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Where to Buy - RxAir Air Purification System
https://www.rxair.com/shop/
VYST
thanks doog buddy. all of us longs know what we own and yes, "sunshine and blue skies are coming"
VYST
Tradition meets technology at Rotmans
“We go out of our way to do what is necessary to make sure our customers are completely satisfied,” says Steve Rotman, president and chief executive officer. “If a customer has an issue, our customer service department coordinates with sales and delivery to solve the problem immediately.”
https://sleepsavvymagazine.com/tradition-meets-technology-rotmans/
VYST
Vystar Corp. – Vytex Trademark
https://trademarks.justia.com/880/77/vytex-88077279.html
VYST
Tamicare Ltd. Selects Vytex® Natural Rubber Latex for Its Breakthrough Cosyflex® Dynamic Fabric, Enabling Entry into the Multi-Billion Dollar Non-Woven Market
Tamar Giloh, Chief Executive Officer of Tamicare Ltd., said, "After working with a number of natural and sustainable materials, Vytex NRL was the only one that provided the quality and functionality needed in the finished Cosyflex fabric."
https://www.prnewswire.com/news-releases/tamicare-ltd-selects-vytex-natural-rubber-latex-for-its-breakthrough-cosyflex-dynamic-fabric-enabling-entry-into-the-multi-billion-dollar-non-woven-market-162051785.html
VYST
The Power 50: Steven Rotman
"we're in conversations with Disney on balloons" - CEO Steven Rotman
http://www.wbjournal.com/article/20180709/printedition/307069950/the-power-50-steven-rotman
Rotmans Awards, Recognitions and Honors
Gold Bond: Brilliance Collection with Vytex
http://www.goldbondmattress.com/specialty/index.php?category_id=5352
VYST
Latex Mattress Topper – The Best Products for 2019
****The ONLY one that is "OUT OF STOCK"****
https://snoremagazine.com/latex-mattress-topper/
Vytex Super-Soft Toppers and Pillows Hit Market
Vytex Cloud pillows are “pillows for life,” Rotman said. They offer “light, natural breathability and resilience and provide cool, supportive comfort for years.”
https://bedtimesmagazine.com/2018/10/vytex-super-soft-toppers-and-pillows-hit-market/
VYST
"Used in over 400 hospitals"
"The preferred choice of hospitals worldwide."
-RxAir is shown at the 1:00 mark
downdraft, awesome number crunching there. here is one for you to work on. from my conversation with Greg Rotman, Rotmans has $8 million in inventory and it turns over 4x's annually. now add in the vytex and subsidiaries to see what you get.
VYST
thanks for the convo update dinero
Vystar Corp.: VYST Moving on High Notes
“Cleaning up our balance sheet by retiring all toxic convertible debt is a necessary step in the process of executing our strategic business plan to expand the company organically and through accretive acquisitions designed to improve our earnings per share. This multi-step event validates our business plan.” - Steve Rotman, CEO of Vystar
http://streetregister.com/2019/04/15/vystar-corp-common-stock-otcmkts-vyst-moving-on-high-notes/
VYST
Steve Rotman's Confirmation with Disney
"we're in conversations with Disney on balloons." - Steve Rotman
http://www.wbjournal.com/article/20180501/NEWS01/180509994/furniture-industry-leader-rotman-eyes-lucrative-latex-market
VYST
I agree doog. The Rotmans most likely has this all lined up through the next eight quarters. The ignition switch is going to be flipped here shortly.
VYST
Yes and he can be our video editing person as well. great idea.
VYST
"The world is falling in love with natural rubber latex all over again with Vytex Natural Rubber Latex".
Let's put it into a jingle. I will write a guitar riff to it and you can be the vocalist.
VYST
"The world is falling in love with natural rubber latex all over again with Vytex Natural Rubber Latex".
Let's put it into a jingle. I will write a guitar riff to it and you can be the vocalist.
VYST
Yes Sir, HMB, you hit the nail on the head. We have the best seat in the house to witness something very special that only comes around every once in a while here in the OTC.
VYST
downdraft, I was researching that yesterday and noticed the same thing. Sybertech is located in British Columbia, Canada.
