INVISA INC (Form: 10QSB, Received: 11/14/2007 16:17:26)

United States Securities and Exchange Commission

Washington, D.C. 20549

x	Quarterly report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934:

For the quarterly period ended September 30, 2007.

¨	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 000-50081

(Exact name of small business issuer as specified in its charter)

(State or other jurisdiction of incorporation or organization)

(I.R.S. employer identification number)

Sarasota, Florida 34236

(Address of principal executive offices)

(Issuers telephone number)

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

The Issuer had 25,497,738 shares of Common Stock issued and outstanding as of September 30, 2007.

Invisa, Inc.

Form 10-QSB

Table of Contents

Except for statements of historical fact, certain information contained herein constitutes “forward-looking statements,” including without limitation statements containing the words “believes,” “anticipates,” “intends,” “expects” and words of similar import, as well as all projections of future results. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or achievements of Invisa, Inc. to be materially different from any future results or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the following: risks involved in implementing our business strategy; our ability to obtain financing on acceptable terms; our ability to manage growth; our dependence on key personnel; the ability to protect our intellectual property rights; risks of technological change, new technology, and new products; competition; and government regulation.

			Page
Part I.	Financial Information

	Item 1.	Condensed Consolidated Financial Statements	F-1

	Item 2.	Managements Discussion and Analysis of Financial Condition and Plan of Operations	3

	Item 3.	Controls and Procedures	6

Part II.	Other Information		7

	Item 1.	Legal Proceedings	7

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7

	Item 3.	Defaults Upon Senior Securities	7

	Item 4.	Submission of Matters to a Vote of Security Holders	7

	Item 5.	Other Information	7

	Item 6.	Exhibits and Reports on Form 8-K	7

	Signatures		8

Part I. Financial Information

Item 1. Financial Statements

Invisa, Inc.

(A Development Stage Enterprise)

Condensed Consolidated Balance Sheets

	December 31, 2006			September 30, 2007
				(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	2,900		$	----
Accounts receivable, net of $7,000 allowance at September 30, 2007		11,650			27,060
Inventories		71,839			17,435
Prepaids and other assets		20,233			10,941
Total current assets		106,622			55,436

Furniture, fixtures and equipment, net of $105,594 and $71,627, respectively, accumulated depreciation		29,962			3,917
Patent, net of $2,364,706 and $2,955,883 accumulated amortization		4,335,294			3,744,117
Total assets	$	4,471,878		$	3,803,470

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable, trade	$	268,123		$	305,380
Accrued expenses		145,512			253,229
Notes Payable – others		----			200,000
Due to stockholders and officers		552,837			580,387
Preferred dividends payable		108,750			176,250
Total current liabilities		1,075,222			1,515,246

Stockholders’ equity:
Convertible Preferred Stock, 5 million shares authorized ($0.001 par value):
Series A, 14,500 shares issued and outstanding		1,277,000			1,277,000
Series B, 10,000 shares issued and outstanding		1,000,000			1,000,000
Common Stock, 95 million shares authorized, $.001 par value, 25,497,738 shares issued and outstanding		25,498			25,498
Additional paid-in capital		31,634,059			31,846,719
Stock subscriptions receivable		(283,904	)		(295,154	)
Deficit accumulated during the development stage		(30,255,997	)		(31,565,839	)
Total stockholders’ equity		3,396,656			2,288,224
Total liabilities and stockholders’ equity	$	4,471,878		$	3,803,470

See notes to condensed consolidated financial statements.

F-1

Invisa, Inc.

(A Development Stage Enterprise)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

													February 12,
													1997 (Date of
													Inception)
													Through
	Three Months Ended September 30,						Nine Months Ended September 30,						September 30
	2006			2007			2006			2007			2007

Net sales	$	23,639		$	28,146		$	103,695		$	94,022		$	1,428,353
Other operating revenues		—			—			—			—			300,000

Costs and other expenses:
Cost of goods sold (exclusive of patent amortization shown separately below)		11,179			24,860			62,303			67,867			1,016,191
Research and development costs		40,690			—			136,459			—			3,471,292
Selling, general and administrative expenses		340,984			155,898			1,039,857			536,705			15,740,063
Patent amortization		197,059			197,058			591,176			591,176			4,449,540
Impairment of Patent		—			—			—			—			5,517,808

Loss from operations		(566,273	)		(349,670	)		(1,726,100	)		(1,101,726	)		(28,466,541	)

Other income (expense):
Interest income (expense) and other, net		(1,661	)		(106,480	)		(14,303	)		(140,616	)		(986,408	)
Debt extinguishment gain		—			—			—						360,000

Loss before income tax		(567,934	)		(456,150	)		(1,740,403	)		(1,242,342	)		(29,092,949	)
Income tax		—			—			—						—

Net loss		(567,934	)		(456,150	)		(1,740,403	)		(1,242,342	)		(29,092,949	)

Non-cash constructive dividend related to Convertible Preferred Stock accretions		—			—			—			—			(2,296,640	)
Preferred stock dividends		(22,500	)		(22,500	)		(67,500	)		(67,500	)		(176,250	)
Net loss applicable to Common Stockholders	$	(590,434	)	$	(478,650	)	$	(1,807,903	)	$	(1,309,842	)	$	(31,565,839	)

Net loss per share applicable to Common Stockholders:
Basic and diluted		(0.02	)		(0.02	)		(0.07	)		(0.05	)

Weighted average Common Stock shares Outstanding Basic and diluted		24,299,976			25,497,738			24,207,485			25,497,738

See notes to condensed consolidated financial statements.

F-2

Invisa, Inc.

(A Development Stage Enterprise)

Condensed Consolidated Statement of Stockholders’ Equity

For the nine months ended September 30, 2007

(Unaudited)

	Convertible Preferred Stock						Common Stock				Additional Paid-In Capital			Stock Subscriptions Receivable			Deficit Accumulated During the Development Stage			Total
	Shares			Amount			Shares		Amount

FEBRUARY 12, 1997 (INCEPTION)		----		$	----			----	$	----	$	----		$	----		$	----		$	----
Summary of Transaction February 12, 1997 through December 31, 2004
Issuance of Common Stock to founders		----			----			6,105,128		5,980		(5,980	)		----			----			----
Issuance of Common Stock for Cash		----			----			4,257,350		4,257		9,031,704			----			----			9,035,961
Exercise of stock options		----			----			1,027,964		1,027		1,316,160			(985,000	)		----			332,187
Offering Costs		----			----			500,000		500		637,436			----			----			637,936
Conversion of notes payable		----			----			635,022		635		449,365			----			----			450,000
Original issue discount on notes payable		----			----			----		----		201,519			----			----			201,519
Common Stock issuable for rent		----			----			164,799		290		88,084			----			----			88,374
Issuance of Common Stock for services		----			----			606,144		607		1,254,355			----			----			1,254,962
Issuance of Common Stock options for services		----			----			----		----		550,987			----			----			550,987
Original issue discount		----			----			----		----		144,000			----			----			144,000
Issuance of Common Stock related to reorganization		----			----			2,009,000		2,009		227,991			----			----			230,000
Common Stock related to Radio Metrix merger		----			----			3,685,000		3,685		11,268,815			----			----			11,272,500
Interest accrued on notes related to stock subscriptions receivable		----			----			----		----		248,836			(248,836	)		----			----
Settlement of accounts in connection with severance agreements		----			----			----		----		544,090			923,432			----			1,467,522
Exercise of Stock Warrants		----			----			602,000		602		1,138,143			----			----			1,138,745
Issuance of Convertible Preferred Stock and detachable Warrants for cash, net of costs paid in the form of common stock		22,000			640,360			162,500		163		1,296,477			----			----			1,937,000
Non-cash constructive dividend related to beneficial conversion features of Convertible Preferred Stock		----			1,296,640			----		----		----			----			(1,296,640	)		----
Conversion of Convertible Preferred Stock into Common Stock		(7,500	)		(660,000	)		1,500,000		1,500		658,500			----			----			----

See notes to condensed consolidated financial statements.

F-3

Invisa, Inc.

