Prepaid
      expenses
                                              
                                              
                                              58,888
                                              
                                              
                                              
                                              97,483Note
      receivable due from related party
                                              
                                              
                                              -
                                              
                                              
                                              
                                              137,949Other
                                              
                                              
                                              19,891
                                              
                                              
                                              
                                              19,649TOTAL
      CURRENT ASSETS
                                              
                                              
                                              1,058,294
                                              
                                              
                                              
                                              1,213,519PROPERTY
      AND EQUIPMENT, NET
                                              
                                              
                                              6,218
                                              
                                              
                                              
                                              8,104OTHER
      ASSETSPatents
      and trademarks, net
                                              
                                              
                                              123,823
                                              
                                              
                                              
                                              115,975Other
                                              
                                              
                                              5,704
                                              
                                              
                                              
                                              5,887TOTAL
      ASSETS
                                              
                                              $
                                              1,194,039
                                              
                                              
                                              $
                                              1,343,485LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                                              
                                              $
                                              165,016
                                              
                                              
                                              $
                                              128,888Accrued
      expenses
                                              
                                              
                                              140,985
                                              
                                              
                                              
                                              127,922TOTAL
      CURRENT LIABILITIES
                                              
                                              
                                              306,001
                                              
                                              
                                              
                                              256,810LONG-TERM
      LIABILITIES
                                              
                                              
                                              30,469
                                              
                                              
                                              
                                              47,399TOTAL
      LIABILITIES
                                              
                                              
                                              336,470
                                              
                                              
                                              
                                              304,209STOCKHOLDERS'
      EQUITYPreferred
      stock, $0.0001 par value, 15,000,000 shares authorized; none issued and
      outstanding
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Common
      stock, $0.0001 par value, 50,000,000 shares authorized; 13,916,524 and
      13,042,774 shares issued and outstanding at March 31, 2010 and December
      31, 2009, respectively
                                              
                                              
                                              1,392
                                              
                                              
                                              
                                              1,304Additional
      paid-in capital
                                              
                                              
                                              12,579,901
                                              
                                              
                                              
                                              11,994,522Deferred
      compensation
                                              
                                              
                                              (191,337
                                              )
                                              
                                              
                                              (84,428
                                              )Accumulated
      deficit
                                              
                                              
                                              (11,532,387
                                              )
                                              
                                              
                                              (10,872,122
                                              )TOTAL
      STOCKHOLDERS' EQUITY
                                              
                                              
                                              857,569
                                              
                                              
                                              
                                              1,039,276TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                              
                                              $
                                              1,194,039
                                              
                                              
                                              $
                                              1,343,485
 
 The
accompanying notes are an integral part of these financial
statements.
  3
  VYSTAR
CORPORATION
 STATEMENTS
OF OPERATIONS
 (unaudited)
 
 Three
      Months Ended March 31,2010
                                    
                                    
                                    2009REVENUES
                                    
                                    $
                                    83,409
                                    
                                    
                                    $
                                    11,076COST
      OF REVENUES
                                    
                                    
                                    72,225
                                    
                                    
                                    
                                    7,994Gross
      Profit
                                    
                                    
                                    11,184
                                    
                                    
                                    
                                    3,082OPERATING
      EXPENSESSales
      and marketing
                                    
                                    
                                    188,479
                                    
                                    
                                    
                                    141,843General
      and administrative
                                    
                                    
                                    466,588
                                    
                                    
                                    
                                    325,073Research
      and development
                                    
                                    
                                    16,937
                                    
                                    
                                    
                                    82,137Total
      Operating Expenses
                                    
                                    
                                    672,004
                                    
                                    
                                    
                                    549,053LOSS
      FROM OPERATIONS
                                    
                                    
                                    (660,820
                                    )
                                    
                                    
                                    (545,971
                                    )OTHER
      INCOME (EXPENSE)Interest
      income
                                    
                                    
                                    1,183
                                    
                                    
                                    
                                    7,623Interest
      expense
                                    
                                    
                                    (628
                                    )
                                    
                                    
                                    (19
                                    )Reversal
      of provision for note receivable from related party
                                    
                                    
                                    -
                                    
                                    
                                    
                                    30,000NET
      LOSS
                                    
                                    $
                                    (660,265
                                    )
                                    
                                    $
                                    (508,367
                                    )Basic
      and Diluted Loss per Share
                                    
                                    $
                                    (0.05
                                    )
                                    
                                    $
                                    (0.04
                                    )Basic
      and Diluted Weighted Average Number of Common Shares
      Outstanding
                                    
                                    
                                    13,375,510
                                    
                                    
                                    
                                    11,952,407
 
 The
accompanying notes are an integral part of these financial
statements.
  4
  VYSTAR
CORPORATION
 STATEMENTS
OF CASH FLOWS
 (unaudited)
 
 Three
      Months Ended March 312010
                                    
                                    
                                    2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                    
                                    $
                                    (660,265
                                    )
                                    
                                    $
                                    (508,367
                                    )Adjustment
      to reconcile net loss to net cash used in operating
      activitiesStock-based
      compensation expense
                                    
                                    
                                    118,217
                                    
                                    
                                    
                                    86,072Reversal
      of provision on related party note receivable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (30,000
                                    )Amortization
      of deferred compensation
                                    
                                    
                                    78,091
                                    
                                    
                                    
                                    13,787Depreciation
                                    
                                    
                                    1,886
                                    
                                    
                                    
                                    1,547Amortization
                                    
                                    
                                    746
                                    
                                    
                                    
                                    746(Increase)
      decrease in assetsAccounts
      receivable
                                    
                                    
                                    (10,499
                                    )
                                    
                                    
                                    -Inventory
                                    
                                    
                                    (12,751
                                    )
                                    
                                    
                                    (26,561
                                    )Prepaid
      expenses
                                    
                                    
                                    38,595
                                    
                                    
                                    