Med Air Solutions seems to be a new product of Vystar Corp. The website has all the tech and videos familiar to Vystar Corp. Dr. Stone has an article "Dialysis and the Dialysis Air Environment" within the News tab as well.
https://medairsolutions.com/blogs/news
Financials are going to be "out-of-this-world" with so many avenues to draw from.
VYST
Med Air Solutions
The Med Air Solution 400 was engineered to fight the common cold, bacteria, mold, influenza viruses, volatile organic compounds like paint and varnish, and odors like pets and smoking. Designed with patented ViraTech® Air Purification technology that is owned and manufactured by Vystar Corporation.
Our flagship customer “The Med Stay” is located in Nashville, Tennessee and is the pioneer for providing temporary medical housing for patients that require short or long-term stay medical treatments. The Med Stay is proud to feature the Med Air Solutions 400 in each of their patient rooms.
Vystar acquires assets of UV Flu Technologies
UV Flu's RxAir filtration system is one of the few UV air purifiers that have been proven in independent laboratories certified by the Food and Drug Administration and the Environmental Protection Agency to destroy 99.6 percent of harmful micro-organisms on the first pass, according to Vystar.
Vystar acquired all UV Flu intellectual property and multiple patents, product lines, tooling, FDA clearances, research data, websites and other assets for $975,000 or 27.9 million shares of Vystar restricted common stock.
https://www.rubbernews.com/article/20180510/NEWS/180519999/vystar-acquires-assets-of-uv-flu-technologies
VYST
great to have you back buddy.
VYST
i suppose. i don't have a twitter account therefore, i have never tweeted before. Car, you have been appointed to "tweet" Vystar Cofps RxAir and it's benefits to all the news outlets.
teamwork helps everyone in the end. thanks car for the tweeting suggestion.
what a awesome team we have here.
VYST
here is a thought benjimane...what if all of us write to our local tv networks and tell them about Vystar Corps RxAir and attach the abc news clips and Dr. Stones interview clip. i think that it will spread like wildfire, hell i am going to start tomorrow for the dallas/fort worth region.
VYST
Gold Bond: Brilliance Collection with Vytex
http://www.goldbondmattress.com/specialty/index.php?category_id=5352
VYST
Virtually Allergen-Free Vytex Latex to be Featured on Fox Business News "New to the Street" April 2
March 27, 2017 11:32 AM EDT
NEW YORK, NY -- (Marketwired) -- 03/27/17 -- Eco-friendly ultra-low protein Vytex® natural rubber latex (NRL) from Vystar Corp. (OTC PINK: VYST) will be featured on "New to the Street," airing nationwide on Fox Business News, Sunday, April 2. "New to the Street's" Vytex segment will air within the half hour show that begins at 1:30pm ET/12:30pm CT/11:30am MT/10:30am PT. Vytex overcomes the latex allergy issue with a patented process that removes 99.85% of allergy-causing proteins and non-rubber particles. The result is purer, stronger, more durable, odor free and more resilient latex than competitors with all the well-known benefits of naturally antimicrobial and biodegradable latex.
"New to the Street" host Ken Evseroff discusses with Vystar CEO Bill Doyle, NHS and Rotmans Furniture CEO Steve Rotman and Hedge Fund Manager and Medical Doctor Joseph Allegra how Vytex is emerging as the latex of choice in multiple industries to replace materials that are non-biodegradable, have harmful off gassing, cause allergies or have noxious smells.
"New to the Street" has also been working on a 30-minute feature on Vytex and several of its manufacturing partners that is expected to air later in April.
Vystar's Vytex NRL is a game changer for the latex industry. Its advantages over other lattices and petrochemical materials, such as memory foam, include:
***Virtually allergen free to reduce risk of developing or
experiencing allergic reactions
***Odor-free
***Comparable in cost to traditional latex
***Sustainably sourced
***Biodegradable
***Stronger and more durable
***More resilient
***Naturally antimicrobial
***Longer lifecycle
***Requires less water, chemicals and processing during
manufacture
***Superior tactile sensitivity and liquid barrier protection
***No off gassing
Vytex is ideal to replace traditional latex and memory foam, polyurethane, vinyl and other materials for 40,000 applications such as mattresses, toppers and pillows; cushions; medical devices, tubing; multiple types of gloves; adhesives; footwear; sports equipment, apparel and threads.