(A Development Stage Enterprise)

Condensed Consolidated Statement of Stockholders’ Equity

For the nine-months ended September 30, 2007

(Unaudited)(Continued)

	Convertible Preferred Stock				Common Stock				Additional Paid-In Capital			Stock Subscriptions Receivable			Deficit Accumulated During the Development Stage			Total
	Shares		Amount		Shares		Amount
Issuance of Common Stock for settlement of cash advances		----		----		80,925		81		80,844			----			----			80,925
Issuable Common Stock for settlement of related party accrued compensation		----		----		300,000		300		194,700			----			----			195,000
Gain on related party accrued compensation extinguishment		----		----		----		----		581,132			----			----			581,132
Issuance of Common Stock Warrants of royalty contract		----		----		----		----		91,400			----			----			91,400
Collection of stock subscriptions receivable		----		----		----		----		----			36,500			----			36,500
Adjustment of stock subscriptions receivable		----		----		----		----		(20,000	)		20,000			----			----
Net Loss		----		----		----		----		----			----			(23,768,740	)		(23,768,740	)
BALANCE AT DECEMBER 31, 2004		14,500		1,277,000		21,635,832		21,636		29,978,558			(253,904	)		(25,065,380	)		5,957,910
Issuance of Convertible Preferred Stock and detachable Warrants for cash, net of costs paid		10,000		----		----		----		878,000			----			-----			878,000
Non-cash constructive dividend related to Convertible Preferred Stock accretions		----		1,000,000		----		----		----			----			(1,000,000	)		----
Issuance of Common Stock for cash		----		----		1,066,662		1,066		78,934			----			----			80,000
Issuance of Common Stock for services		----		----		1,096,774		1,097		103,903			----			----			105,000
Issuance of Common Stock options for services		----		----		----		----		33,000			----			----			33,000
Interest accrued on notes related to stock subscriptions receivable		----		----		----		----		15,000			(15,000	)		----			----
Preferred Stock Series B dividend		----		----		----		----		----			----			(18,750	)		(18,750	)
Net Loss		----		----		----		----		----			----			(1,770,918	)		(1,770,918	)
BALANCE AT DECEMBER 31, 2005		24,500	$	2,277,000		23,799,268	$	23,799	$	31,087,395		$	(268,904	)	$	(27,855,048	)	$	5,264,242
Issuance of Common Stock for cash		----		----		400,000		400		43,600			----			----			44,000
Stock options exercised		----		----		316,670		317		23,933			----			----			24,250
Issuance of Common Stock for services		----		----		981,800		982		132,652			----			----			133,634
Employee share-based compensation		----		----		----		----		198,089			----			----			198,089
Issuance of Common Stock options for services		----		----		----		----		133,390			----			----			133,390
Interest accrued on notes related to stock subscriptions receivable		----		----		----		----		15,000			(15,000	)		----			----
Preferred Stock Series B dividend		----		----		----		----		----			----			(90,000	)		(90,000	)
Net loss		----		----		----		----		----			----			(2,310,949	)		(2,310,949	)
BALANCE AT DECEMBER 31, 2006		24,500	$	2,277,000		25,497,738	$	25,498	$	$31,634,059		$	(283,904	)		(30,255,997	)	$	3,396,656
Employee share-based compensation										141,410									141,410
Interest accrued on notes related to stock subscriptions receivable		----		----		----		----		11,250			(11,250	)		----			----
Modification of warrant		----		----		----		----		60,000			----			----			60,000
Preferred Stock Series B dividend		----		----		----		----		----			----			(67,500	)		(67,500	)
Net loss		----		----		----		----		----			----			(1,242,342	)		(1,242,342	)
BALANCE AT SEPTEMBER 30, 2007		24,500	$	2,277,000		25,497,738	$	25,498	$	$31,846,719		$	(295,154	)	$	(31,565,839	)	$	2,288,224

See notes to condensed consolidated financial statements.

F-4

Invisa, Inc.

(A Development Stage Enterprise)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,						February 12, 1997 (Date of Inception) Through September 30,
	2007			2006			2007

Cash flows from operating activities:
Net loss	$	(1,242,342	)		(1,740,403	)	$	(29,092,949	)
Adjustments to reconcile net loss to net cash used in operating activities
Patent impairment		----			----			5,517,808
Depreciation and amortization		591,760			604,129			5,004,034
Common Stock and options exchanged for services/settlements		----			233,834			3,028,164
Share-based compensation		141,410			168,587			339,499
Modification of warrant		60,000						60,000
Abandonment loss on furniture equipment and l easeholds		25,462			----			25,462
Debt extinguishment gain		----			----			(360,000	)
Changes in operating assets and liabilities:
Accounts and notes receivable		(15,410	)		874			(173,774	)
Inventories		54,404			(45,154	)		(17,435	)
Prepaid and other assets		9,292			(133,293	)		(10,941	)
Accounts payable, trade		37,257			198,761			305,380
Accrued expenses		107,717			35,226			203,340
Net cash used in operating activities		(230,450	)		(677,439	)		(15,171,412	)

Cash flows from investing activities:
Patent acquisition		----			----			(550,000	)
Transaction costs in connection with RMI business combinations		----			----			(121,475	)
Purchases of furniture, fixtures and equipment		----			----			(238,846	)
Net cash used in investing activities		----			----			(910,321	)

Cash flows from financing activities:
Proceeds from notes payable		200,000			17,000			378,337
Proceeds from notes payable and redeemable common stock		----			7,419			908,000
Payment of notes payable		----			----			(520,800	)
Collection of stock subscriptions		----			----			36,500
Stockholder advances		27,550			----			1,579,033
Proceeds from sale of convertible Preferred Stock		----			----			2,815,000
Proceeds from sale of Common Stock		----			68,250			10,631,413
Proceeds from exercise of Common Stock options		----			----			24,250
Cash received with combination transaction		----			----			230,000
Net cash provided by financing activities		227,550			92,669			16,081,733

See notes to condensed consolidated financial statements.

F-5

Invisa, Inc.

(A Development Stage Enterprise)

Condensed Consolidated Statements of Cash Flows - Continued

(Unaudited)

	Six Months Ended September 30,				February 12, 1997 (Date of Inception) Through
	2007		2006		September 30, 2007

Supplemental disclosure of cash flows information:

Cash paid during the period for interest	$	----	$	----	$	229,162

Notes payable incurred in connection with merger transactions	$	----	$	----	$	1,300,000

Notes payable canceled in connection with merger transaction	$	----	$	----	$	337,489

Common Stock issued representing Common Stock offering costs (200,000 shares)	$	----	$	----	$	554,000

Common Stock issued in connection with merger transaction (3,685,000 shares)	$	----	$	----	$	11,272,500

Due to employees in connection with merger transaction	$	----	$	----	$	175,000

Accrued expenses assumed in connection with merger transaction	$	----	$	----	$	50,000

Exchange of liabilities for common stock	$	----	$	----	$	857,057

Preferred dividends accrued as liabilities	$	67,500	$	67,500	$	153,750

Non-cash preferred stock accretions	$	----	$	----	$	2,296,640

See notes to condensed consolidated financial statements.

F-6

Invisa, Inc.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note A - Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB. The December 31, 2006 condensed consolidated balance sheet data was derived from audited financial statements, but they do not include all information and notes required by generally accepted accounting principles generally accepted in the United States of America. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-KSB of Invisa, Inc. for the year ended December 31, 2006. When used in these notes, the terms “Company”, “we,” “us” or “our” mean Invisa, Inc. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine-months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

Invisa, Inc. is a development stage enterprise that incorporates safety system technology and products into automated closure devices, such as parking gates, sliding gates, overhead garage doors and commercial overhead doors. Invisa has also demonstrated production-ready prototypes of security products for the museum and other markets. The Company has not fully implemented its sales and marketing plan and has, therefore, not emerged from the development stage. The Company, however, is currently manufacturing and selling powered closure safety devices for certain gates. The Company acquired a license to use the core technology used in the powered closure safety devices in 1992.