                                    20,259Other
                                    
                                    
                                    (106,078
                                    )
                                    
                                    
                                    (11,928
                                    )Increase
      (decrease) in liabilitiesAccounts
      payable
                                    
                                    
                                    36,128
                                    
                                    
                                    
                                    (3,139
                                    )Accrued
      expenses
                                    
                                    
                                    13,063
                                    
                                    
                                    
                                    (3,675
                                    )Other
                                    
                                    
                                    (16,930
                                    )
                                    
                                    
                                    (1,157
                                    )Net
      cash used in operating activities
                                    
                                    
                                    (519,797
                                    )
                                    
                                    
                                    (462,416
                                    )CASH
      FLOWS FROM INVESTING ACTIVITIESProceed
      from related party note receivable
                                    
                                    
                                    137,949
                                    
                                    
                                    
                                    15,000Cost
      of patents
                                    
                                    
                                    (8,594
                                    )
                                    
                                    
                                    (6,677
                                    )Net
      cash provided by investing activities
                                    
                                    
                                    129,355
                                    
                                    
                                    
                                    8,323CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock
                                    
                                    
                                    282,250
                                    
                                    
                                    
                                    -Net
      cash provided by financing activities
                                    
                                    
                                    282,250
                                    
                                    
                                    
                                    -NET
      DECREASE IN CASH
                                    
                                    
                                    (108,192
                                    )
                                    
                                    
                                    (454,093
                                    )CASH
      - BEGINNING OF PERIOD
                                    
                                    
                                    780,147
                                    
                                    
                                    
                                    956,655CASH
      - END OF PERIOD
                                    
                                    $
                                    671,955
                                    
                                    
                                    $
                                    502,562SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCASH
      PAID DURING THE PERIOD FORInterest
                                    
                                    $
                                    628
                                    
                                    
                                    $
                                    19
 
 The
accompanying notes are an integral part of these financial
statements.
  5
  VYSTAR
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 March 31,
2010 (unaudited)
 
 NOTE
1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 History
and Nature of Business
 Vystar
Corporation (“Vystar”, the “Company”, “we”, “us”, or “our”) is the creator and
exclusive owner of the innovative technology to produce Vytex® Natural Rubber
Latex ("NRL"). This technology reduces antigenic protein in natural rubber latex
products to virtually undetectable levels in both liquid NRL and finished latex
products.  Vystar intends to introduce Vytex NRL, its new “ultra low
protein” natural rubber latex, throughout the worldwide marketplace that uses
NRL or latex substitutes as a component of manufactured
products.  Natural rubber latex or latex substitutes are used in an
extensive range of products including balloons, textiles, footwear and clothing
(threads), adhesives, foams, furniture, carpet, paints, coatings, protective
equipment, sporting equipment, and, especially health care products such as
condoms, surgical and exam gloves. The Company produces Vytex through toll
manufacturing and licensing agreements and has started introducing Vytex NRL
into the supply channels with targeted marketing campaigns directed to the end
users.  During 2008, the Company signed an agreement with Revertex
(Malaysia) for the production of Vytex NRL.  Revertex is a
non-exclusive, toll manufacturer for Vystar.  In March 2010, the
Company signed a licensing agreement for the production of Vytex NRL with
GrupoAgroindustrialOccidente's "Pica de Hule Natural," located in
Guatemala.
 
 Vystar
LLC, the predecessor to the Company, was formed February 2, 2000, as a Georgia
limited liability company. The Company’s operations under the LLC entity were
focused substantially on the research, development and testing of the Vytex NRL
process, as well as attaining intellectual property rights. In 2003, the Company
reorganized as Vystar Corporation, a Georgia corporation, at which time all
assets and liabilities of the limited liability company became assets and
liabilities of Vystar Corporation, including all intellectual property rights,
patents and trademarks.
 
 Basis
of Presentation
 The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles of the United States of America
(“GAAP”) for interim financial information.  Accordingly, certain
information and footnotes required by GAAP for complete financial statements may
be condensed or omitted.  These interim financial statements should be
read in conjunction with our audited financial statements and notes thereto
included in the Company's annual report on Form 10-K for the year ended December
31, 2009, filed with the Securities and Exchange Commission
("SEC").  In the opinion of Vystar management, these financial
statements contain all adjustments (which comprise only normal and recurring
accruals) necessary to present fairly the financial position and results of
operations as of and for the three month periods ended March 31, 2010 and
2009.  The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying
disclosures.  Although these estimates are based on management’s best
knowledge of current events and actions the Company may undertake in the future,
actual results could differ from these estimates.
 
 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 in many cases exceeds the Federal Deposit Insurance
Corporation, or FDIC, insurance limits.  While we monitor 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, we have experienced no loss or lack of
access to our cash; however, we can provide no assurances that access to our
cash will not be impacted by adverse conditions in the financial
markets.
  6
  VYSTAR
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 March 31,
2010 (unaudited)
 
 Inventory
 Inventory
is stated at the lower of cost or market and cost is determined using the
first-in, first-out (FIFO) method. The valuation of inventory requires the
Company to estimate net realizable value. Inventory is written down for
estimated obsolescence to the lesser of cost or market value.
 
 Loss
Per Share
 Because
the Company reported a net loss for the three month periods ended March 31, 2010
and 2009, common stock equivalents, including stock options and warrants, were
anti-dilutive; therefore, the amounts reported for basic and dilutive loss per
share were the same.  Excluded from the computation of diluted loss
per share were options to purchase 5,175,000 shares and 3,400,000 shares of
common stock for the three months ended March 31, 2010 and 2009, respectively,
as their effect would be anti-dilutive.  Warrants to purchase
2,241,559 shares and 2,808,356 shares of common stock for the three months ended
March 31, 2010 and 2009, respectively, were also excluded from the computation
of diluted loss per share as their effect would be anti-dilutive.
  Revenue
 The
Company recognizes revenue when the following four criteria are met: (1)
persuasive evidence of an arrangement exists; (2) shipment or delivery has
occurred; (3) the price is fixed or determinable and (4) collectability is
reasonably assured.    Revenue is recognized at the time
product is shipped and title passes to the customer.
 