VYST
Vytex Featured on New To The Street, Aired on ION
Vystar Corp - CREATORS OF VYTEX® NATURAL RUBBER LATEX
https://www.vystarcorp.com/company-home/
VYST
Overall Average: 80% Buy
https://www.barchart.com/stocks/quotes/VYST/opinion
VYST
VYST - DECLARATION OF STEVEN ROTMAN -- Read 21-32 PER PACER COURT FILINGS (MARCH 5, 2019) BY VYSTAR.
I, Steven Rotman, do hereby declare the truth of the foregoing under penalty of perjury pursuant to 28 U.S.C. §1746 as follows:
1. I am the chief executive officer of defendant Vystar Corporation. (“Vystar”). I submit this certification in support of Vystar’s opposition to Plaintiff’s motion for partial summary judgment on the first and third causes of action in the complaint (“Opposition”).
2. I am familiar with the facts and circumstances set forth herein based upon my own knowledge and a review of the company’s business records.
3. Vystar is a public company with its headquarters in Worcester, Massachusetts. Vystar stock is traded on the OTCMarkets Pink Exchange, trading under the symbol VYST. A penny stock, the daily volume of the shares traded in the stock from the last 30 days ranged from a low of approximately 6,000,000 shares per day to a high of approximately 52,000,000 shares per day.
4. Vystar is the exclusive creator of Vytex Natural Rubber Latex (NRL), a multi-patented, all-natural, raw material that contains significantly reduced levels of the proteins found in natural rubber latex and can be used in over 40,000 products, and the owner of RxAir™ UV light air purification products. Vytex NRL is a 100% renewable resource, environmentally safe, "green"and fully biodegradable. Vystar is working with manufacturers across a broad range of consumer and medical products bringing Vytex NRL to market in adhesives, gloves, balloons, condoms, other medical devices and natural rubber latex foam mattresses, toppers, and pillows.
The Underlying Agreements Between Vystar and Plaintiff
5. In or about January 2018, Vystar sought a relatively small amount of additional financing and, as a result of that desire to secure such financing, was introduced to Plaintiff. The relationship
between the parties emanates from two agreements drafted by Plaintiff. The first is a convertible note (“Note”). The Note documented a loan from Plaintiff to Vystar in the amount of $80,000, plus interest
on the unpaid principal balance at a rate of 12% per annum. Id. All payments due under the Note were to be paid “in lawful money of the United States of America”. This was a form agreement drafted by Plaintiff and provided to Vystar, with little room for negotiation. Annexed hereto as Exhibit 1 is a true copy of the Note.
6. The second agreement executed in the transaction was a securities purchase agreement (“SPA”). The SPA documented the purchase by Plaintiff of the Note and permitted the Plaintiff through the use of an irrevocable instruction to a transfer agent, to effectuate the conversion of the shares. This was a form agreement drafted by Plaintiff and provided to Vystar, with little room for negotiation. Annexed hereto as Exhibit 2 is a true copy of the SPA.
7. The SPA identified the amount that was to be loaned. It was not the $80,000 in the Note, but rather $75,500.
8. In terms of payment and closing date of the documents, the SPA states in paragraph 1(b):
b) Form of Payment. On the Closing Date (i) the Purchaser [Plaintiff] shall pay the Purchase Price by wire transfer immediately available funds to the Company [Vystar], in accordance with the Company’s written wiring instructions, simultaneously with the delivery of the Note, and (ii) the Company shall deliver such Note duly executed on behalf of the Company to the Purchaser, simultaneously with the delivery of the Purchase Price.
9. The loan amount to actually be received from Plaintiff was further reduced by $3,200: [o]n or prior to the Closing, the Company shall pay or reimburse to Purchaser a nonrefundable, non-accountable sum equal to $3,200 . . . the Purchaser may withhold and offset the balance of such amount from the payment of its Purchase Price otherwise payable hereunder at Closing, which offset shall constitute partial
payment of such Purchase Price in an amount equal to such offset.
Conversions Effectuated by Plaintiff
10. Vystar received $72,300 from Plaintiff. This amount was wired to Vystar on March 8, 2018. Annexed hereto as Exhibit 3 is a true copy of Vystar’s bank statement demonstrating the receipt of the March 8, 2018, wire from Plaintiff. No other monies were received from Plaintiff to Vystar.