Note B - Operating Matters

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the nine months and the quarter ended September 30, 2007 and since the date of inception, the Company has had net losses applicable to Common Shareholders of $1.25, $0.42 and $31.5 million, respectively. As of September 30, 2007, the Company has not emerged from the development stage and has negative working capital of $1.46 million. Since inception, the Company has financed its operations principally from the sale of equity securities, as the Company has not generated significant revenues from the sales of its products. Continuation of the Company as a going concern is dependent upon additional external funding and, ultimately, a substantial increase in sales volume and achievement of profitable operations. The Company intends to finance its future development activities and its working capital needs largely from the sale of equity securities with some additional funding from other traditional financing sources, including term notes and proceeds from licensing agreements until such time that funds provided by operations are sufficient to fund working capital requirements. While management believes that such financing and licensing sources will be available to the Company, there can be no assurance in that regard. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s auditors issued a “going-concern” uncertainty opinion on the financial statements for the year ended December 31, 2006, citing significant losses at that date, which raised substantial doubt about the Company’s ability to continue as a going-concern. Continuation of the company as a going concern is dependent upon additional external funding and, ultimately, a substantial increase in sales volume and achievement of profitable operations.

To finance planned operations through at least the next 12 months the Company will continue to depend upon its existing current assets, which are limited, together with any net proceeds from private placements of equity or debt, potential license fees and product sales which we may obtain in the future. Management is uncertain as to the level of cash that may be required for product development and operations, especially for the marketing, production and sale of its products in the future. Management's plan is to access all additional cash required from a variety of potential sources, including: private equity financing, licenses, joint ventures, partnerships or other business relationships, debt and the potential sale of Company's technology or interest therein. In the event the Company is unable to access sufficient capital to carryout the aforementioned plan or adopt an alternative plan, the Company may enter into a corporate merger or other form of business combination or sale transaction. Accordingly, the Company is currently considering changes which may involve reducing or disposing of its current business (including reevaluation of the carrying value of its deferred patent costs) as necessary to access additional capital or manage operations to a level permitted by available capital. There can be no assurances that these plans will be successful. Failure to secure additional financing in a timely manner and on favorable terms when needed will have a material adverse effect on the Company's ability to continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

F-7

Note C - New Accounting Pronouncements

In September, 2006 the SEC staff issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”). SAB 108 provides guidance on the process of quantifying financial statement misstatements, advising companies to use both a balance sheet (“iron curtain”) and an income statement (“rollover”) approach when quantifying and evaluating the materiality of a misstatement. The iron curtain approach quantifies a misstatement based on the effects of correcting the misstatement existing in the balance sheet at the end of the reporting period. The rollover approach quantifies a misstatement based on the amount of the error originating in the current period income statement, including the reversing effect of prior year misstatements. The use of this method can lead to the accumulation of misstatements in the balance sheet. Under the guidance of SAB 108, companies will be required to adjust their financial statements if either the iron curtain or rollover approach results in the quantification of a material misstatement. Previously filed reports would not be amended, but would be corrected the next time the company files prior year financial statements. Companies are allowed to record a one-time cumulative effect adjustment to correct errors in prior years that previously had been considered immaterial based on their previous approach. SAB 108 is effective for the Company upon issuance of its Fiscal 2007 annual financial statements. However, early application of SAB 108 is permitted for interim periods prior to the issuance of the annual financial statements. The Company does not believe this standard will have any effect on its financial statements.

Effective January 1, 2007, the Company adopted the accounting provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized, prescribes a recognition threshold and measurement attribute for financial statement recognition of tax positions taken or expected to be taken by the Company in its income tax returns. The Company recognizes income taxes on tax positions which have not been considered more-likely-than-not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the positions. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The adoption of this standard had no effect on the Company's financial statements.

Note D - Equity

On January 22, 2007, Mssrs. Carl A. Parks, who at the time served as President and COO, and Edmund C. King, who at the time served as Director and CFO ,were granted options to acquire 300,000 and 500,000 shares, respectively, of the Company's common stock at $0.042 per share with immediate vesting with a term of ten years under the Company's 2006 non qualifying plan.

In August 2007, the Company extended the expiration date on 1,500,000 common stock warrants (which were originally scheduled to expire in August 2007) to August 2010, in consideration for the holder conditionally agreeing to consent to possible future financings or other transactions that the Company is currently considering. The $60,000 excess of the fair value of the warrants based on the modification over the fair value prior to the modification has been charged to interest expense during the three and nine months ended September 30, 2007.

	Options outstanding		Options exercisable
Total options		5,840,000		5,640,000
Weighted average exercise price	$	0.11	$	0.11
Weighted average contracted term in years		8		8
Intrinsic value	$	92,900	$	92,900

Note E - Notes Payable

On February 28, 2007, the Company entered into a loan agreement to borrow up to $150,000 under a secured 10% note due in six months. In addition to having a first security interest in all of the Company's assets the note was secured by a security interest in 20,000,000 shares of common stock which are held in escrow. Because the Note is not in default, the 20,000,000 shares are not treated as issued and outstanding. Through September 30, 2007 $150,000 has been borrowed under this loan agreement.

On July 25, 2007, the Company entered into a loan agreement to borrow up to an additional $50,000 under a secured 10% note due August 28, 2007. In addition to having a first security interest in all of the Company's assets the note was secured by a security interest in 6,666,666 shares of common stock which are held in escrow. Because the Note is not in default, the 6,666,666 shares are not treated as issued and outstanding. Through November 12, 2007 $50,000 has been borrowed under this loan agreement.

F-8

On July 27, 2007 the Company entered into a Forbearance Agreement that extended the due dates to October 15, 2007 for both the $150,000 and $50,000 notes (see Note G for the extension of these notes).

Note F- Earnings per Common Share

Basic and diluted earnings per share are computed based on the weighted average number of common stock outstanding during the period. Common stock equivalents are not considered in the calculation of diluted earnings per share for the periods presented because their effect would be anti-dilutive. At September 30, 2007 the preferred stock was convertible into 20,416,666 shares of common stock.

Note G - Subsequent Events

Effective November 12, 2007 the Company entered into a loan agreement to borrow up to an additional $50,000 due on December 31, 2007 and with similar terms as the $50,000 loan agreement (see Note E). The Company has borrowed approximately $33,000 under this note as of November 12, 2007. Also, on November 12, 2007, the Company entered into a Forbearance Agreement that extended the due dates to December 31, 2007 for the $150,000 and $50,000 notes.

Legal and Other Matters

None.

F-9

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

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this filing. This discussion and analysis contains forward-looking statements including information about possible or assumed results of our financial conditions, operations, plans, objectives and performance that involve risk, uncertainties and assumptions. The actual results may differ materially from those anticipated in such forward-looking statements. For example, when we indicate that we expect to increase our product sales and potentially establish additional license relationships, these are forward-looking statements. The words expect, anticipate, estimate or similar expressions are also used to indicate forward-looking statements. The cautionary statements made herein should be read as being applicable to all related forward-looking statements in this Quarterly Report on Form 10-QSB.

Background of our Company

We are a development-stage company, and we expect to continue the commercialization of our InvisaShield technology. For the three-months ended September 30, 2007, we had revenue from product sales of $28,146, principally representing sales of our product for powered parking gates. In addition to limited revenue, these sales have been a vehicle for receiving customer feedback on the reliability, ease of installation, and determining the market’s acceptance of our safety product.

Limited Operating History

Financing for our development activities to date has been derived from limited sales, the sale of common stock and preferred stock, notes, short-term financing, and a payment received in connection with the Rytec Corporation Agreement, originally intended as a pre-payment for product but used as compensation for development work instead. We have historically worked to increase our sales of product and to establish additional licensing relationships. However, management is uncertain whether or not these efforts will increase our sales of products or result in additional licensing relationships.

In February 2002 Invisa acquired Radio Metrix, Inc. (“RMI”) thereby obtaining ownership of the patent held by RMI. Prior to acquiring ownership of the patent, Invisa was selling safety sensors for gates (principally, automobile parking facility gates) under a sub-licensing arrangement with RMI for safety products only. Acquiring RMI, and thus the patent, was a business decision as it enabled Invisa to gain access to universal use of the patent technology, including not only safety but security and other products.