 Fair
Value of Financial Instruments
 The
carrying value of cash, accounts receivable, accounts payable and certain other
financial instruments (such as accrued expenses and other current liabilities)
included in the accompanying balance sheets approximates their fair value
principally due to the short-term maturity of these
instruments.
 
 Subsequent
Events
 The
Company evaluated subsequent events through May 14, 2010 when these financial
statements were issued.  We are not aware of any 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 our financial
statements.
 
 NOTE
2 – LIQUIDITY AND GOING CONCERN
 
 The
Company's financial statements are prepared using the accrual method of
accounting in accordance with accounting principles generally accepted in the
United States of America 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. The Company has incurred significant losses and
experienced negative cash flow since its inception. Further, at March 31, 2010,
the accumulated deficit amounted to approximately $11,532,387.
 
 Vystar
was in the development stage for most of 2009, transitioning to the operational
stage in the final quarter of 2009. At March 31, 2010, the Company had cash of
approximately $672,000. Management plans to finance future operations through
the use of cash on hand, increased revenues and raising additional capital
through a private placement and stock warrant exercises from existing
shareholders. As the Company’s product continues to gain market acceptance, the
Company expects sales in 2010 to continually increase. The Company also is
currently engaged in raising additional capital through a private placement and
stock warrant exercises from existing shareholders. Year-to-date through May 11,
2010, the Company has raised additional capital of $263,750 and $74,750 through
the private placement and stock warrant exercises, respectively. The Company
plans to raise at least an additional $1,165,625 from the private placement in
2010. Based on current financial projections, management believes that the
Company will have adequate working capital to funds its operations and satisfy
its liabilities through at least March 31, 2011.
  7
  VYSTAR
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 March 31,
2010 (unaudited)
 
 NOTE
3 – PROPERTY AND EQUIPMENT
 
 Property
and equipment consists of the following at March 31, 2010 and December 31,
2009:
  March
      31, 2010
                      
                      
                      December
      31, 2009Furniture
      and fixtures
                      
                      $
                      15,347
                      
                      
                      $
                      15,347Equipment
                      
                      
                      23,431
                      
                      
                      
                      23,43138,778
                      
                      
                      
                      38,778Accumulated
      depreciation
                      
                      
                      (32,560
                      )
                      
                      
                      (30,674
                      )$
                      6,218
                      
                      
                      $
                      8,104
 
 Depreciation
expense for the three months ended March 31, 2010 and 2009 was $1,886 and
$1,547, respectively.
 
 NOTE
4 – PATENTS AND TRADEMARKS
 
 Patents
represent legal and other fees associated with the registration of
patents.  The Company has two patents and two provisional patent
submissions with the United States Patent and Trade Office (USPTO), as well as
an international PCT (Patent Cooperation Treaty) patent.
 
 The
Company has incurred legal and other fees associated with its application to the
USPTO for trademark protection for “Vystar”, “Vytex”, and “Created by
Nature.  Recreated by Science.” during 2010 and 2009.
 
 Patents
and trademarks are as follows:
 
 March
      31, 2010
                    
                    
                    December
      31, 2009Patents
                    
                    $
                    127,331
                    
                    
                    $
                    118,737Accumulated
      amortization
                    
                    
                    (12,580
                    )
                    
                    
                    (11,834
                    )114,751
                    
                    
                    
                    106,903Trademarks
                    
                    
                    9,072
                    
                    
                    
                    9,072$
                    123,823
                    
                    
                    $
                    115,975
 
 Amortization
expense for the three months ended March 31, 2010 and 2009 was $746 and $745,
respectively.
 
 NOTE
5 – INCOME TAXES
 
 There is
no income tax benefit recorded for the losses for the three months ended March
31, 2010 and 2009 since management has determined that the realization of the
net deferred tax asset is not assured and has created a valuation allowance for
the entire amount of the net deferred tax asset.
  8
  VYSTAR
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 March 31,
2010 (unaudited)
 
 NOTE
6 – STOCKHOLDERS’ EQUITY
 
 In April
2009, the Company’s Board of Directors and shareholders authorized the number of
preferred shares to be increased from 10,000,000 shares to 15,000,000 shares and
the number of common shares from 25,000,000 shares to 50,000,000
shares.
 
 Common
Stock and Warrants
  On
November 2, 2009 the Company began an offering to sell up to 1,000,000 shares of
common stock and 1,000,000 warrants to purchase common stock through a private
placement memorandum.  Under the terms of the private placement
memorandum, the Company is offering up to 1,000,000 shares of common stock at
$2.00 per share.  For each two (2) shares of common stock purchased,
the investor will receive a warrant to purchase a share of common stock at an
exercise price of $1.50 per share exercisable for one year from issuance and an
additional warrant to purchase a share of common stock at an exercise price of
$3.25 per share exercisable for two years from issuance.  The Company
has the right to increase the offering up to 2,000,000 shares of common stock
and 2,000,000 warrants to purchase common stock.  During 2009 the
Company received $430,000 and issued 215,000 shares of common stock and warrants
to purchase an additional 215,000 shares of common
stock.   During the three months ended March 31, 2010 the Company
received $245,000 and issued 122,500 shares of common stock and warrants to
purchase an additional 122,500 shares of common stock.   In May
2010, the Company modified the private placement memorandum by changing the
price of the common stock to $1.25 per share.   The exercise
price of the warrants also was modified to $1.00 per share if exercised by
December 31, 2010.   If the warrants are not exercised by
December 31, 2010, then the price per share reverts to the $1.50 or $3.25
respectively.
 