11. The conversions of shares were effectuated through a simple process of Plaintiff providing the calculation of the conversion in a Notice of Conversion of the Conversion Amount (as defined in the Note) to Vystar. Because of the previously executed irrevocable transfer agreements in place through the agreements, each Notice of Conversion were provided to the transfer agents and thereafter and thereafter Plaintiff received the requisite amount of shares set forth each respective Notices of Conversion. Annexed hereto as Exhibit 4 are true copies of the irrevocable transfer instructions provided by Vystar pursuant to the SPA.
12. From September 11, 2018, through January 9, 2019, Plaintiff effectuated nine separate conversions. In the course of each of these conversions Vystar relied upon Plaintiff to effectuate the proper conversions pursuant to the Note Annexed hereto as Exhibit 5 are true copies of the 2018 Notices of Conversion sent from Plaintiff to Vystar. Annexed hereto as Exhibit 6 are true copies of records received by Vystar from the transfer agent effectuating each transfer of Vystar
stock pursuant to the conversions.
13. The loan was funded on March 8, 2018, the date interest would then accrue on the unpaid principal amount received by Vystar. The interest calculation must be readjusted in every instance that Plaintiff received shares equal to a portion of the balance taken through the Notices of Conversion.
14. As referenced above, the Notices of Conversion submitted by Plaintiff resulted in the immediate transfer of shares to Plaintiff. Deducting the purported legal and transfer fees of $8,485, Plaintiff received through the conversions Vystar shares equal to $85,287.
15. Vystar fully relied upon Plaintiff for its calculations of principal and interest deductions and accruals.
16. On January 15, 2019, Plaintiff sent in yet another Notice of Conversion. Vystar was surprised to receive the January 15, 2019, Notice of Conversion.
17. This notice called for a conversion of 20,545,511 shares, or payment in the amount of $4,662.74.
18. Shortly after the transmission of the January 15, 2019, Notice of Conversion, we took exception to the figures, and began the process of reviewing the prior transactions and creating its own analysis of the balance due on the Note (principal and interest). We realized that it had fully satisfied its obligations pursuant to the Note and SPA, and was concerned that, with the irrevocable transfer instructions, the transfer agent would unilaterally, as it was permitted by the instructions, transfer the twenty plus million shares to Plaintiff. To that end, Vystar changed transfer agents thereby rendering the instructions moot, protecting both it and its shareholders.
19. Vystar then informed Plaintiff that while it did not believe there was a balance due, to the extent there was a balance it would only be interest. To protect itself from any issues associated with potential default of the payment of interest, on January 30, 2019, Vystar wired Plaintiff $4,658, an amount equal to that set forth in the January 15, 2019, notice, together with $35 to cover the costs of the wire fee. This transmission of the money was in conformance with the terms of the Note that require such payment in “lawful money of the United States of America”. Annexed hereto as Exhibit 7 is a true copy of Vystar’s bank records showing the wire transaction.
20. On February 5, 2019, Plaintiff sent defendant yet another Notice of Conversion. However, this Notice of Conversion was a replacement of the January 15, 2019, conversion based upon Plaintiff’s mathematical error. Annexed hereto as Exhibit 8 is a true copy of the February 5, 2019, email from Plaintiff to Vystar that also carried with it the February 5, 2019, Notice of Conversion. After receipt of this email, Vystar informed Plaintiff that the conversion was nonetheless incorrect, that no monies were due under the Note or SPA.
Plaintiff’s Argument Of Vystar’s Demise Is Not Only Exaggerated, But False
21. Plaintiff cites to boiler plate filing language, more succinctly defined in the trade as a “going concern” qualification, is an accounting term and practice required by auditors for such public companies to assure protection against any litigation brought by investors in such a public company.
22. Indeed, Plaintiff was well aware of this language, as it was contained in the 2017 SEC Form 10-Q filed by Vystar months before the underlying transaction at issue in the case. Annexed hereto as Exhibit 9 is a true copy of the Form 10-Q Vystar filed with the SEC for the period ending September 20, 2017.