Through October 2003, we planned to develop, manufacture and sell sensor devices for use not only in parking facility gates, where we already had developed commercial products but in other safety and security devices. In October 2003, we hired a new CEO who, shortly after his employment, revised our strategy to focus more on selling licenses rather than manufacturing and selling devices. Because of the constraints on our finances, we did not believe that we had the available resources to market, manufacture and sell closure, security and other devices. The licensing of our technology, although reducing our ability to enjoy the full value of the patent, was to provide us with an inflow of funds without our having to expend significant resources. In April 2005 the CEO’s employment was terminated and we have reinstated our original sales strategy. As stated in Note E to the Condensed Consolidated Financial Statements , to reduce operating expenses, the Company terminated its consulting agreement with its President and elected the CFO to also serve as Acting President and Acting COO. In addition to continuing to sell our products to manufacturers, dealers, distributors and other customers, we plan to continue to seek to have manufacturers (OEM’s) embed our patented sensors in their closure devices and to develop cooperative marketing and sales programs with the OEM’s.

We have continued to (i) enhance our patent and (ii) work on developing new patents compatible with the patent we purchased. For example, in 2003 we sold 30 security devices to a museum. These devices used the technology represented by our original patent but also contained technology developed specifically for security purposes. In 2005 and 2006, we worked closely with an established manufacturer of overhead door products to develop and test a unique safety product for overhead doors. In 2007 we were granted a new patent. In the future, as additional uses evolve for our technology, we will continue to enhance our technology and adapt it to new uses. In 2006 and early 2007 we received notification of the issuance of three new patents all of which were issued in 2007.

We have had a limited history of operations and anticipate that our quarterly results of operations will fluctuate significantly for the foreseeable future. We believe that period-to-period comparisons of our operating results should not be relied upon as predictive of future performance. The information in this Form 10-QSB must be considered in light of the risks, expenses and difficulties encountered by companies at an early stage of development, particularly companies commercializing new and evolving technologies such as InvisaShield.

Quarter Ended September 30, 2006 Compared to the Quarter Ended September 30, 2007

Net Sales and Cost of Sales - During the quarter ended September 30, 2006 and 2007, product sales totaled $23,639 and $28,146 respectively. The Company's sales to date have been limited and constrained by lack of capital and has been largely limited to filling orders as the Company lacks any formal sales effort. Cost of sales totaled $11,179 and $24,860 for the quarters ended September 30, 2006 and September 30, 2007, respectively, or 47% and 88% of related sales. The increase in cost of sales as a percent of sales stems mainly from changes in customer mix and a charge for approximately $9,000 related to inventory shrink. The Company is evaluating different customers with the purpose of expanding its potential market.

Research and Development Expenses - During the third quarter of 2006 and 2007 research and development expenses totaled $40,690 and $(0), respectively. The decrease was due principally to decision to temporarily hold ongoing research and development activities in abeyance due to cash constraints. In the fourth Quarter of 2006, employment of our in-house engineer and his assistant was terminated. These former employees are currently considered outside consulting resources on an as requested/as available basis. To date, we have not requested significant access to this consulting resource and accordingly have experienced a reduction in research and development expenses.

Selling, General and Administrative Expenses - During the third quarter of 2006 and 2007 selling, general and administrative expenses totaled $340,984 and $155,848, respectively. The decrease principally resulted from a reduction in rent, staffing, compensation and related payroll expenses. Marketing activities have been severely limited due to cash constraints with ongoing marketing activities largely limited to filling unsolicited orders.

Amortization and Impairment of Patent - During the year 2003 and included in the February 12, 1997 (date of inception) through September 30, 2007 period, the Company decreased the carrying amount of its patent costs of $12,217,808 by $5,517,808 to $6,700,000 to (which after amortization through September 2007 amounts to $3.74 million) reflect the fair value as determined by the Company’s management. In 2003 the Company revised its strategy to focus more on selling licenses rather than manufacturing and selling devices. The patent impairment resulted principally from the Company’s forecast of reduced expected discounted future cash flows associated with the licensing business model. Realization of the patent’s carrying value will require substantial annual revenue growth through 2012, which is consistent with the Company’s internal budgets and projections over the same period. This assumed level of revenue growth is based upon a relatively low level of actual revenues during 2004 on which the required growth is predicated, management’s assessment of the available market for its product and the assumed availability of financing which will be necessary to fund the Company’s business plan. Amortization after the impairment charge is $788,235 per year. See Note B to the financial statements.

Interest Income (expense) and other (net) - During third quarter of 2006 and 2007 interest income (expense), net totaled $(1,661) and ($106,480), respectively. The expense during 2007 relates primarily to financing costs, interest due to a stockholder for approximately $12,000 on a line of credit to the Company and a charge of $60,000 related to the modification of a warrant. Other expense in 2007 is primarily related to the write-off of assets left in the Company's previous facility. The Company maintained excess cash, if available, in an interest bearing money market account.

Nine Months Ended September 30, 2006 and 2007

Net Sales and Cost of Sales - During the nine months ended September 30, 2006 and 2007, net sales totaled $103,695 and $94,022, respectively. The Company's sales to date have been limited and constrained by lack of capital. Cost of sales totaled $62,303 and $67,867, respectively, or 60% and 72% of related sales.

Research and Development Expenses - During the nine months ended September 30, 2006 and 2007, research and development expenses totaled $136,459 and $0 respectively. The decrease was due principally to our decision to temporarily hold ongoing research and development activities in abeyance due to cash constraints. In the fourth Quarter of 2006, employment of our in-house engineer and his assistant was terminated. These former employees are currently considered outside consulting resources on an as requested/as available basis. To date, we have not requested significant access to this consulting resource and accordingly have experienced a reduction in research and development expenses.

Selling, General and Administrative Expenses - During the nine months ended September 30, 2006 and 2007, selling, general and administrative expenses totaled $1,039,857 and $536,705. The decrease principally resulted from a reduction in staffing, compensation and related payroll expenses.

Interest Income (Expense) and other, Net - During the nine months ended September 30, 2006 and 2007, net interest (expense) income totaled $(14,303) and $(140,616). The expense during 2007 relates primarily to financing costs, interest due to on short term loans used by the Company to sustain its operations (see Note E) and a charge of $60,000 related to the modification of warrant. Other expense in 2007 is primarily related to the write-off of assets left in the Company's previous facility. The Company maintained excess cash, if available, in an interest bearing money market account.

Net Loss and Net Loss Per Common Share - The Company’s net loss and net loss per common share applicable to common stockholders for these periods decreased from $1,807,903 and ($0.07) to $1,249,842 and ($0.05) as a result of the matters described above, including the disruption of operations.

Plan of Development and Operations

We raised $227,087 in debt and equity funding during 2006. We also raised $227,550 in the form of debt financing from January 2007 through November 12, 2007. This financing has been used to support our business plan, but on a limited basis due to financial constraints. As a result we are seeking other sources of financing, including a possible corporate consolidation with an appropriate entity. For the near-term future the Company will focus its limited marketing energy and sales efforts in the parking gate area which has been our primary customer base for several years. We will also explore strategic relationships with potential expansion in other areas such as commercial garage doors, swimming pool fencing and security, as funding permits.

We limited our energies to the parking facility gate market in 2006 and we expect to continue to limit our efforts to this market for the foreseeable future. Effective with the fourth quarter of 2006, as part of our continuing efforts to cut costs and to manage to available financial resources, our staff was further reduced. Mr. Carl Parks, our President, was terminated as an employee and reengaged as a Consultant (but retaining the title of President on an as requested and available basis). In January 2007, Mr. Parks was rehired as an employee and served as such until June 2007. Our in-house engineer and his assistant were terminated and are currently considered outside consulting resources on an as requested/as available basis. To date, we have not requested significant access to this consulting resource. We have continued to reduce our staff, and at September 30, 2007 we had no full time employees. Our CFO, who also serves as our Acting President, is employed on a part-time basis. We plan to additionally support operations over the near future by using consultants as required. Through the use of consultants, the Company anticipates that its limited sales and marketing efforts will continue to produce sales; however, it is increasing its focus on efforts to establish business and licensing relationships. We believe that a significant financing or business development, such as a business combination, may be necessary to sustain and grow our business. Notwithstanding the reduction in staff and severe limitation on sales efforts imposed by our cash position, the Company managed to increase its product sales and reduce its operating loss for the three months ended September 30, 2007 as compared to the same period in 2006.