 In
January 2010, the Company issued 20,000 shares of common stock valued at $40,598
under an agreement for professional services that were provided in the three
month period ended March 31, 2010.  The value of the common stock was
expensed and included in stock based compensation expense in the three month
period ended March 31, 2010.
 
 In
January 2010, the Company issued 100,000 shares of common stock valued at
$185,000 under an agreement for professional services to be provided over a
period of twelve months.  The amortization of deferred compensation
expense for the three month period ended March 31, 2010 related to these shares
was $34,414.
 
 Additionally,
the Company recorded $43,677 in amortization of deferred compensation expense
for the three month period ended March 31, 2010, related to 2009 common stock
and warrants issuances for services.
 
 NOTE
7 – STOCK-BASED COMPENSATION
 
 Generally
accepted accounting principles requires share-based payments to employees,
including grants of employee stock options, to be recognized in the income
statement based on their fair values at the date of grant, net of estimated
forfeitures.
 
 Options
 
 The
Company used the Black-Scholes option pricing model to estimate the grant-date
fair value of awards granted.  There were no awards granted in the
three month period ended March 31, 2010.  The following assumptions
were used for option awards granted in the three months ended March 31,
2009:
  9
  VYSTAR
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 March 31,
2010 (unaudited)
 
 ·
              Expected
      Dividend Yield – because the Company does not currently pay dividends, the
      expected dividend yield is zero;
 ·
              Expected
      Volatility in Stock Price – because trading in the Company’s stock began
      late in 2009, there was insufficient data to project the Company’s future
      volatility and instead the expected volatility of similar public entities
      (including companies engaged in the manufacture and/or distribution of
      medical, surgical and healthcare supplies) was considered with expected
      volatility ranging from 23.26% -
39.17%;
 ·
              Risk-free
      Interest Rate – reflects the average rate on a United States Treasury bond
      with maturity equal to the expected term of the option, ranging from 1.32
      – 2.84%; and
 ·
              Expected
      Life of Awards – because the Company has had minimal experience with the
      exercise of options or warrants for use in determining the expected life
      for each award, the simplified method was used to calculate an expected
      life based on the midpoint between the vesting date and the end of the
      contractual term of the stock
award.
 
 The
Company recorded $118,217 and $86,072 of stock-based compensation expense for
the three month periods ended March 31, 2010 and 2009, respectively, related to
employee and board member stock options and stock warrants issued to
nonemployees.  Of this, approximately $69,060 and $12,261 for the
three month periods ended March 31, 2010 and 2009, was related to stock options
issued to employees and board members that vested during those
periods.  As of March 31, 2010, $943,371 of unrecognized compensation
expense related to non-vested share-based awards remains to be recognized over a
weighted average period of approximately 4 years.
 
 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, which was also approved by the Company’s shareholders, and to include
the independent Board members in the plan in lieu of continuing the previous
practice of granting warrants each quarter to independent board members for
services.  At March 31, 2010, there were 4,825,000 shares of common
stock reserved for issuance under the Plan.  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 typically granted at an exercise price
equal to the fair market value of the Company’s common stock on the date of
grant, typically vest over periods up to 4 years and are typically exercisable
up to 10 years.
 
 There
were no stock option grants made during the three months ended March 31,
2010.  The weighted-average assumptions used in the option pricing
model for stock option grants were as follows for the three months ended March
31, 2009:
 
 2009Expected
      Dividend Yield
                    
                    
                    -Expected
      Volatility in Stock Price
                    
                    
                    38.15
                    %Risk-Free
      Interest Rate
                    
                    
                    1.88
                    %Expected
      Life of Stock Awards - Years
                    
                    
                    5Weighted
      Average Fair Value at Grant Date
                    
                    $
                    0.59
  10
  VYSTAR
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 March 31,
2010 (unaudited)
 
 The
following table summarizes all stock option activity of the Company for the
three months ended March 31, 2010:
 Number
      of
                                          
                                          
                                          Weighted
      AverageOptions
                                          
                                          
                                          Exercise
      PriceOutstanding,
      December 31, 2009
                                          
                                          
                                          5,175,000
                                          
                                          
                                          $
                                          1.23Granted
                                          
                                          
                                          -
                                          
                                          
                                          $
                                          -Forfeited
                                          
                                          
                                          -
                                          
                                          
                                          $
                                          -Outstanding,
      March 31, 2010
                                          
                                          
                                          5,175,000
                                          
                                          
                                          $
                                          1.23Exercisable,
      March 31, 2010
                                          
                                          
                                          3,695,000
                                          
                                          
                                          $
                                          1.08
 
 Warrants
 
 Warrants
are issued to third parties as payment for services and in conjunction with the
issuance of common stock.  The fair value of each common stock warrant
issued for services is estimated on the date of grant using the Black-Scholes
option pricing model.  The following weighted average assumptions were
used for warrants granted for the three months ended March 31:
 
 2010
                    
                    
                    2009Expected
      Dividend Yield
                    
                    
                    -
                    
                    
                    
                    -Expected
      Volatility in Stock Price
                    
                    
                    38.42
                    %
                    
                    
                    37.06
                    %Risk-Free
      Interest Rate
                    
                    
                    2.36
                    %
                    
                    
                    1.70
                    %Expected
      Life of Awards, Years
                    
                    
                    5
                    
                    
                    
                    9.1
 
 The
following table represents the Company’s warrant activity for the three months
ended March 31, 2010:
 
 Weighted Average
                                                
                                                
                                                
                                                
                                                
                                                Weighted
      AverageNumber of
                                                
                                                
                                                Grant
      Date
                                                
                                                
                                                Weighted Average
                                                
                                                
                                                RemainingWarrants
                                                
                                                
                                                Fair
      Value
                                                
                                                
                                                Exercise
      Price
                                                
                                                
                                                Contractual Life (Years)Outstanding,
      December 31, 2009
                                                
                                                
                                                2,736,514
                                                
                                                
                                                