23. The 2017 Form 10-Q was filed in 2017, before the underlying agreements were negotiated, let alone the date of closing.
24. Vystar was and continues to be a viable and ongoing business. Where there is notable transactions involving the company, Vystar issues press releases. Recent transactions of acquisitions include Natures Home Solutions (NHS) and RXAIR, as well as two pending transactions, Fluid Energy Conversion (FEC) and Murida Inc., d/b/a Rotmans Furniture. Annexed hereto as Exhibit 10 is a true copy of the press releases issued from Vystar relating to these events, and the Court is respectfully referred to the Form 10-Q attached to Plaintiff’s filing under “Subsequent Events” that sets forth certain of these transactions.
25. In addition to being the chief executive officer of Vystar, I am also the chief executive officer of Murida, Inc. (“Murida”). Murida is a company generating at least thirty million dollars a year in revenues.
26. Additionally, Vystar refers the Court to the Form 10Q attached to Ms. Preston’s supporting declaration, Exhibit D. Specifically, Note 12 the Court will find that the Company increased the authorized shares of common stock to 975,000,000, providing more than ample stock to pay any corresponding obligation payable in shares. (bearing the designation of page 25 of 39 by the Court filing system)
27. From an ongoing business viability, the Court will see, specifically point 8 of the same Note 12 on the Form 10Q, that Vystar is in the process of acquiring between 58% and 100% of the assets of Murida Furniture Company, Inc. Point 9 further identifies Vystar is in the process of acquiring the assets of Fluid Conversion for $100,000.
28. Plaintiff’s arguments that Vystar is insolvent and cannot pay its debt is also false. Vystar has recently paid off all of its debt as to third party corporate convertible notes (non-insider), specifically paying off two loans from Peak One and Powerup Lending Group, Ltd. Annexed hereto as Exhibit 11 are press releases issued by Vystar regarding each transaction and annexed hereto as Exhibit 12 are true copies of Vystar’s transactional documents and bank records demonstrating the payment for each of the two loans.
29. Additionally, two companies have recently invested $200,000 each in Vystar. Annexed hereto as Exhibit 12 is a true copies of the Memorandum of Understanding of the transaction, the Vystar corporate issuance resolution and bank record of Vystar demonstrating the $197,500 wire received from FirstFire Global. A similar investment in the amount of $97,500 was consummated with Crown Bridge Partners. Annexed hereto as Exhibit 12 is a true copy of a bank statement from Vystar demonstrating the deposit of investment funds into Vystar’s bank account from FirstFire Global and Crown Bridge Partner.
30. Last on this point, Plaintiff ignores the October 2018 legal opinion of its own counsel concerning Vystar’s financial wherewithal, in which its attorney, after reviewing figures similar to that in the targeted 10Q, stated “The Company’s financial statements are consistent with an operating business.”. Annexed hereto as Exhibit 14 is a true copy of the October 18, 2018, letter from Plaintiff’s counsel, Legal & Compliance, LLC, to the transfer agent, Island Stock Transfer.
31. There are presently more than 415 record holders of Vystar shares. What Plaintiff is seeking through this application would dilute the value of the present shares, having a disastrous effect on all record holders as well as Vystar.
32. At no time in the course of the nine conversions did Plaintiff charge default interest against the loan or indicate to Vystar that any default interest was to apply. For the reasons set forth herein, in conjunction with the supporting memorandum of law, Vystar respectfully requests the motion filed by Plaintiff be denied in full.
Dated: April 5, 2019
Worcester, MA
Steven Rotman
Retail Solutions: Challenges and solutions of implementing retail technology
On the operations side of Rotmans, we decided to go with NetSuite, a cloud-based ERP. In using NetSuite, my shipping system, my web-based system, my phone system, my sales up system and my Internet security system all tie into the same system.Net Suite can tie all these systems together. Because it is cloud based, it can be accessed from home by employees. Eventually, many projects we’re working on might be done from outside of the physical store.
https://www.furnituretoday.com/business-news/retail-solutions-challenges-and-solutions-implementing-retail-technology/
VYST
Latex Mattress Topper – The Best Products for 2019
****The ONLY one that is "OUT OF STOCK"****
https://snoremagazine.com/latex-mattress-topper/
VYST
Vytex Super-Soft Toppers and Pillows Hit Market
Vytex Cloud pillows are “pillows for life,” Rotman said. They offer “light, natural breathability and resilience and provide cool, supportive comfort for years.”
https://bedtimesmagazine.com/2018/10/vytex-super-soft-toppers-and-pillows-hit-market/
VYST
The Power 50: Steven Rotman
http://www.wbjournal.com/article/20180709/printedition/307069950/the-power-50-steven-rotman
Rotmans Awards, Recognitions and Honors
Welcome back doog buddy.