Implementing the Company's plan of development and operations will require additional funding. Accordingly, the Company is pursuing additional funding which may include debt or equity financing. Additionally, the Company is considering the potential for establishing business relationships or transactions, such as a business combination, which may enhance the Company's access to additional funding and also potentially facilitate its operations. In the event the Company is not able to access sufficient funding to support its operations its business operations will be threatened.

Liquidity and Capital Resources

From inception through September 30, 2007 we raised cash of approximately $16.1 million net of issuance costs and debt repayments, principally through private placements of common and preferred stock financings and notes payable. At September 30, 2007, we had a cash overdraft of approximately $500 (included in accounts payable in September 30, 2007 balance sheet). During 2006, the Company borrowed $128,337 under a secured 10% note due on March 1, 2007. This loan was accompanied by the issuance of 150,000 warrants at $0.04 per share to an affiliate of the lenders. On February 28, 2007, this note was modified to extend the maturity date by six months, and to subordinate the security interest to a new borrowing closed on the same date. Also on February 28, 2007, the Company entered into a loan agreement to borrow up to $150,000 under a secured 10% note due in six months. In addition to having a first security interest in all of the Company’s assets the note was secured by a security interest in twenty million shares of common stock pledged by the Company. Through September 30, 2007, $150,000 has been borrowed under this loan agreement. On July 25, 2007 the Company entered into a loan agreement to borrow up to and additional $50,000 due August 28, 2007 and with similar terms as the $150,000 loan agreement, including a security interest in 6,666,666 shares of common stock pledged by the Company. The Company has borrowed $50,000 under this note. On July 27, 2007 the Company entered into a Forbearance Agreement whereby the due dates of both the $150,000 and the $50,000 notes were extended to October 15, 2007. In addition, the Company is required to pay accrued interest on the $150,000 note and an extension fee of $2,000, both of which were paid in August 2007. Effective November 9, 2007, the Company entered into a Forbearance Agreement for both notes whereby the due dates were extended until December 31, 2007.

In the third quarter ending on September 30, 2007 our sales were $28,146 compared with sales of $23,639 for the third quarter of 2006. Our loss for the third quarter of 2007 was $396,150, compared with $567,934 for the same quarter in 2006. During the fourth quarter of 2006, we further reduced our staff to cut costs and better manage to our limited available funding. These staff reductions have continued through the end of the third quarter 2007; the Company had no full time employees at September 30, 2007. While we intend to rely on consultants, we believe that the level of staffing may significantly impact sales.

Effective November 9, 2007 the Company entered into a loan agreement to borrow up to an additional $50,000 due on December 31, 2007 and with similar terms as the $50,000 loan agreement (see above). The Company has borrowed approximately $33,000 under this note as of November 12, 2007.

From inception (February 12, 1997) through September 30, 2007 we were largely focused on technology and product development. The estimated dollar amount spent during this period on company-sponsored research and development was approximately $3.5 million. Because of the Company’s net losses (which aggregate $29,032,949 from inception through September 30, 2007), limited capital, and ongoing product development expenses, the Company’s consolidated financial statements report that substantial doubt exists regarding the Company’s ability to continue as a going concern.

The approximately $3.5 million of direct research and development expenses that we incurred from inception through September 30, 2007 has been directed principally toward our InvisaShield technology and safety products, and to a lesser extent, our security products. Management estimates that sixty (60%) percent was expended toward the development of our core presence-sensing technology, twenty (20%) percent was expended in the miniaturization of our circuitry, fifteen (15%) percent was expended in the design and development of safety products, and five (5%) percent was expended in the design and development of additional products for the security sector of our business.

In August 2005, we entered into a Preferred Stock placement whereby we received $878,000, net of transaction expenses. In 2006 we raised additional capital through the sale of 716,670 shares of Common Stock for cash totaling $68,250, net of transaction expenses. Further in 2006, we raised $30,500 through the issuance of unsecured short term debt and in the fourth quarter of 2006, we entered into three credit facility agreements to borrow up to $135,446 under secured notes to use for corporate expenses of which $128,337 was borrowed through December 31, 2006. In connection with the issuance of these secured notes, the Company issued to an advisor warrants to purchase 150,000 shares of the Company’s common stock at an exercise price of $0.04 per share. The warrants have a 10-year term and are immediately exercisable and through November 5, 2007 remained unexercised.

The Company had negative working capital at September 30, 2007, totaling $1,459,810. At that date the Company had ($0) in cash and cash equivalents to fund its operations. To finance planned operations through at least the next 12 months the Company will continue to depend upon its existing current assets, which are limited, together with any net proceeds from private placements of equity or debt, potential license fees and product sales which we may obtain in the future. Management is uncertain as to the level of cash that may be required for product development and operations, especially for the marketing, production and sale of its products, in the future. Management's plan is to access all additional cash required from a variety of potential sources, including: private equity financing, licenses, joint ventures, partnerships or other business relationships, debt and the potential sale of Company's technology or interest therein. In the event the Company is unable to access sufficient capital to carryout the aforementioned plan or adopt an alternative plan, the Company may enter into a corporate merger or other form of business combination or sale transaction. Accordingly, the Company is currently considering changes which may involve reducing or disposing of its current business (including reevaluation of the carrying value of it deferred patent costs) as is necessary to access additional capital or manage operations to a level permitted by available capital. There can be no assurances that these plans will be successful. Failure to secure additional financing in a timely manner and on favorable terms when needed will have a material adverse effect on the Company's ability to continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

Additional funding may not be available when required or it may not be available on favorable terms. Without adequate funds, we may need to significantly reduce or refocus our operations or obtain funds through arrangements that may require us to relinquish rights to certain or potential markets, either of which could have a material adverse effect on our business, financial condition and results of operations. To the extent that additional funding is raised through the sale of equity or convertible debt securities, the issuance of such securities would result in ownership dilution to our existing stockholders.

Item 3. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management including its Chief Financial Officer (“CFO”) of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2007. Based on that evaluation, the Company’s management, including the CFO, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2007. There have been no significant changes in the Company’s internal control over financial reporting or in other factors that could significantly affect internal controls that have materially affected, or are reasonably likely to have materially affected, our internal control over financial reporting.

The nature of the business and the size of the Company have prevented the Company from being able to employ sufficient resources to enable it to have an adequate segregation of duties within its internal control system. This condition is considered a reportable condition and has been discussed with the Audit Committee. The Company will continue to monitor and assess the costs and benefits of additional staffing in the accounting area.

Part II. Other Information

Item 1. Legal Proceedings

None

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

None.

Item 3. Defaults by the Company on its Senior Securities

The Series B Preferred Stock pays a mandatory quarterly dividend due in arrears on the last day of each quarter. On the date of this filing cumulative dividends as of the quarter ended September 30, 2007 totaling $176,250 have not been paid.

Item 4. Submission of Matters to a Vote of Securities Holders

None

Item 5. Other Information

Effective on August 9, 2007 the Company elected Edmund C. King as Acting President and Acting COO. Mr. King continues to serve as CFO.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits filed herewith, Item Number - Description:

Item No.		Description
31.1		Chief Operating Officer Certification Pursuant to Securities Exchange Act Rules 13a-14(a).

31.2		Chief Financial Officer Certification Pursuant to Securities Exchange Act Rules 13a-14(a).

32.1		Chief Operating Officer Certification Pursuant to 18 U.S.C. Section 1350.

32.2		Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350.

10.54		Forbearance and Modification agreement

10.55		Senior Secured Promissory Note

(b) 8-K Reports:

On September 19, 2007 the Registrant reported that Stephen A. Michael resigned as a member of the Company’s Board of Directors. The Company has retained Mr. Michael as a consultant for eighteen months for an aggregate cash consulting fee of $100. No additional consulting fee will be due Mr. Michael, unless required by separate agreement.

Signatures

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


	INVISA, INC.

