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Vystar Corp – ‘10-Q/A’ for 9/30/13

On:  Friday, 4/18/14, at 4:46pm ET   ·   For:  9/30/13   ·   Accession #:  1511164-14-211   ·   File #:  0-53754

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/18/14  Vystar Corp                       10-Q/A      9/30/13   47:3.2M                                   Printing & Proxy, LLC/FA

Amendment to Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q/A      Amendment to Quarterly Report                       HTML     55K 
 8: EX-3.4      Articles of Incorporation/Organization or Bylaws    HTML     19K 
28: R1          Document and Entity Information                     HTML     42K 
20: R2          Vystar Corporation - Consolidated Balance Sheets    HTML    109K 
26: R3          Statement of Financial Position - Parenthetical     HTML     38K 
30: R4          Vystar Corporation - Consolidated Statements of     HTML     62K 
                Operations                                                       
43: R5          Vystar Corporation - Consolidated Statements of     HTML    130K 
                Cash Flows                                                       
21: R6          Note 1 Description of Business                      HTML     21K 
25: R7          Note 2 Basis of Presentation and Summary of         HTML     31K 
                Significant Accounting Policies                                  
18: R8          Note 3 Acquisiton of Kiron Clinical Sleep Lab, Llc  HTML    134K 
12: R9          Note 4 Liquidity and Going Concern                  HTML     25K 
44: R10         Note 5 Property and Equipment                       HTML     43K 
32: R11         Note 6 Intangible Assets                            HTML     38K 
31: R12         Note 7 Income Taxes                                 HTML     22K 
36: R13         Note 8 Notes Payable and Loan Facility              HTML     47K 
37: R14         Note 9 Stockholders' Equity                         HTML     37K 
35: R15         Note 10 Share-based Compensation                    HTML     21K 
38: R16         Note 2 Basis of Presentation and Summary of         HTML     20K 
                Significant Accounting Policies: Basis of                        
                Presentation (Policies)                                          
27: R17         Note 2 Basis of Presentation and Summary of         HTML     20K 
                Significant Accounting Policies: Estimates                       
                (Policies)                                                       
29: R18         Note 2 Basis of Presentation and Summary of         HTML     22K 
                Significant Accounting Policies: Concentration of                
                Credit Risk (Policies)                                           
34: R19         Note 2 Basis of Presentation and Summary of         HTML     22K 
                Significant Accounting Policies: Inventory                       
                (Policies)                                                       
47: R20         Note 2 Basis of Presentation and Summary of         HTML     22K 
                Significant Accounting Policies: Loss Per Share                  
                (Policies)                                                       
40: R21         Note 2 Basis of Presentation and Summary of         HTML     23K 
                Significant Accounting Policies: Revenues                        
                (Policies)                                                       
23: R22         Note 2 Basis of Presentation and Summary of         HTML     23K 
                Significant Accounting Policies: Fair Value of                   
                Financial Instruments (Policies)                                 
33: R23         Note 3 Acquisiton of Kiron Clinical Sleep Lab,      HTML    110K 
                Llc: Schedule of Business Acquisition Pro Forma                  
                Combined Statement of Operations (Tables)                        
24: R24         Note 5 Property and Equipment: Property, Plant and  HTML     41K 
                Equipment (Tables)                                               
11: R25         Note 6 Intangible Assets: Schedule of Intangible    HTML     36K 
                Assets and Goodwill (Tables)                                     
41: R26         Note 2 Basis of Presentation and Summary of         HTML     20K 
                Significant Accounting Policies: Loss Per Share                  
                (Details)                                                        
45: R27         Note 3 Acquisiton of Kiron Clinical Sleep Lab, Llc  HTML     34K 
                (Details)                                                        
15: R28         Note 3 Acquisiton of Kiron Clinical Sleep Lab,      HTML     87K 
                Llc: Schedule of Business Acquisition Pro Forma                  
                Combined Statement of Operations (Details)                       
14: R29         Note 4 Liquidity and Going Concern (Details)        HTML     24K 
16: R30         Note 5 Property and Equipment: Property, Plant and  HTML     30K 
                Equipment (Details)                                              
17: R31         Note 5 Property and Equipment (Details)             HTML     19K 
19: R32         Note 6 Intangible Assets: Schedule of Intangible    HTML     32K 
                Assets and Goodwill (Details)                                    
10: R33         Note 6 Intangible Assets (Details)                  HTML     20K 
39: R34         Note 8 Notes Payable and Loan Facility (Details)    HTML    165K 
22: R35         Note 9 Stockholders' Equity (Details)               HTML     69K 
46: XML         IDEA XML File -- Filing Summary                      XML     71K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX     91K 
13: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    567K 
 2: EX-101.INS  XBRL Instance -- vyst-20130930                       XML    710K 
 4: EX-101.CAL  XBRL Calculations -- vyst-20130930_cal               XML     22K 
 5: EX-101.DEF  XBRL Definitions -- vyst-20130930_def                XML    186K 
 6: EX-101.LAB  XBRL Labels -- vyst-20130930_lab                     XML    481K 
 7: EX-101.PRE  XBRL Presentations -- vyst-20130930_pre              XML    375K 
 3: EX-101.SCH  XBRL Schema -- vyst-20130930                         XSD    112K 
42: ZIP         XBRL Zipped Folder -- 0001511164-14-000211-xbrl      Zip     71K 