VYST
I agree Okshakla. Until we leave this disgusting or corrupt place known as the cesspool OTC Pinks, this will be the norm unfortunately. Our time will come, the company has a plan and it will unfold beautifully right before our very eyes.
If we keep our eyes on the prize, Nasdaq, just a few months from now, we will all be rewarded. Do not get distracted by the day-to-day trading because it can wear on you.
VYST
Have a great time and don't worry about VYST...it is on cruise control now.
VYST - DECLARATION OF STEVEN ROTMAN -- Read 21-32 PER PACER COURT FILINGS TODAY (MARCH 5, 2019) BY VYSTAR.
I, Steven Rotman, do hereby declare the truth of the foregoing under penalty of perjury pursuant to 28 U.S.C. §1746 as follows:
1. I am the chief executive officer of defendant Vystar Corporation. (“Vystar”). I submit this certification in support of Vystar’s opposition to Plaintiff’s motion for partial summary judgment on the first and third causes of action in the complaint (“Opposition”).
2. I am familiar with the facts and circumstances set forth herein based upon my own knowledge and a review of the company’s business records.
3. Vystar is a public company with its headquarters in Worcester, Massachusetts. Vystar stock is traded on the OTCMarkets Pink Exchange, trading under the symbol VYST. A penny stock, the daily volume of the shares traded in the stock from the last 30 days ranged from a low of approximately 6,000,000 shares per day to a high of approximately 52,000,000 shares per day.
4. Vystar is the exclusive creator of Vytex Natural Rubber Latex (NRL), a multi-patented, all-natural, raw material that contains significantly reduced levels of the proteins found in natural rubber latex and can be used in over 40,000 products, and the owner of RxAir™ UV light air purification products. Vytex NRL is a 100% renewable resource, environmentally safe, "green"and fully biodegradable. Vystar is working with manufacturers across a broad range of consumer and medical products bringing Vytex NRL to market in adhesives, gloves, balloons, condoms, other medical devices and natural rubber latex foam mattresses, toppers, and pillows.
The Underlying Agreements Between Vystar and Plaintiff
5. In or about January 2018, Vystar sought a relatively small amount of additional financing and, as a result of that desire to secure such financing, was introduced to Plaintiff. The relationship
between the parties emanates from two agreements drafted by Plaintiff. The first is a convertible note (“Note”). The Note documented a loan from Plaintiff to Vystar in the amount of $80,000, plus interest
on the unpaid principal balance at a rate of 12% per annum. Id. All payments due under the Note were to be paid “in lawful money of the United States of America”. This was a form agreement drafted by Plaintiff and provided to Vystar, with little room for negotiation. Annexed hereto as Exhibit 1 is a true copy of the Note.
6. The second agreement executed in the transaction was a securities purchase agreement (“SPA”). The SPA documented the purchase by Plaintiff of the Note and permitted the Plaintiff through the use of an irrevocable instruction to a transfer agent, to effectuate the conversion of the shares. This was a form agreement drafted by Plaintiff and provided to Vystar, with little room for negotiation. Annexed hereto as Exhibit 2 is a true copy of the SPA.
7. The SPA identified the amount that was to be loaned. It was not the $80,000 in the Note, but rather $75,500.
8. In terms of payment and closing date of the documents, the SPA states in paragraph 1(b):
b) Form of Payment. On the Closing Date (i) the Purchaser [Plaintiff] shall pay the Purchase Price by wire transfer immediately available funds to the Company [Vystar], in accordance with the Company’s written wiring instructions, simultaneously with the delivery of the Note, and (ii) the Company shall deliver such Note duly executed on behalf of the Company to the Purchaser, simultaneously with the delivery of the Purchase Price.