                                                
                                                
                                                $
                                                1.17
                                                
                                                
                                                
                                                3.60Issued
      in private placement
                                                
                                                
                                                122,500
                                                
                                                
                                                
                                                
                                                
                                                $
                                                2.38Granted
                                                
                                                
                                                13,795
                                                
                                                
                                                $
                                                0.62
                                                
                                                
                                                $
                                                1.67Exercised
                                                
                                                
                                                (631,250
                                                )
                                                
                                                
                                                
                                                
                                                
                                                $
                                                0.06Outstanding,
      March 31, 2010
                                                
                                                
                                                2,241,559
                                                
                                                
                                                
                                                
                                                
                                                
                                                $
                                                1.56
                                                
                                                
                                                
                                                3.50Exercisable,
      March 31, 2010
                                                
                                                
                                                2,241,559
                                                
                                                
                                                
                                                
                                                
                                                
                                                $
                                                1.05
                                                
                                                
                                                
                                                3.50
 
 The
Company issued 13,795 warrants for services during the three months ended March
31, 2010 at exercise prices ranging from $1.60 to $1.70 per share, exercisable
over 10 years from the grant date.  All of the warrants vested
immediately.  The fair value of the warrants was calculated as of the
date of the grant utilizing the Black-Scholes option pricing model and
assumptions as detailed above.  The total amount of the fair value was
$8,559 and was recorded as stock based compensation expense when vesting
occurred.
  11
  VYSTAR
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 March 31,
2010 (unaudited)
 
 NOTE
8 – RELATED PARTY TRANSACTIONS
 
 Climax
Global Energy
  During
2005 and 2006, the Company advanced cash and made payments on behalf of Climax
Global Energy, Inc. (“Climax”), a development stage company controlled by the
Company’s former CEO, resulting in a note.  On August 15, 2008, the
Company entered into an agreement with Climax which specified the repayment
terms of the note receivable.  The significant terms were established
as follows:  (A) the note is non-interest bearing, (B) a $25,000
payment to be made on or before September 30, 2008, (C) equal monthly payments
of $5,000 will commence in October 2008, and (D) the note shall be due and
payable in full no later than January 31, 2010.  In 2009 all payments
due under the agreement had been received by the Company and the note was paid
in full in the first quarter of 2010.
 
 Officers
and Directors
  On March
31, 2009, the Company’s four independent directors each received warrants,
valued at approximately $12,000, to purchase 20,000 shares of the Company’s
common stock with an exercise price of $1.63.  The warrants are
exercisable in whole or in part at or before March 31, 2019 and vested
immediately.
 
 As
previously discussed in Note 7, during April 2009 the Company’s Board of
Directors authorized the inclusion of the independent Board members in the
Company’s stock option plan in lieu of continuing the previous practice of
granting warrants each quarter to independent board members.  Each
Board member was granted options to purchase 400,000 shares of the Company’s
common stock at an exercise price of $1.63.  Vesting occurs at the end
of each complete calendar quarter served as an independent board member of the
Company at a rate of 20,000 shares each.  The options are exercisable
in whole or in part before June 30, 2019.
 
 The
options granted to one of the Board members were forfeited in June 2009 due to
resignation from the Board.  That member returned to the Board in
September 2009 and was granted an option to purchase 400,000 shares of the
Company’s common stock at an exercise price of $1.63.  The terms are
as discussed in the above paragraph and the options are exercisable in whole or
in part before September 30, 2019.
 
 Other
 
 At
December 31, 2009, the Company had accrued severance of $81,250 payable to the
Company’s former CFO, Glenn Smotherman.  Mr. Smotherman has agreed to
payment of this liability beginning at the earlier of payment in full of the
Climax receivable or the Company’s achievement of specific sales
goals.  The payments on this liability began in January 2010 and will
be satisfied in 24 equal monthly payments.
  12
  ITEM
      2.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
  GENERAL
 
 Vystar
LLC, the predecessor to the Company, was formed February 2, 2000, as a Georgia
limited liability company by Travis W. Honeycutt. The Company’s operations under
the LLC entity were focused substantially on the research, development and
testing of the Vytex® Natural Rubber Latex ("NRL") process, as well as attaining
intellectual property rights. In 2003, the Company reorganized as Vystar
Corporation, a Georgia corporation, at which time all assets and liabilities of
the limited liability company became assets and liabilities of Vystar
Corporation, including all intellectual property rights, patents and
trademarks.
 
 We are
the creator and exclusive owner of the innovative technology to produce Vytex
NRL. This technology reduces antigenic protein in natural rubber latex products
to virtually undetectable levels in both liquid NRL and finished latex
products.  We have started to introduce Vytex NRL, our new “ultra low
protein” natural rubber latex, throughout the worldwide marketplace that uses
NRL or latex substitutes as a component of manufactured
products.  Natural rubber latex is used in an extensive range of
products including balloons, textiles, footwear and clothing (threads),
adhesives, foams, furniture, carpet, paints, coatings, protective equipment,
sporting equipment, and especially health care products such as condoms,
surgical and exam gloves. We produce Vytex through toll manufacturing and
licensing agreements and have started introducing Vytex NRL into the supply
channels with aggressive, targeted marketing campaigns directed to the end
users.
 
 We are no
longer a development stage company, having transitioned to the operating stage
during the last quarter of 2009.  Our primary focus now is increasing
market-acceptance for Vytex NRL and accordingly, increasing
sales.  With this change in our status, we expect that our financial
condition and results of operations will undergo substantial change from what we
experienced as a development stage company.  In addition to recording
both revenue and expense from product sales, we expect to incur increased costs
for sales and marketing expenses. Accordingly, the financial condition and
results of operations reflected in our historical financial statements are not
expected to be indicative of our future financial condition and results of
operations.
 
