UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)

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

For the quarterly period ended September 30, 2010

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

For the transition period from _________ to ________

Commission file numbers 000-50081
 
INVISA, INC.
(Name of registrant as specified in its charter)

Nevada
65-1005398
(State or Other Jurisdiction of Organization)
(IRS Employer Identification Number)

1800 2nd Street, Suite 965, Sarasota, Florida 34236
(Address of principal executive offices)

(941) 870-3950
(Issuer's 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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   x   No   o

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

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

Large accelerated filer   o
Accelerated filer   o
Non-accelerated filer   o
Smaller reporting company   x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes  o No  x

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date, September 30, 2010: 35,156,081

Transitional Small Business Disclosure Format (check one): YES   o   NO   x
 
 
 
 
 
Invisa, Inc.
Form 10-Q
Table of Contents

     
Page
Part I.
Financial Information
 
       
 
3
       
 
7
       
 
10
       
 
10
       
Part II.
Other Information
 
       
 
10
       
 
11
       
 
11
       
 
11
       
 
11
       
 
11
       
 
12
       
 
13
 
 
2
 
Part I.     Financial Information
 
Item 1.  Finan cial Statements
Invisa, Inc.
Condensed Bal ance Sheets

   
December 31,
2009
   
September 30,
2010
 
         
(Unaudited)
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 157     $ 1,582  
Accounts receivable
    6,187       2,309  
Inventories
    15,724       12,882  
Prepaids and other current assets
    5,158       9,338  
Total current assets
    27,226       26,111  
                 
Furniture, fixtures and equipment, net of accumulated depreciation
    2,389       2,080  
Total assets
  $ 29,615     $ 28,191  
                 
Liabilities and Stockholders’ (Deficit)
               
Current liabilities:
               
Accounts payable, trade
  $ 98,108     $ 108,681  
Accrued interest expense
    92,376       83,123  
Due to stockholders and officers
    105,334       105,334  
Preferred dividends payable
    315,720       ----  
                 
Total current liabilities
    611,538       297,138  
                 
Long-Term Debt
    563,400       732,021  
                 
Total liabilities
    1,174,938       1,029,159  
                 
Stockholders’ Deficit:
               
Convertible Preferred Stock, 5,000,000 shares authorized ($0.001 par value):
               
Series A, 9,715 shares issued and outstanding
    798,500       798,500  
Series B, 9,000 and 2,702 shares issued and outstanding
    900,000       270,160  
Series C, 5,594 and 15,050 shares issued and outstanding
    654,907       1,600,467  
Common Stock, 95,000,000 shares authorized, $.001 par value, 35,156,081 shares issued and outstanding
    35,156       35,156  
Additional paid-in capital
    32,016,025       32,043,023  
Accumulated Deficit
    (35,549,911 )     (35,748,274 )
Total stockholders’ deficit
    (1,145,323 )     (1,000,968 )
Total liabilities and stockholders’ deficit
  $ 29,615     $ 28,191  

See notes to condensed financial statements.
 
 
Invisa, Inc.

CONDENSED STAT EMENTS OF OPERATIONS
(Unaudited)
 
   
Three months ended September 30,
   
Nine Months ended September 30,
 
   
2009
   
2010
   
2009
   
2010
 
Net sales
 
$
45,521
   
$
12,269
   
$
110,989
   
$
62,848
 
                                 
Costs and other expenses:
                               
   Cost of goods
   
21,309
     
2,659
     
49,969
     
25,881
 
   Selling, general and administrative  expenses
   
49,733
     
56,731
     
169,686
     
179,585
 
                                 
(Loss) from operations
   
(25,521
)
   
(47,121)
     
(108,666
)
   
(142,618
)
                                 
Other income (expense):
                               
Debt Extinguishment Gain
   
3,486
     
—
     
24,714
     
—
 
Gain on disposal of fixed asset
   
1,575
     
—
     
1,575
     
—
 
Interest (expense) and other, net
   
(17,574
)
   
(20,305
)
   
(45,857
)
   
(55,745)
 
                                 
(Loss) before income tax
   
(38,034
)
   