9. The loan amount to actually be received from Plaintiff was further reduced by $3,200: [o]n or prior to the Closing, the Company shall pay or reimburse to Purchaser a nonrefundable, non-accountable sum equal to $3,200 . . . the Purchaser may withhold and offset the balance of such amount from the payment of its Purchase Price otherwise payable hereunder at Closing, which offset shall constitute partial
payment of such Purchase Price in an amount equal to such offset.
Conversions Effectuated by Plaintiff
10. Vystar received $72,300 from Plaintiff. This amount was wired to Vystar on March 8, 2018. Annexed hereto as Exhibit 3 is a true copy of Vystar’s bank statement demonstrating the receipt of the March 8, 2018, wire from Plaintiff. No other monies were received from Plaintiff to Vystar.
11. The conversions of shares were effectuated through a simple process of Plaintiff providing the calculation of the conversion in a Notice of Conversion of the Conversion Amount (as defined in the Note) to Vystar. Because of the previously executed irrevocable transfer agreements in place through the agreements, each Notice of Conversion were provided to the transfer agents and thereafter and thereafter Plaintiff received the requisite amount of shares set forth each respective Notices of Conversion. Annexed hereto as Exhibit 4 are true copies of the irrevocable transfer instructions provided by Vystar pursuant to the SPA.
12. From September 11, 2018, through January 9, 2019, Plaintiff effectuated nine separate conversions. In the course of each of these conversions Vystar relied upon Plaintiff to effectuate the proper conversions pursuant to the Note Annexed hereto as Exhibit 5 are true copies of the 2018 Notices of Conversion sent from Plaintiff to Vystar. Annexed hereto as Exhibit 6 are true copies of records received by Vystar from the transfer agent effectuating each transfer of Vystar
stock pursuant to the conversions.
13. The loan was funded on March 8, 2018, the date interest would then accrue on the unpaid principal amount received by Vystar. The interest calculation must be readjusted in every instance that Plaintiff received shares equal to a portion of the balance taken through the Notices of Conversion.
14. As referenced above, the Notices of Conversion submitted by Plaintiff resulted in the immediate transfer of shares to Plaintiff. Deducting the purported legal and transfer fees of $8,485, Plaintiff received through the conversions Vystar shares equal to $85,287.
15. Vystar fully relied upon Plaintiff for its calculations of principal and interest deductions and accruals.
16. On January 15, 2019, Plaintiff sent in yet another Notice of Conversion. Vystar was surprised to receive the January 15, 2019, Notice of Conversion.
17. This notice called for a conversion of 20,545,511 shares, or payment in the amount of $4,662.74.
18. Shortly after the transmission of the January 15, 2019, Notice of Conversion, we took exception to the figures, and began the process of reviewing the prior transactions and creating its own analysis of the balance due on the Note (principal and interest). We realized that it had fully satisfied its obligations pursuant to the Note and SPA, and was concerned that, with the irrevocable transfer instructions, the transfer agent would unilaterally, as it was permitted by the instructions, transfer the twenty plus million shares to Plaintiff. To that end, Vystar changed transfer agents thereby rendering the instructions moot, protecting both it and its shareholders.
19. Vystar then informed Plaintiff that while it did not believe there was a balance due, to the extent there was a balance it would only be interest. To protect itself from any issues associated with potential default of the payment of interest, on January 30, 2019, Vystar wired Plaintiff $4,658, an amount equal to that set forth in the January 15, 2019, notice, together with $35 to cover the costs of the wire fee. This transmission of the money was in conformance with the terms of the Note that require such payment in “lawful money of the United States of America”. Annexed hereto as Exhibit 7 is a true copy of Vystar’s bank records showing the wire transaction.
20. On February 5, 2019, Plaintiff sent defendant yet another Notice of Conversion. However, this Notice of Conversion was a replacement of the January 15, 2019, conversion based upon Plaintiff’s mathematical error. Annexed hereto as Exhibit 8 is a true copy of the February 5, 2019, email from Plaintiff to Vystar that also carried with it the February 5, 2019, Notice of Conversion. After receipt of this email, Vystar informed Plaintiff that the conversion was nonetheless incorrect, that no monies were due under the Note or SPA.