Date: November 14, 2007	By:	/s/ Edmund C. King
		Edmund C. King
		Title: Acting President and Acting Chief Operating Officer

Date: November 14, 2007	By:	/s/ Edmund C. King
		Edmund C. King
		Title: Chief Financial Officer

FOREBEARANCE AND MODIFICATION AGREEMENT

This Forbearance and Modification Agreement (this "Agreement") by and between Invisa, Inc., a Nevada corporation, having a business at 6935 15 ^th Street, Suite 120, Sarasota, Florida, 34243 (the “Borrower”), and Centurian Investors, Inc., a Delaware corporation, having an address at 290 Cocoanut Avenue, Suite 1A, Sarasota, Florida 34236 (the “Lender”) is entered into as of this 9th day of November, 2007 and shall be effective as of the date hereof (the “Effective Date”).

WHEREAS, Lender and Borrower are parties to a certain Promissory Note, dated February 28, 2007, in the principal amount of up to One Hundred Fifty Thousand ($150,000.00) (the “First Note”), that certain Promissory Note, dated July 25, 2007 in the principal amount of Fifty Thousand ($50,000) dollars (the “Second Note”), and that certain Promissory Note, dated November 9th, 2007 in the principal amount of Fifty Thousand ($50,000) dollars (the “Third Note; the First Note, Second Note and Third Note being hereinafter collectively referred to as the “Notes”); and

WHEREAS, the Notes are secured by (a) an aggregate of Thirty Three Million Three Hundred Thirty Three Thousand Three Hundred Thirty Two (33,333,332) shares of common stock of Borrower and (b) a first priority lien on all of the assets of Borrower as more specifically described in the Notes and that certain General Security Agreement, dated February 28, 2007 (the “Security Agreement” the Notes and the Security Agreement, together with all documents executed in connection therewith being hereinafter referred to collectively as the “Loan Documents”); and

WHEREAS, Borrower hereby requests Lender’s forbearance with respect to certain provisions of the Notes; and

WHEREAS, Borrower and Lender desire to modify certain of the provisions of the Notes as more specifically set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Terms used herein which are defined in the Loan Documents shall have the same meanings when used herein unless otherwise provided herein.

2. Without in any way waiving any existing Event of Default and at the request of the Borrower, Lender hereby agrees forbear from exercising any remedy available to Lender upon the occurrence of an Event of Default under paragraph 13(a)(i) of each of the First Note and Second Note from the Effective Date hereof and until the earlier of December 31, 2007 or an Acceleration under any provision other than paragraph 13(a)(i) under such Notes (the “Forbearance Period”).

3. The interest rate payable during the Forbearance Period shall be the Interest Rate.

4. Borrower understands and agrees that the remaining provisions of the Notes shall remain in full force and effect without any changes or modification except as expressly stated herein; including, without limitation, the cure periods set forth in paragraph 13(b) of the Notes. Borrower further agrees that in the event that all principal and interest payments due and owing to Lender under the Notes are not paid in full on or before the Maturity Date, then, for purposes of paragraph 13(b) of the Notes, an Acceleration event shall be deemed to have occurred on the Maturity Date. Borrower hereby waives any requirement by Lender to deliver to Borrower a Default Notice under paragraph 13(b) of the Notes and agrees that the Maturity Date shall be deemed the date of the Default Notice for purposes of calculating the cure and other time periods set forth in paragraph 13(b) of the Notes.

5. The provisions set forth herein are limited precisely as written and shall not be deemed to (a) be a consent to, or waiver or modification of, any other term or condition of the Loan Documents, or (b) except as expressly set forth herein, prejudice any right or rights which the Lender may now have or may have in the future under or in connection with the Loan Documents or any of the other documents referred to therein. Except as expressly modified hereby or by express written amendments thereof, the terms and provisions of the Loan Documents or any other documents or instruments executed in connection with any of the foregoing are and shall remain in full force and effect. In the event of a conflict between this Agreement and any of the foregoing documents, the terms of this Agreement shall be controlling. The representations and warranties made in each Loan Document are true and correct in all material respects on and as of the date of this Agreement.

6. To induce the Lender to execute and deliver this Agreement (which representations shall survive the execution and delivery of this Agreement), Borrower represents and warrants to the Lender that:

(a) this Agreement has been duly authorized, executed and delivered by it and constitutes the legal, valid and binding obligation, contract and agreement of the Borrower enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; and

(b) the execution, delivery and performance by the Borrower of this Agreement (i) has been duly authorized by all requisite corporate action, (ii) does not require the consent or approval of any governmental or regulatory body, agency, or other party and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound.

7. As a condition to and as consideration for the agreements of Lender set forth herein, Borrower shall:

(a) pay to Lender all accrue all but unpaid interest on the Notes.;

(b) prepay any and all remaining interest on the Notes from the date hereof through December 31, 2007.

(c) pay to Lender a forbearance fee in the amount Two Thousand ($2,000.00) dollars which is equal to 1% of the aggregate principal amount of the Notes.

(d) Borrower shall pay all costs and expenses of Lender in connection with this Agreement, including, without limitation, reasonable attorneys fees of Lender.

8. None of the provisions of this Agreement shall inure to the benefit of Borrower or any person other than Lender. Consequently, Borrower shall not be, and no person other than the Lender shall be, entitled to rely upon or raise a claim or defense, in any manner whatsoever, the failure of Lender to comply with the provisions of this Agreement. Lender shall

not incur any liability to Borrower or any other person for any act or omission whatsoever.

9. This Agreement and the rights and obligations of the parties hereunder and under the Forbearance Agreement shall be construed in accordance with and be governed by the laws of the State of Florida.

10. This Agreement and the documents referred to herein represent the entire understanding of the parties hereto regarding the subject matter hereof and supersede all prior and contemporaneous oral and written agreements of the parties hereto with respect to the subject matter hereof.

11. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts and all of such counterparts shall together constitute one and the same instrument. Complete sets of counterparts shall be lodged with the Borrower and the Lender.

IN WITNESS WHEREOF, this Agreement is executed as of the date first written above and shall be effective as of the Effective Date.

INVISA, INC.			CENTURIAN INVESTORS, INC.



/s/ Edmund C. King
Name: Edmund C. King			Name:
Title: Chief Financial Officer			Title:

SENIOR SECURED PROMISSORY NOTE

$ 50,000.00

Sarasota, Florida

November 9, 2007

FOR VALUE RECEIVED, the undersigned, INVISA, INC. , a Nevada corporation (“ Borrower ”) having an address at 6935 15 ^th Street, Suite 120, Sarasota, Florida, 34243 promises to pay to the order of Centurian Investors, Inc, a Delaware corporation (“ Lender ”), having an office at 290 Cocoanut Avenue, Sarasota, Florida, or such other place as the Lender may designate in writing, the principal amount up to and not to exceed FIFTY THOUSAND United States Dollars (U.S. $50,000.00), to the extent advanced hereunder and then outstanding, with interest on the unpaid principal balance from the date of this Senior Secured Promissory Note (this “ Promissory Note ”), until paid, at the Interest Rate (as hereinafter defined) provided herein.

1. Rate of Interest . The outstanding principal balance of this Promissory Note shall bear interest at ten percent (10%) per annum (the “ Interest Rate ”).

2. Date and Time of Payment . The outstanding principal balance of this Promissory Note, together with all accrued and unpaid interest, shall be paid in full on earlier to occur of (a) the Maturity Date or (b) the date of termination of this Promissory Note, whether by its terms, by prepayment, or by acceleration. All amounts outstanding hereunder shall constitute Borrower’s obligations hereunder, and such obligations include without limitation all principal, interest (including all interest which accrues after the commencement of any case or proceeding by or against Borrower in bankruptcy whether or not allowed in such case or proceeding), expenses, attorneys’ fees and any other sum chargeable to Borrower hereunder and owing to Lender under this Promissory Note (all such obligations and all other obligations of Borrower under this Promissory Note ,(the “ Obligations ”). No principal amount of this Note paid or prepaid may be reborrowed.

3. Default Rate . Notwithstanding Section 1 , after the occurrence of any Event of Default and for so long as such Event of Default continues, and in any event from and after the Maturity Date, all principal, interest and other amounts payable under this Promissory Note shall bear interest until paid in full at a rate of interest equal to four percent (4%) above the per annum rate otherwise applicable hereunder (the “ Default Rate ”).

4. Computation of Interest . Interest on the principal amount hereof and all other Obligations shall be computed on the basis of a 360-day year, and shall be charged for the actual number of days elapsed during any month or other accrual period.