(67,426
)
   
(128,234)
     
(198,363
)
Income tax
   
----
     
----
     
----
     
----
 
                                 
Net (Loss)
   
(38,034
)
   
(67,426
)
   
(128,234)
     
(198,363
)
                                 
Preferred stock dividends
   
(15,180
)
   
----
     
(39,158
)
   
----
 
Net Income (Loss) applicable to Common Stockholders
 
$
(53,214
)
 
$
(67,426
)
 
$
(167,392)
   
$
(198,363
)
                                 
Net Loss per share applicable to Common Stockholders:
                               
Basic and diluted
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00)
   
$
(0.01
)
                                 
Weighted average Common Stock shares Outstanding :
                               
Basic and diluted
   
34,781,081
     
35,156,081
     
34,781,081
     
35,156,081
 

See notes to condensed financial statements.
 

Invisa, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
Nine Months Ended September 30,
 
   
2009
   
2010
 
                 
                 
Net cash (used in) operating activities
 
$
(68,716)
   
$
(102,276)
 
Net cash (used in) investing activities
   
----
     
----
 
Cash flows from financing activities:
               
   Proceeds from Long-Term Debt
   
----
     
103,701
 
   Proceeds from Notes Payable
   
69,370
     
----
 
   Bank Overdraft
   
(191)
     
----
 
Net cash provided by financing activities
   
69,179
     
103,701
 
Net increase in cash
   
463
     
1,425
 
Cash at beginning of period
   
----
     
157
 
Cash at end of period
 
$
463
   
$
1,582
 

See notes to condensed financial statements.
 
 
Invisa, Inc.
Notes to Con densed Financial Statements
September 30, 2010
(Unaudited)
 
Note A - Basis of Presentation

 The accompanying unaudited Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and Rule 8.03 of Regulation SX. The December 31, 2009 balance sheet data was derived from audited financial statements, but does not include all of the information and notes required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Annual Report on Form 10-K of Invisa, Inc. for the year ended December 31, 2009.  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 nine-months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.
 
Invisa, Inc., (the “Company” or “Invisa”) is an 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 is currently manufacturing and selling powered closure safety devices.

Note B - Operating Matters and Liquidity

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.    For the nine months ending September 30, 2010, the Company has had net (losses) applicable to Common Shareholders of $(198,363) See Note E – Long-Term Debt for the restructuring of the Company’s debt, including extension of the Company’s debt payment dates.
 
Note C – Equity

During the period ending June 30, 2010 the Company converted $70,160 of accrued dividends into 702 shares of Series B preferred stock and $245,560 of accrued dividends into 2,456 shares of Series C preferred Stock.  In addition the Company converted 7,000 shares of Series B preferred stock with a value of $700,000 into 7,000 shares of Series C preferred stock.

During the nine months ended September 30, 2010, an officer contributed services with a fair value of $27,000 to the capital of the Company.


Note D – Due to Stockholders and Officers

Due to Stockholders and Officers at December 31, 2009 and September 30, 2010 is as follows:

Monarch Point Fund, Ltd
 
$
85,074
 
Edmund C. King  
   
20,260
 
Total                                                                                                              
 
 $
105,334
 

Note E - Long-Term Debt
 
The Company has four lines of credit with a private investor.  The credit facilities allow for advances up to $500,000, bear interest at 10% and have a first security interest in all of the Company’s assets.  Additionally the credit facilities are secured by a security interest in 53,333,333 shares of the Company’s common stock which are held in escrow.  Because the credit facilities are not in default the shares are not treated as issued and outstanding

 
Note E - Long-Term Debt (continued)

In March 2010, the Company’s senior lender agreed to extend the maturity dates of the outstanding Senior Secured Promissory Notes aggregating $628,320 (including $64,920 accrued interest) at December 31, 2009 until March 1, 2012.  Terms and provisions of the notes otherwise remained unchanged.

The Senior Lender also established a $150,000 Revolving Line of Credit to finance operations of the Company through December 31, 2010.  The Revolving Line has similar terms and provisions to the previous notes between the Company and the Senior Lender and is due and payable March 1, 2012.  At September 30, 2010, the Company has used $103,701 of the Line of Credit.
  