‘10-Q/A’   —   Amendment to Quarterly Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



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  Vystar Corp (Form: 10-Q, Received: 05/16/2011 16:38:34)  
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q/A

(Amendment No. 1)


[X]

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


For the quarterly period ended September 30, 2013


[  ]

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.)


2484 Briarcliff Rd NE, #22

Suite 159

Atlanta, GA 30329

(Address of Principal Executive Offices, Zip Code)


(866) 674-5238

(Registrant's telephone number including area code)


None

(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  [  ]  NO [X]

 

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  [X]  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]


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 April 17, 2014 there were 48,143,588 shares of the Registrant’s common stock, par value $0.0001 per share, outstanding.


 

 




1






Explanatory Note

 

The sole purpose of this Amendment No. 1 (this “Amendment”) to Vystar Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, filed with the Securities and Exchange Commission on April 14, 2013 (the “Form 10-Q”), is to furnish Exhibit 101, which provides the XBRL (eXtensible Business Reporting Language) Interactive Data Files for the financial statements and notes included in Part I, Item 1 of the Form 10-Q.

 

No other modifications or changes have been made to the Form 10-Q.  This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

 

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.





2






ITEM 6.         EXHIBITS


Exhibit Index


Number

 

Description

 

 

 

31.1 *

 

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

 

 

 

31.2 *

 

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

 

 

 

32.1 *

 

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

  

 

 

101 **

 

The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) Balance Sheets; (ii) Statements of Income; (iii) Statements of Cash Flows; and (iv) Notes to Financial Statements.

 

* Filed herewith


**  In accordance with Regulation S-T, the XBRL related information in Exhibit No. 101 to this Quarterly Report on Form 10-Q shall be deemed “furnished” herewith and not “filed.”




3






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:  April 18, 2014

By:

/s/ William R. Doyle

 

 

William R. Doyle

 

 

Chairman, President, Chief Executive Officer and Director

(Principal Executive Officer)

 

 

Date: April 18, 2014

 

/s/ W. Dean Waters

 

 

W. Dean Waters

 

 

Chief Financial Officer

(Principal Financial and Accounting Officer)


 




4







CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002


I, William R. Doyle, certify that:


 

1.

I have reviewed this Quarterly Report on Form 10-Q of Vystar Corporation (the “Company”) for the quarter ended September 30, 2013, as amended;


 

2.

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


 

3.

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


 

4.

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have:


 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


 

b)

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


 

c)

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


 

d)

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


 

5.

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


 

a)

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


 

b)

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

 

Date:  April 18, 2014

By:

/s/ William R. Doyle

 

 

Chairman, President and Chief Executive Officer

 



5






CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002


I, W. Dean Waters, certify that:


 

1.

I have reviewed this Quarterly Report on Form 10-Q of Vystar Corporation (the “Company”) for the quarter ended September 30, 2013, as amended;


 

2.

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


 

3.

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


 

4.

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have:


 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


 

b)

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


 

c)

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


 

d)

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


 

5.

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


 

a)

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


 

b)

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

 

Date: April 18, 2014

By:

/s/ W. Dean Waters

 

 

Chief Financial Officer

 

 



6






CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Vystar Corporation (the “Company”) on Form 10-Q for the Quarter Ended September 30, 2013 as filed with the Securities and Exchange Commission on April 14, 2014, and as amended as of the date hereof (the “Report”), the undersigned, William R. Doyle, Chairman, President and Chief Executive Officer of the Company, and W. Dean Waters, Chief Financial Officer of the Company, each do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

 

 

(1)

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

 

 

(2)

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

 

/s/ William R. Doyle

 

William R. Doyle

Chairman, President and Chief Executive Officer

April 18, 2014

 

 

/s/ W. Dean Waters

 

W. Dean Waters

Chief Financial Officer

April 18, 2014

 

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

 

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




7


 C: 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q/A’ Filing    Date    Other Filings
Filed on:4/18/14
4/17/14
4/14/1410-Q,  4
For Period end:9/30/1310-Q,  NT 10-Q
4/14/13
 List all Filings 
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