 Critical
Accounting Policies and Estimates
 
 Our
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance with
U.S. generally accepted accounting principles. As such, we are required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. By their nature, these estimates and judgments are
subject to an inherent degree of uncertainty. Our management reviews its
estimates on an on-going basis. We base our estimates and assumptions on
historical experience, knowledge of current conditions and our understanding of
what we believe to be reasonable that might occur in the future considering
available information. Actual results may differ from these estimates, and
material effects on our operating results and financial position may
result.
  13
 
 RESULTS
OF OPERATIONS
  Comparison
of the Three Months Ended March 31, 2010 with the Three Months Ended March 31,
2009
  Revenues
  Revenues for the three months ended
March 31, 2010 and 2009 were $83,409 and $11,076, respectively.
  Operating
Expenses
  Three
      Months EndedMarch
      31,
                                      
                                      
                                      $
                                      
                                      
                                      %2010
                                      
                                      
                                      2009
                                      
                                      
                                      Change
                                      
                                      
                                      ChangeOPERATING
      EXPENSES:Sales
      and marketing
                                      
                                      $
                                      188,479
                                      
                                      
                                      $
                                      141,843
                                      
                                      
                                      $
                                      46,636
                                      
                                      
                                      
                                      32.9
                                      %General
      and administrative
                                      
                                      
                                      466,588
                                      
                                      
                                      
                                      325,073
                                      
                                      
                                      
                                      141,515
                                      
                                      
                                      
                                      43.5
                                      %Research
      and development
                                      
                                      
                                      16,937
                                      
                                      
                                      
                                      82,137
                                      
                                      
                                      
                                      (65,200
                                      )
                                      
                                      
                                      -79.4
                                      %$
                                      672,004
                                      
                                      
                                      $
                                      549,053
                                      
                                      
                                      $
                                      122,951
                                      
                                      
                                      
                                      22.4
                                      %
  Our
operating expenses were $672,004 and $549,053 for the three months ended March
31, 2010 and 2009, respectively, for an increase of $122,951 or
22.4%.  In the three months ended March 31, 2010, $118,217 was
recorded for stock-based compensation as well as an additional $78,091 for
amortization of deferred compensation.  The deferred compensation
expense represents the amortized fair value of stock issued for future services
to non-employees.  This compares with $86,072 for stock-based
compensation in 2009 for the same period and $13,787 for amortization of
deferred compensation in that period.  The deferred compensation
expense for 2009 represents the amortized fair value of warrants issued for
future services to non-employees.  The stock-based compensation
charges to operations in 2010 and 2009 were primarily for stock options granted
under our Stock Option Plan to executive officers and were made so that their
interests would be aligned with those of shareholders, providing incentive to
improve Company performance on a long-term basis.  Grants of warrants
were also made to third parties for various services rendered to preserve
operating capital.   Amortization of deferred compensation is
recorded in general and administrative expenses.   Stock-based
compensation expense is included in sales and marketing and general and
administrative expenses.   For the three months ended March 31,
2010, the amount of stock-based compensation included in sales and marketing was
$15,588 and in general and administrative was $102,629.   For the
three months ended March 31, 2009, the amount of stock-based compensation
included in sales and marketing was $12,261 and in general and administrative
was $73,811.
  For the
three months ended March 31, 2010 and 2009, sales and marketing expenses were
$188,479 and $141,843, respectively.  The increase of $46,636 is
primarily due to in 2010 having one additional full-time sales professional,
increases in travel and other related sales activities, including professional
services and promotional and advertising expenditures.   Sales
and marketing expenses consist primarily of compensation and support costs for
sales and marketing personnel, professional services, promotional, marketing and
related activities.
  For the
three months ended March 31, 2010 and 2009, general and administrative expenses
were $466,588 and $325,073, respectively.  The increase of $141,515 is
primarily composed of increased costs of being a public company and relate
primarily to investor and public relations, audit and insurance cost increases,
as well as the increase in amortization of deferred compensation for stock and
warrants issued for services and increase in stock-based compensation
expense.   General and administrative expenses consist primarily
of compensation and support costs for management and administrative staff, and
for other general and administrative costs, including professional fees related
to accounting, finance, and legal services as well asother operating
expenses.
  14
  Included
in our operating expenses for the three months ended March 31, 2010 was $16,937
for research and development expenses compared to $82,137 for the three months
ended March 31, 2009 for a decrease of $65,200.   The decrease is
primarily due to the completion of many research and development projects in
2009 with more focus in 2010 on sales and marketing and less on research and
development activities.   Research and development expenses
consist primarily of compensation for employees and contractors engaged in
internal research and product development activities, laboratory operations, and
related operating expenses.
  Other
Income (Expense)
  Other
income for the three months ended March 31, 2010, consisted of $1,183 of
interest income on cash deposits net of interest expense of
$628.   This compares to $7,623 of interest income for the three
months ended March 31, 2009 net of $19 interest expense and the $30,000 reversal
of a provision for a related party note receivable.
  Net
Loss
  Net loss
was $660,265 and $508,367 for the three months ended March 31, 2010 and 2009,
respectively, an increase of $151,898 or 29.9% in the net loss.
  LIQUIDITY
AND CAPITAL RESOURCES
  As of
March 31, 2010, we had current assets of $1,058,294, including $671,955 in cash,
and $306,001 of current liabilities, or working capital of
$752,293.  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.
  Sources and Uses of
Cash
  For the
three months ended March 31, 2010 and 2009, net cash used by operations was
$519,797 and $462,416, respectively.  The negative cash flow for three
months ended March 31, 2010 was primarily the result of the $660,265 net
loss.  This was reduced by several non-cash charges, primarily the
stock-based compensation charges of $118,217 and $78,091 for amortization of
deferred compensation.  The Company made purchases of and deposits on
inventory, in the amount of $143,920, during this period.  The
negative cash flow for the three months ended March 31, 2009 resulted primarily
from the net loss of $508,367 reduced by non-cash charges related to stock-based
compensation expense of $86,072 and amortization of deferred compensation of
$13,787.
  Net
cash provided by investing activities for the three months ended March 31,
2010 and 2009, was $129,355 and $8,323, respectively, both related to legal and
other costs associated with our patents. The increase was due to the receipt of
the amount due on the related party note receivable in January
2010.
  Net cash
provided by financing activities for the three months ended March 31, 2010 was
$282,250 in proceeds from the sale of common stock and exercise of common stock
purchase warrants.
  15
  Our
future expenditures and capital requirements will depend on numerous factors,
including: the rate at which we can introduce and sell NRL to manufacturers; the
costs of filing, prosecuting, defending and enforcing any patent claims and
other intellectual property rights; and market acceptance of our products and
competing technological developments. We expect that we will incur in excess of
$2 million of expenditures over the next 12 months including almost $800,000 in
both personnel costs in general and administrative expenses, including
professional fees.  As we expand our activities and operations, our
cash requirements are expected to increase at a rate consistent with revenue
growth after we have achieved sustained revenue generation.
  We expect
that our cash used in operations will continue to increase as a result of the
following planned activities:
  ·
              The
      addition of staff to our workforce as needs
  arise;
 ·
              Increased
      spending for the expansion of our research and development efforts,
      including clinical trials, regulatory submissions, assistance with
      manufacturing trials and product
enhancements;
 ·
              Increased
      spending in marketing as our products are introduced into the
      marketplace;
 ·
              Increases
      in our general and administrative activities related to our operations as
      a reporting public company and related corporate compliance
      requirements.
  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
  16
 