In January 2010, the Company commenced an exchange offer, which remains open, of Series B Preferred Stockholders to convert these shares into shares of Series C Preferred Stock.  In conjunction with the January 2010 offer, the Company has restated its Series B Stock Certificate of Designation to eliminate any further accrual of dividends and provide that the Company may satisfy its obligation with respect to accrued but unpaid dividends either (a) in cash, (b) by issuance of its additional Series B Stock or (c) by issuance of common stock of the Company.
 
Note F – Inventory

Inventory is stated at the lower of cost or market.  Cost is determined using an averaging method, which approximates the first in – first out method.  Inventory consists principally of finished goods and raw materials.
 
Note G - Earnings (loss) per Common Share
 
Basic and diluted earnings (loss) 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 (loss) per share for the periods presented because their effect would not be material or would be anti-dilutive. 

Note H – Subsequent Events

Effective on November 4, 2010 Invisa and Centurian Investors, Inc. (“Centurian”) entered into an agreement whereby Invisa repaid $300,000 (including all accrued and unpaid interest) owed to Centurian through the issuance of  34,090,909 shares of authorized but unissued Common Stock.  The shares were issued pursuant to Section 4(2) of the Securities Act and are restricted as to transfer under Rule 144.  Giving effect to the debt repayment, Invisa owes Centurian an aggregate of $432,021 which has a maturity date of March 1, 2012 and is secured by all assets of Invisa.  On the date on which the terms were established, Invisa Common stock had a market price of approximately $0.0088 or approximately 110% of market price on that date.

Giving effect to this debt repayment, Invisa has 69,246,990 shares of Common stock issued and outstanding in addition to its 27,467 shares of Preferred stock issued and outstanding.

In November 2010 the Company’s senior lender agreed to increase the borrowing limit of the Company’s line of credit by $50,000.

Item 2. Management’s Discu ssion 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-Q.

 
Background of our Company and Plan of Operations

We manufacture and sell sensors using the Company’s patented InvisaShield™ presence-sensing technology in the safety market.  We market our line of safety sensors under the name of SmartGate ® brand safety sensors used in or with parking barrier gates to protect life and property.  All of our sales revenues are derived from the sale of our SmartGate safety sensors.

We financed our operations in 2009 and 2010 through revenues derived from the sale of our SmartGate ® brand safety sensors and debt financing.  We are focusing our efforts on increasing our sales of our products and reducing operating costs, where possible.  We have been and continue to be restricted by our available cash resources from investing in efforts to increase sales and revenue or in research and development which we believe negatively impact our ability to grow sales and revenue. Accordingly, we continue to believe that an acquisition or consolidation with a larger enterprise with established revenue and access to capital may potentially be in the shareholders best interest. In March 2010 the company’s senior lender agreed to extend the maturity date of the Senior Secured Promissory Notes and the related accrued interest until March 1, 2012, and put in place a line of credit which we believe is sufficient to finance our operations through December 31, 2010.  

Quarters Ended September 30, 2009 Compared to the Quarter Ended September 30, 2010

Net Sales – During the quarter ended September 30, 2009 and 2010, product sales totaled $45,521 and $12,269 respectively.   We had a gross profit of $24, 212 for the quarter ended September 30, 2009 and gross profit of $9,610 for the quarter ended September 30, 2010. Gross margin was 53 percent during the 3 rd quarter of 2009 and 78 percent during the same period in 2010.  This increase in gross margin is due primarily to decreased production costs corresponding with decrease of sales. The reduction in product sales and gross profit were approximately 73% and 60% respectively which we attribute to a slowdown in customer orders which we believe was part of the larger slow-down in the U.S. economy.
 
Selling, General and Administrative Expenses - During the third quarter of 2009 and 2010 selling, general and administrative expenses totaled $49,733 and $56,731, respectively.
 
Interest (Expense) and other, Net - During third quarter of 2009 and 2010 interest (expense) and other totaled ($17,574) and ($20,305), respectively.  The interest expense during both 2009 and 2010 relates primarily to financing costs and interest due our senior lender under lines of credit to the Company. 
 