Plaintiff’s Argument Of Vystar’s Demise Is Not Only Exaggerated, But False
21. Plaintiff cites to boiler plate filing language, more succinctly defined in the trade as a “going concern” qualification, is an accounting term and practice required by auditors for such public companies to assure protection against any litigation brought by investors in such a public company.
22. Indeed, Plaintiff was well aware of this language, as it was contained in the 2017 SEC Form 10-Q filed by Vystar months before the underlying transaction at issue in the case. Annexed hereto as Exhibit 9 is a true copy of the Form 10-Q Vystar filed with the SEC for the period ending September 20, 2017.
23. The 2017 Form 10-Q was filed in 2017, before the underlying agreements were negotiated, let alone the date of closing.
24. Vystar was and continues to be a viable and ongoing business. Where there is notable transactions involving the company, Vystar issues press releases. Recent transactions of acquisitions include Natures Home Solutions (NHS) and RXAIR, as well as two pending transactions, Fluid Energy Conversion (FEC) and Murida Inc., d/b/a Rotmans Furniture. Annexed hereto as Exhibit 10 is a true copy of the press releases issued from Vystar relating to these events, and the Court is respectfully referred to the Form 10-Q attached to Plaintiff’s filing under “Subsequent Events” that sets forth certain of these transactions.
25. In addition to being the chief executive officer of Vystar, I am also the chief executive officer of Murida, Inc. (“Murida”). Murida is a company generating at least thirty million dollars a year in revenues.
26. Additionally, Vystar refers the Court to the Form 10Q attached to Ms. Preston’s supporting declaration, Exhibit D. Specifically, Note 12 the Court will find that the Company increased the authorized shares of common stock to 975,000,000, providing more than ample stock to pay any corresponding obligation payable in shares. (bearing the designation of page 25 of 39 by the Court filing system)
27. From an ongoing business viability, the Court will see, specifically point 8 of the same Note 12 on the Form 10Q, that Vystar is in the process of acquiring between 58% and 100% of the assets of Murida Furniture Company, Inc. Point 9 further identifies Vystar is in the process of acquiring the assets of Fluid Conversion for $100,000.
28. Plaintiff’s arguments that Vystar is insolvent and cannot pay its debt is also false. Vystar has recently paid off all of its debt as to third party corporate convertible notes (non-insider), specifically paying off two loans from Peak One and Powerup Lending Group, Ltd. Annexed hereto as Exhibit 11 are press releases issued by Vystar regarding each transaction and annexed hereto as Exhibit 12 are true copies of Vystar’s transactional documents and bank records demonstrating the payment for each of the two loans.
29. Additionally, two companies have recently invested $200,000 each in Vystar. Annexed hereto as Exhibit 12 is a true copies of the Memorandum of Understanding of the transaction, the Vystar corporate issuance resolution and bank record of Vystar demonstrating the $197,500 wire received from FirstFire Global. A similar investment in the amount of $97,500 was consummated with Crown Bridge Partners. Annexed hereto as Exhibit 12 is a true copy of a bank statement from Vystar demonstrating the deposit of investment funds into Vystar’s bank account from FirstFire Global and Crown Bridge Partner.
30. Last on this point, Plaintiff ignores the October 2018 legal opinion of its own counsel concerning Vystar’s financial wherewithal, in which its attorney, after reviewing figures similar to that in the targeted 10Q, stated “The Company’s financial statements are consistent with an operating business.”. Annexed hereto as Exhibit 14 is a true copy of the October 18, 2018, letter from Plaintiff’s counsel, Legal & Compliance, LLC, to the transfer agent, Island Stock Transfer.
31. There are presently more than 415 record holders of Vystar shares. What Plaintiff is seeking through this application would dilute the value of the present shares, having a disastrous effect on all record holders as well as Vystar.
32. At no time in the course of the nine conversions did Plaintiff charge default interest against the loan or indicate to Vystar that any default interest was to apply. For the reasons set forth herein, in conjunction with the supporting memorandum of law, Vystar respectfully requests the motion filed by Plaintiff be denied in full.
Dated: April 5, 2019
Worcester, MA
Steven Rotman
800,000 x $4.00pps = $3,200,000.00
VYST