 ITEM
      4.
              CONTROLS
      AND PROCEDURES
 
 (A)
              Evaluation
      of disclosure controls and
procedures
 
 Our management, including our principal
executive and principal financial officer, has evaluated the effectiveness of
our disclosure controls and procedures as of March 31, 2010.  Our
disclosure controls and procedures are designed to provide reasonable assurance
that the information required to be disclosed in this quarterly report on Form
10-Q has been appropriately recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission’s rules and
forms, and that such information is accumulated and communicated to our
management, including our principal executive and principal financial officer,
to allow timely decisions regarding required disclosure.  Based on
that evaluation, our principal executive officer and principal financial officer
have concluded that our disclosure controls and procedures are effective to the
reasonable assurance level.
 
 (B)
              Changes
      in internal control over financial
reporting
 
 We
regularly review our system of internal control over financial reporting and
make changes to our processes and systems to improve controls and increase
efficiency, while ensuring that we maintain an effective internal control
environment.  Changes may include such activities as implementing new,
more efficient systems, consolidating activities, and migrating
processes.
 
 There
were no changes in our internal control over financial reporting that occurred
during the first quarter of 2010 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 
 PART
II.  OTHER INFORMATION
  ITEM
      1.
              LEGAL
      PROCEEDINGS
  None.
  ITEM
      2.
              UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
 
 Set forth
below is information regarding shares of common stock, warrants and options to
purchase common stock issued by the Company in the quarter ended March 31, 2010,
that were not registered under the Securities Act of 1933, as amended (the
“Securities Act”). Also included is the consideration, if any, received by the
Company for such shares, warrants and options and information relating to the
section of the Securities Act, or rule of the Securities and Exchange
Commission, under which exemption from registration was claimed.
  (a) Common Stock and
Warrant Financings
  From
January 1, 2010 through March 31, 2010, the Company issued 31,250 shares of
common stock upon the exercise of warrants at $1.00 per
share.  Additionally, in March 2010, the Company issued 600,000 shares
of common stock upon the exercise of warrants at $0.01 per
share.
  17
 
 From
January 1, 2010 through March 31, 2010, the Company issued 1,212 warrants
to purchase one share of common stock at an exercise price of $1.65 per share,
1,333 warrants to purchase one share of common stock at an exercise price of
$1.50 per share, 1,250 warrants to purchase one share of common stock at an
exercise price of $1.60 per share, and 10,000 warrants to purchase one share of
common stock at an exercise price of $1.70 per share, all for services rendered
to the Company.
 
 (b) Stock Option
Grants
  None.
  (c) Application of
Securities Laws and Other Matters
  No
underwriters were involved in the foregoing sales of securities. The securities
described in section (a) of this Item 2 were issued to investors in
reliance upon the exemption from the registration requirements of the Securities
Act, as set forth in Section 4(2) under the Securities Act and
Regulation D promulgated thereunder, as applicable, relative to sales by an
issuer not involving any public offering, to the extent an exemption from such
registration was required.
  All of
the foregoing securities are deemed restricted securities for purposes of the
Securities Act. All certificates representing the issued shares of common stock,
warrants and options described in this Item 2 included appropriate legends
setting forth that the securities had not been registered and the applicable
restrictions on transfer.
  ITEM
      3.
              DEFAULTS
      UPON SENIOR SECURITIES
  None
  ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS
  None
  ITEM
      5.
              OTHER
      INFORMATION
  None
  ITEM
      6.
              EXHIBITS
  Exhibit
Index *
 *
Some Exhibits have certain confidential information redacted pursuant to a
request for confidential treatment
 
 Number
                
                Description3.1
                
                Articles
      of Incorporation of Vystar Acquisition Corporation (now named Vystar
      Corporation) dated December 17, 2003 (as amended) (incorporated by
      reference to Vystar’s Registration Statement on Form S-1 originally filed
      on November 13, 2008, Registration Statement No.
    333-155344)3.2
                
                Bylaws
      of Vystar Corporation (incorporated by reference to Vystar’s Registration
      Statement on Form S-1 originally filed on November 13, 2008, Registration
      Statement No. 333-155344)
  18
 
 4.1
                    
                    Specimen
      Certificate evidencing shares of Vystar common stock (incorporated by
      reference to Vystar’s Registration Statement on Form S-1 originally filed
      on November 13, 2008, Registration Statement No.
    333-155344)4.2
                    