Net Income (Loss) - Net loss increased from ($38,034) in 2009 to a net loss of $(67,426) in 2010.  This increase resulted principally from decreased sales.

Nine Months Ended September 30, 2009 and 2010

 Net Sales and Cost of Sales - During the nine months ended September 30, 2009 and 2010, net sales totaled $110,989 and $62,848 respectively. The Company's sales to date have been limited and constrained by lack of capital.  Cost of sales totaled $49,969 and $25,881, respectively, or 45% and 41% of related sales and gross profit was $61,020 or 55% and $36,967 or 59% for the months ended September 30, 2009 and 2010.
 
            
Selling, General and Administrative Expenses - During the nine months ended September 30, 2009 and 2010, selling, general and administrative expenses totaled $169,686 and $179,585. The increase of $9,899 in 2010 principally resulted from expenses related to facility relocation.
 
 Interest Income (Expense) and other, Net - During the nine months ended September 30, 2009 and 2010, net interest (expense) income totaled $(45,857) and $(55,745).  The interest expense during both 2009 and 2010 relates primarily to financing costs and interest due our senior lender under lines of credit to the Company. 
 
 
Net Income (Loss) - The Company’s net loss for these periods increased from ($167,392) in 2009 to ($198,363) in 2010. This increase resulted principally from reduction in sales and reduction of debt extinguishment gain.

Plan of Development and Operations
 
We obtained funding of $69,370, in the form of short-term debt financing in the first nine months 2009, and an additional $103,701 in the same period in 2010, which together with our cash from sales supported our operations.   We have extended the maturity of our short-term debt to March 1, 2012, and put in place a line of credit which we believe is sufficient to finance our operations through December 31, 2010 (See Note E- Long-Term Debt to the accompanying financial statements) and will explore other business opportunities such as licensing and business combinations as they may arise.
 
Liquidity and Capital Resources

At September 30, 2010, we had a cash and cash equivalents totaling $1,582.
 
As of September 30, 2010, the Company has borrowed $732,021 which includes $64,920 in interest due and owing to its senior lender.  The financing arrangements are set forth in a series of Notes having similar terms and maturity dates, specifically (i) $128,320 in 2009, (ii) $100,000 in July 2008, (iii) $150,000 in March 2008, (iv) $250,000 prior to 2008 and (v) lines of credit of $150,000 and $50,000in 2010 of which $103,701 has been borrowed against as of September 30, 2010.  Each note bears interest at 10 percent per annum and is secured by all of the assets of the Company.  Additionally, the Company has pledged an aggregate of 53,333,333 shares of its common stock, and has committed additional capital stock, when available, as additional security for the notes.  These shares have been issued and are being held in escrow as additional collateral against the notes.    Upon full repayment of the notes, said shares will be returned to the Company.  The shares delivered to the escrow agent as security for the notes are treated as issued on the stockholder lists of the Company but will not be deemed outstanding  unless the shares are released by the escrow agent and delivered to the lender as a result of a default or non payment under the promissory notes and related security agreement.

In March 2010, as part of a restructure of the senior debt of the Company, the senior lender agreed to extend the maturity date of its $628,320 principal amount of notes and accrued interest to March 1, 2012, through a series of note extension agreements.  With the exception of the extension of the maturity date to March 1, 2012, all of the terms and provisions of the original notes remain in full force and effect at September 30, 2010, including, without limitation all security thereon.  The senior lender also established a $150,000 line of credit to finance operations of the Company through December 31, 2010.  The revolving credit facility has similar terms and provisions to the previous notes between the Company and the senior lender and is due and payable on March 1, 2012.  As of September 30, 2010, the Company has borrowed $103,701 against this Line of Credit.

The Company had negative working capital at September 30, 2010, totaling $271,027 including $1,582 in cash and cash equivalents. To finance planned operations through at least the next 12 months, we will rely upon our sales revenues and the $200,000 line of credit established by our senior lender. We believe that the line of credit facility and our sales revenue will be sufficient to finance our operations through December 31, 2010.  However, we will continue to explore other avenues of financing, such as licensing of our product and/or our technology and potential strategic or business relationships or combinations, and to a lesser degree private equity and debt financing.
 