5. Manner of Payment . All payments by Borrower in respect of any Obligations shall be made without deduction, defense, set off or counterclaim, free and clear of all taxes delivered to Lender.

6. Maturity . To the extent not sooner due and payable in accordance with this Promissory Note, the Obigations shall be due and payable on December 31, 2007 (the “ Maturity Date ”).

7. Application of Payments . All payments shall be applied to amounts then due and payable in the following order: (a) to Lender’s costs and expenses reimbursable in connection herewith; (b) to interest accrued on the outstanding principal balance of this Promissory Note; (c) to the principal amount hereof; and (d) to all other Obligations, or in such other manner as Lender shall determine in its sole and exclusive discretion.

8. Procedure for Borrowing and Use of Proceeds . The proceeds of this Promissory Note shall be funded in multiple advances (each, an “ Advance ”) by Lender to Borrower in the amounts and on such dates as determined by Lender based on requests from Borrower. Borrower shall give Lender notice requesting that Lender make an Advance in accordance herewith specifying (a) the Borrowing Date, (b) the amount requested and (c) a detailed, itemized list of the use of such Advance. Upon receipt of such notice from Borrower, Lender shall determine, in its sole and exclusive discretion, whether it shall make such amount available to Borrower on the Borrowing Date. Upon each Advance, Lender shall record each Advance on Schedule I to this Promissory Note. For purposes of this Section 8, the Borrowing Date shall mean any business day specified in the notice pursuant to this Section 8 as a date on which Borrower requests Lender to make a loan hereunder. The obligation of Lender to make each subsequent Advance following the initial Advance hereunder is subject to the Lenders approval of the loan request made by Borrower in accordance with this Section 8 and shall be funded in the sole and exclusive discretion of Lender.

9. Security . This Promissory Note shall be secured by (i) Six Million Six Hundred and Sixty Six (6,666,666) shares of common stock of Borrower to be issued as of the date hereof and held in escrow and a continuing first priority security interest in all of Borrower’s right, title, and interest in and to, all property of Borrower (collectively, the “ Collateral ”), as more specifically set forth in the Security Agreement executed by Borrower in favor of Lender dated as of February 28, 2007. (the “Security Agreement”).

10. Priority This Promissory Note shall be a senior obligation of Borrower, and for so long as this Promissory Note shall be outstanding, (i) Borrower shall be prohibited from incurring any and all future indebtedness without the prior written consent of Lender and (ii) any and all future indebtedness approved by Borrower in writing shall be deemed subordinate and inferior to, all respective right, title and interest of Lender, in, to and under this Promissory Note, this Security Agreement and any and all documents and instruments evidencing, securing or otherwise relating to this Promissory Note.

11. Representations and Warranties . Borrower makes the following representations and warranties to Lender, which representations and warranties shall be true, correct, and complete as of the date hereof and shall survive the execution and delivery of this Promissory Note.

(a) Due Organization and Qualification . Borrower is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and qualified to do business in any jurisdiction where it is required to be so qualified, and has all requisite power and authority to (i) own its assets and carry on its business, and (ii) execute, deliver and perform its Obligations.

(b) Due Authorization; No Conflict . The execution, delivery, and performance by Borrower of this Promissory Note has been duly authorized by all necessary action on the part of Borrower. This Promissory Note has been duly executed and delivered by Borrower. The execution, delivery, and performance by Borrower of this Promissory Note and the consummation of the transactions contemplated hereby, do not and will not (i) violate in any material respect any provision of federal, state, provincial or local law or regulation applicable to Borrower, its organizational documents, or any order, judgment, or decree of any court or other governmental authority, (ii) conflict with, result in a breach or termination of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Borrower, (iii) result in or require the creation or imposition of any lien of any nature whatsoever upon any properties or assets of Borrower, other than liens or security interests in favor of Lender, or (iv) require any approval of any of Borrower’s stockholders or any approval or consent of any other person or entity, other than consents or approvals that have been obtained and that are still in force and effect. The execution, delivery, and performance by Borrower of this Promissory Note do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any governmental authority, other than consents or approvals that have been obtained and that are still in force and effect. This Promissory Note when executed and delivered by Borrower will be the legally valid and binding obligation of Borrower, enforceable against Borrower in accordance with its term, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(c) No Litigation . No litigation, investigation or proceeding of or before any arbitrator or government authority is (i) pending or, to the knowledge of Borrower, threatened with respect to this Promissory Note or the Collateral or any of the transactions contemplated hereby or (ii) pending or, to the knowledge of Borrower, threatened by or against Borrower, its properties or revenues which, if adversely determined, would have a material adverse effect on its business, operations, property or financial condition, when taken as a whole.

(d) No Default . Borrower is not in default under or with respect to any contractual obligation and no event of default has occurred or is continuing with respect to Borrower.

(e) Taxes . Borrower has filed or caused to be filed all tax returns required to be filed by it and has paid all taxes due and payable on said returns or on any assessments made against Borrower or any of its property. All other taxes, fees or other charges on Borrower or any of its property by any governmental authority have been paid and no tax liens have been filed.

12. Covenants of Borrower. As of the date hereof and so long as the Obligations hereunder shall be outstanding:

(a) Borrower will preserve and keep in force and effect, its corporate existence and all licenses and permits necessary to the proper conduct of its business;

(b) Borrower will promptly pay and discharge, all lawful taxes, assessments, charges or levies imposed upon Borrower, or upon or in respect of all or any part of the property or business of Borrower, all trade accounts payable in accordance with usual and customary business terms and all claims for work, labor or materials, which if unpaid might become a lien or charge upon any property of Borrower; provided , Borrower shall not be required to pay such tax, assessment, charge, levy, account payable or claim if (i) the validity, applicability or amount thereof is being contested in good faith by appropriate action or proceeding which will prevent the forfeiture or sale of any property of Borrower, and (ii) Borrower shall set aside on its books, reserves deemed by it to be adequate with respect thereto;

(c) Borrower will promptly comply with all laws, ordinances or governmental rules and regulation to which it is subject, the violations of which would materially or adversely affect its properties, business, prospects, profits or condition or would result in any material lien or charge upon any property of Borrower;

(d) Borrower will maintain, preserve and keep its properties which are used or useful in the conduct of its business in good repair and working order;

(e) Borrower will not create, assume or incur or in any manner become liable with respect of any indebtedness except this Promissory Note and any indebtedness of Borrower incurred prior to the date hereof.

(f) Borrower will not create or incur any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (a “Lien”) on its or its property or assets, whether now owned or hereinafter acquired, or upon any income or profits therefrom except

(i) Liens for property taxes and assessments or levies and liens that are not yet due and payable;

(ii) Liens of or resulting from any judgment or award, the time for appeal or petition for rehearing of which shall not have expired or in respect of which the Company shall in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured; or

(iii) Liens or priority claims (A) incidental to the conduct of business, (B) created by any material agreement of Borrower entered into prior to and currently in effect as of the date hereof or (C) the ownership or lease of properties and assets and not in connection with the borrowing of money, provided , in each case, the obligation secured is not overdue, or if overdue, is being contested in good faith by appropriate actions or proceedings and provided , further that Borrower shall have received the prior written consent of Lender to any Lien described in (A) or (C) above; or

13. Events of Default; Remedies; Acceleration . (a) The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an “ Event of Default ” hereunder:

(i) Borrower fails to make any payment of outstanding principal balance of this Promissory Note , or interest thereon, or any of the other Obligation when due and payable;

(ii) Any representation or warranty of Borrower made in this Promissory Note, the Security Agreeent, or any other document made by or on behalf of Borrower in connection herewith and the transactions contemplated hereby proves to have been false or incorrect in any material respect or Borrower shall fail to comply in all respects with any covenant herein or therein;

(iii) Borrower shall violate any provision of this Promissory Note, the Security Agreement or any other document made by or on behalf of Borrower in connection herewith and the transactions contemplated hereby, including, without limitiation, failure to comply with the terms and provisions of Section 8 of this Promissory Note;