                    Form
      of Share Subscription Agreements and Investment Letter (First Private
      Placement) (incorporated by reference to Vystar’s Registration Statement
      on Form S-1 originally filed on November 13, 2008, Registration Statement
      No. 333-155344)4.3
                    
                    Form
      of Share Subscription Agreement and Investment Letter (Second Private
      Placement) (incorporated by reference to Vystar’s Registration Statement
      on Form S-1 originally filed on November 13, 2008, Registration Statement
      No. 333-155344)4.4
                    
                    Form
      of Vystar Corporation Investor Questionnaire and Subscription Agreement
      (Third Private Placement) (incorporated by reference to Vystar’s
      Registration Statement on Form S-1 originally filed on November 13, 2008,
      Registration Statement No. 333-155344)10.1*
                    
                    Manufacturing
      Agreement between Vystar Corporation and Revertex (Malaysia) Sdn. Bhd.
      effective April 1, 2008 (incorporated by reference to Vystar’s
      Registration Statement on Form S-1 originally filed on November 13, 2008,
      Registration Statement No. 333-155344)10.2
                    
                    Executive
      Employment Agreement between Vystar Corporation and William R. Doyle,
      dated November 11, 2008 (incorporated by reference to Vystar’s
      Registration Statement on Form S-1 originally filed on November 13, 2008,
      Registration Statement No. 333-155344)10.3
                    
                    Management
      Agreement dated January 31, 2008 between Universal Capital Management,
      Inc. and Vystar Corporation (incorporated by reference to Vystar’s
      Registration Statement on Form S-1 originally filed on November 13, 2008,
      Registration Statement No. 333-155344)10.4
                    
                    Letter
      Agreement dated August 15, 2008 between Universal Capital Management, Inc.
      and Vystar Corporation  (incorporated by reference to Vystar’s
      Registration Statement on Form S-1 originally filed on November 13, 2008,
      Registration Statement No. 333-155344)10.5
                    
                    Addendum
      to Management Agreement dated February 29, 2008 between Universal Capital
      Management, Inc. and Vystar Corporation (incorporated by reference to
      Vystar’s Registration Statement on Form S-1 originally filed on November
      13, 2008, Registration Statement No. 333-155344)10.6
                    
                    Warrant
      Purchase Agreement dated January 31, 2008 between Universal Capital
      Management, Inc. and Vystar Corporation (incorporated by reference to
      Vystar’s Registration Statement on Form S-1 originally filed on November
      13, 2008, Registration Statement No. 333-155344)10.7
                    
                    Management
      Agreement dated April 30, 2008 between Universal Capital Management, Inc.
      and Vystar Corporation (incorporated by reference to Vystar’s Registration
      Statement on Form S-1 originally filed on November 13, 2008, Registration
      Statement No. 333-155344)10.8
                    
                    Warrant
      Purchase Agreement dated April 30, 2008 between Universal Capital
      Management, Inc. and Vystar Corporation (incorporated by reference to
      Vystar’s Registration Statement on Form S-1 originally filed on November
      13, 2008, Registration Statement No.
333-155344)
  19
 
 10.9
                  
                  Vystar
      Corporation 2004 Long-Term Compensation Plan, as amended (incorporated by
      reference to Vystar’s Registration Statement on Form S-1 originally filed
      on November 13, 2008, Registration Statement No.
    333-155344)10.10
                  
                  Employment
      Agreement between Vystar Corporation and Sandra Parker dated April 1, 2008
      (incorporated by reference to Vystar’s Registration Statement on Form S-1
      originally filed on November 13, 2008, Registration Statement No.
      333-155344)10.11
                  
                  First
      Amendment to Employment Agreement dated July 1, 2009, between Vystar
      Corporation and Sandra Parker (incorporated by reference to Vystar’s
      Registration Statement on Form S-1 originally filed on November 13, 2008,
      Registration Statement No. 333-155344)10.12*
                  
                  Distributor
      Agreement among Vystar Corporation, Centrotrade Minerals & Metals,
      Inc. and Centrotrade Deutschland, GmbH dated January 6, 2009 (incorporated
      by reference to Vystar’s Registration Statement on Form S-1 originally
      filed on November 13, 2008, Registration Statement No.
      333-155344)10.13
                  
                  Note
      agreement between Vystar Corporation and Climax Global Energy, Inc. dated
      August 15, 2008 (incorporated by reference to Vystar’s Registration
      Statement on Form S-1 originally filed on November 13, 2008, Registration
      Statement No. 333-155344)10.14
                  
                  Lockup
      Agreement with Glen W. Smotherman dated July 30, 2009 (incorporated by
      reference to Vystar’s Registration Statement on Form S-1 originally filed
      on November 13, 2008, Registration Statement No.
    333-155344)10:15
                  
                  Employment
      Agreement between Vystar Corporation and Matthew Clark dated January 4,
      2010 (incorporated by reference to Vystar’s Current Report on Form 8-K
      filed on April 13, 2010)10:16
                  
                  Employment
      Agreement between Vystar Corporation and Jack W. Callicutt dated April 8,
      2010 (incorporated by reference to Vystar’s Current Report on Form 8-K
      filed on April 13, 2010)31.1
                  
                  Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200231.2
                  
                  Certification
      of Chief Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act
      of 200232.1
                  
                  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
  *
              Confidential treatment requested as to certain portions, which portions
      have been omitted and filed separately with the Securities and Exchange
      Commission.
  20
  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
      CORPORATIONDate:  May
      14, 2010
                By:
                /s/ William R. DoyleWilliam
      R. DoyleChairman,
      President, Chief Executive Officer and Director (Principal Executive
      Officer)Date:
      May 14, 2010
                By:
                /s/ Jack W. CallicuttJack
      W. CallicuttChief
      Financial Officer (Principal Financial and Accounting
    Officer)
  21