                While we are confident that the current funding and sales revenue available to us will be sufficient to finance our operations through December 31, 2010, it is important to note that additional funding, if needed, may not be available when required or it may not be available on acceptable terms. Should we require additional funding, we may need to reduce or refocus our operations or obtain funds through arrangements that would be less attractive to us or which 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.

 
 Recent Accounting Pronouncements

In January 2010, the FASB issued authoritative guidance that requires new disclosures and clarifies certain existing disclosure requirements about fair value measurements. The new guidance requires a reporting entity to disclose significant transfers in and out of Level 1 and Level 2 fair value measurements, to describe the reasons for the transfers and to present separately information about purchases, sales, issuances and settlements for fair value measurements using significant unobservable inputs.  We adopted the guidance in the three month period ended March 31, except for disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which is effective for interim and annual reporting periods beginning after December 15, 2010.  The adoption of the guidance did not have a material impact on our consolidated financial statements, and we do not currently expect the adoption of this guidance to have a material impact on our consolidated financial statements for future periods.
 
In February 2010, the FASB issued updated authoritative guidance regarding the reporting of subsequent events, removing the requirement for an issuer to disclose a date through which subsequent events have been evaluated.   The guidance was effective upon issuance in February 2010.  The adoption of this guidance did not have a material impact on our consolidated financial statements.
 
In April 2010, the FASB issued guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. The guidance is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010.  We will assess the impact, if any, of the adoption of the guidance on our consolidated financial statements when this guidance becomes effective for us; however we do not currently believe that the adoption of this guidance will have a material impact on our consolidated financial statements.

Item 3. Qualitative and Qua litative Disclosure about Market Risk

NA
 
Item 4. Controls and Proc edures

The Company maintains “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Acting President,  Chief Financial Officer, and Board of Directors, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving the desired objectives, and we necessarily are required to apply our judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.
 
                Our management, including our Acting President and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2010 and concluded that our disclosure controls and procedures were effective as of September 30, 2010.
 
Changes in Internal Controls over Financial Reporting
 
During the quarter ended September 30, 2010, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d–15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
   
Part II. Other Information
 
Item 1. Le gal Proceedings

None
 
 
Item 1A. Risk Factors

There have been no material changes from the risk factors as previously disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2009.
 
Item 2.   Unregistered Sal es of Equity Securities and Use of Proceeds
 
During the nine months ended September 30, 2010, 7000 shares of Preferred B stock were converted into 7000 shares of Preferred C stock; accrued dividends totaling $315,720 were converted into 702 shares of Preferred B stock and 1,422 shares of Preferred C stock.  The shares are restricted as to transfer and are issued pursuant to an exemption from registration under Section 4 (2) in Regulation D.  See item 5 Other Information.

Effective on November 4, 2010.  Invisa and Centurian Investors, Inc. (“Centurian”) entered into an agreement whereby Invisa repaid $300,000 (including all accrued and unpaid interest) owed to Centurian through the issuance of 34,090,909 shares of authorized but unissued Common Stock.  The shares were issued pursuant to Section 4(2) of the Securities Act and are restricted as to transfer under Rule 144.  Giving effect to the debt repayment, Invisa owes Centurian an aggregate of $432,021 which has a maturity date of March 1, 2012 and is secured by all assets of Invisa together with 19,242,424 shares of Invisa which are held in escrow as collateral.  On the date on which the terms were established, Invisa Common stock had a market price of approximately $0.0088 or approximately 110% of market price on that date.
 
Item 3. Defa ult s by the Company on its Senior Securities
 
Upon the filing of the amended and restated Certificate of Designation for the Series B Preferred Stock (the “Amended Designation”) approved by a majority of the holders on May 12,  2010, the Series B Preferred Stock will no longer accrue a mandatory quarterly dividend due in arrears on the last day of each quarter, effective December 31, 2009.  Additionally, as provided in the Amended Designation, the Company shall have the option to satisfy any outstanding dividends in cash or in securities of the Company.  On the date of this filing, there are no remaining accumulated dividends.  (See also, Item 5.  Other Information).
 