(iv) A case or proceeding is commenced against Borrower seeking a decree or order (i) under Title 11 of the United States Bankruptcy Code (11 U.S.C. §§101 et seq. , as amended, and any successor statute, the “ Bankruptcy Code ”), or any other applicable federal, state or foreign bankruptcy or other similar law, rule or regulation, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Borrower or for any substantial part of Borrower’s assets, or (iii) ordering the winding-up or liquidation of the affairs of s Borrower, and such case or proceeding shall remain undismissed or unstayed for sixty (60) days or more or a decree or order granting the relief sought in such case or proceeding shall be entered by a court of competent jurisdiction;

(v) Borrower, without the prior written consent of Lender (A) files a petition seeking relief under the Bankruptcy Code, or any other applicable federal, state or foreign bankruptcy or other similar law, rule or regulation, (B) consents to or fails to contest in a timely and appropriate manner the institution of proceedings thereunder or the filing of any such petition or the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Borrower or for any substantial part of Borrower’s assets, (C) makes an assignment for the benefit of creditors, (D) takes any action in furtherance of any of the foregoing; or (E) admits in writing its inability to, or is generally unable to, pay its debts as such debts become due;

(vi) If this Promissory Note, the Security Agreement, or any financing statement, document or other instrument executed, delivered or filed in connection herewith or with the security interest granted to Lender hereunder, shall, for any reason, fail or cease to create a valid and perfected lien on or security interest in any or all of the Collateral or the Collateral shall be compromised, encumbered or, in the case of the common stock, invalid, cancelled or otherwise rescinded;

(vi) If Borrower shall default on any material obligations of Borrower or an event of default shall occur with respect to any material agreement of Borrower, whether such agreement shall be in effect or effective subsequent to this Promissory Note.

(b) Immediately upon the occurrence of any Event of Default, all of the Obligations of Borrower hereunder shall become immediately due and payable to Lender and the Obligations shall thereafter accrue interest at the Default Rate from the date of any Event of Default until such Obligations are paid in full (an “Accelleration”). Promptly upon the occurrence of an Acceleration, Lender shall send Borrower written notice of the date upon which the Acceleration is effective and the names of two (2) representatives of Lender (“Lender Nominees”) to be immediately appointed to the Board of Directors of Borrower (the “Default Notice”). The Lender Nominees shall be appointed to the Board of Directors of Borrower not less than five days following the date of the Default Notice. Except with respect to an Event of Default under Section 13(a)(iv) and (v), Borrower shall have forty five (45) days (the forty fifth day hereinafter being the “Final Payment Date”) from the date of the Default Notice to pay Lender the total amount of the Obligations due and owning under this Promissory Note. In the event that Borrower shall fail to satisfy in full all of the outstanding Obligations under this Promissory Note on or before the Final Payment Date, then Lender may (i) proceed to protect and enforce Lender’s rights by suit in equity, action at law and/or other appropriate proceeding, either for specific performance of any covenant or condition contained in this Promissory Note, the Security Agreement, or in any instrument or document delivered to Lender pursuant to this Promissory Note , or in aid of the exercise of any power granted in this Promissory Note or any such instrument or document, and (ii) proceed to enforce payment of the Obligations in such manner as Lender may elect, including the foreclosure of the Collateral in accordance with the terms of the Security Agreement, and to realize upon any and all rights of Lender hereunder. Upon the occurrence of any Event of Default under Section 13(a)(iv) and (v), Lender shall have a right to immediately enforce its rights hereunder and proceed against or foreclose upon the Collateral without regard to the 45 day period set forth in this Section 13(b) To the extent not prohibited by applicable law which cannot be waived, all of Lender’s rights hereunder shall be cumulative. Lender shall have all other rights and remedies not inconsistent herewith as provided under applicable law or in equity, and no exercise by Lender of one right or remedy shall be deemed an election, and no waiver by Lender of any Event of Default shall be deemed a continuing waiver. No delay by Lender shall constitute a waiver, election or acquiescence by it.

(c) In the event that the Obligations hereunder shall be paid in full by or on behalf of Borrower, after the Acceleration of this Promissory Note but prior to the Final Payment Date, then this Promissory Note shall be deemed paid in full, Lender shall promptly release any lien of Lender on the Collateral, and each Lender Nominee shall immediately resign from the Board of Directors of Borrower.

14. Certain Rights and Waivers . To the extent not prohibited by the provisions of applicable law, Borrower hereby expressly waives: (a) all presentments, demands for performance, notices of nonperformance (except to the extent required by this Note), protests, notices of protest and notices of dishonor; (b) any requirement of diligence or promptness on the part of Lender in the enforcement of its rights under this Note; (c) any and all notices of every kind and description which may be required to be given by any statute or rule of law; and (d) any defense (other than indefeasible payment in full) which it may now or hereafter have with respect to its liability under this Note.

15. Assignments . Borrower may not assign or transfer any of its rights or obligations hereunder without the express, written consent of Lender. Any such purported assignment or transfer by Borrower without the express, written consent of Lender shall be null and void ab initio .

16. Costs and Expenses . Borrower agrees to pay all costs and expenses of Lender, including without limitation all fees and disbursements of counsel, advisors, consultants, examiners and appraisers for Lender, in connection with (a) the issuance of this Promissory Note and advancement of principal amount hereunder (which fees and disbursements associated with the origination of this Promissory Note shall not exceed $3,500.00), (b) any enforcement (whether through negotiations, legal process or otherwise) of this Promissory Note, (c) any workout or restructuring of this Promissory Note during the pendency of one or more Events of Default, (d) any bankruptcy case or proceeding of Borrower or any appeal thereof, and (e) upon the occurrence and during the continuance of an Event of Default, any efforts to verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral.

17. CHOICE OF LAW . THE VALIDITY OF THIS NOTE, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE BORROWER AND LENDER WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, WITHOUT REFERENCE TO CONFLICTS OF LAW PRINCIPLES EXCEPT TO THE EXTENT NECESSARY TO ENFORCE THIS CHOICE OF LAW PROVISION.

18. Notices . All communications hereunder shall be in writing and shall be deemed to be duly given and received (a) upon delivery if delivered personally or upon confirmed transmittal if by facsimile, (b) on the next Business Day if sent by overnight courier, or (c) four (4) Business Days after mailing if mailed by prepaid registered mail, return receipt requested, in each case to the appropriate notice address or facsimile number.

19. Independent Arms Length Transaction . It is understood and agreed that this Promissory Note, the Security Agreement and the transactions contemplated hereby and thereby were negotiated in an arms length transacton separate and distinct from any other transaction or contractual obligations and are independent of any transaction or transactions between Borrower, on the one hand, and Lender and any of its affilates or related entitles on the other hand. Borrower further agrees that the contractual obligations of Borrower hereunder are in no way dependent or conditioned upon any other agreements, contracts or transactions whatsoever unless expressly stated herein.

IN WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the date first written above.

	INVISA, INC. By: /s/ Edmund C. King___________________ Name: Edmund C. King Title: Chief Financial Officer

I, Edmund C. King , certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Invisa, Inc.;

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 quarterly 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 small business issuer as of and for the periods presented in this report;

4. The small business issuer’s other certifying officer(s) 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 small business issuer and 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 small business issuer, 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 small business issuer’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 small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’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 small business issuer’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 small business issuer’s internal control over financial reporting; and


Date: November 14, 2007	By:	/s/ Edmund C. King
		Edmund C. King
		Title: Acting President and Acting Chief Operating Officer

I, Edmund C. King, Chief Financial Officer, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Invisa, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting; and


Date: November 13, 2007	By:	/s/ Edmund C. King
		Edmund C. King
		Chief Financial Officer

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 Invisa, Inc. (the “Company” or “Invisa”) on Form 10-QSB for the period ending September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edmund C. King, Acting President and Acting Chief Operating Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

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


	INVISA, INC.

Date: November 13, 2007	By:	/s/ Edmund C. King
		Edmund C. King
		Title: Acting President and Acting Chief Operating Officer

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 Invisa, Inc. (the “Company” or “Invisa”) on Form 10-QSB for the period ending September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edmund C. King, Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

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


	INVISA, INC.

Date: November 13, 2007	By:	/s/ Edmund C. King
		Edmund C. King
		Title: Chief Financial Officer