Item 4.   Submission of Mat ters to a Vote of Securities Holders

None

Item 5. Other Infor mation

In January, 2010, the Company offered to exchange on a share for share basis (the “Exchange”), all of the outstanding Series B Preferred Stock, par value $0.001 per share ("Series B Preferred Stock") of the Company for shares of the Company’s Series C Preferred Stock, par value $0.001 per share ("Series C Preferred Stock" and together with Series B Preferred Stock, collectively hereinafter referred to as the "Preferred Stock").   At the time of the solicitation, there were 9,000 shares of Series B Preferred Stock outstanding.  Concurrently with the Exchange, the Company also solicited consents from holders of the Series B Preferred Stock to amend its Certificate of Incorporation to modify the preferential terms of the Series B Preferred Stock, which included provisions that (i) eliminated the accrual of future quarterly dividends effective December 31, 2009 and modified the conversion rights with respect to the Series B Preferred Stock and accrued but unpaid dividends thereon, as more specifically described in the Amended Designation. For each share of Series B Preferred Stock surrendered in the Exchange, holders would receive one share of Series C Preferred Stock.  Additionally, any accumulated and unpaid dividends of the Series B Preferred Stock presented for exchange by a holder would be paid in shares of Series C Preferred Stock at a conversion rate of one share of Series C Preferred Stock for each $100.00 of accrued but unpaid dividends through December 31, 2009 (the “Dividend Conversion Rate”).

            On May ­12, 2010, the Company obtained the consent of the 7,000 holders of the Series B Preferred Stock, voting as a single class, approving the Amended Designation and consenting to the exchange of their respective share of Series B Preferred Stock for such equal number of Series C Preferred Stock and the conversion of all accrued and unpaid dividends thereon at the Dividend Conversion Rate set forth herein.
 
 
Effective on November 4, 2010 Invisa and Centurian Investors, Inc. (“Centurian”) entered into an agreement whereby Invisa repaid $300,000 (including all accrued and unpaid interest) owed to Centurian through the issuance of 34,090,909 shares of authorized but unissued Common Stock.  The shares were issued pursuant to Section 4(2) of the Securities Act and are restricted as to transfer under Rule 144.  Giving effect to the debt repayment, Invisa owes Centurian an aggregate of $432,021 which has a maturity date of March 1, 2012 and is secured by all assets of Invisa together with 19,242,424 shares of Invisa which are held in escrow as collateral.  On the date on which the terms were established, Invisa Common stock had a market price of approximately $0.0088 or approximately 110% of market price on that date.

Item 6. Exh ibit s

(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. (b)
     
10.77
 
Debt Conversion Agreement dated November 4, 2010
     
10.78  
Maturity Extension Agreement dated November 4, 2010
 
 
 
 
Signat ures

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 5, 2010
By:
/s/  Edmund C. King
 
   
Edmund C. King
 
   
Title:   Acting President and Acting Chief Operating Officer
 
       
       
Date: November 5, 2010 
By:
/s/  Edmund C. King
 
   
Edmund C. King
 
   
Title:  Chief Financial Officer
 

 
 
 
13
 

Exhibit 10.77
 
DEBT CONVERSION AGREEMENT
 
 
This Debt Conversion Agreement (this “ Agreement ”) is made as of November 4, 2010 by Invisa, Inc., a Nevada corporation (“Invisa”) and Centurian Investors, Inc., a Delaware corporation (“Centurian”).
 
Preliminary Statements
 
 A.              Centurian has advanced loans to Invisa pursuant to the terms of certain promissory notes (hereinafter the “Notes”) having similar terms but varying terms and maturity dates; and
 
 B.              As a result of the Notes and other factors, Invisa continues to be leveraged and the foregoing has continued to potentially negatively impact the Company's operations;
 
                C.               The Parties wish to convert Three Hundred Thousand ($300,000.00) of the aggregate principal amount of the Notes into 34,090,909 shares of common stock, par value $.001 per share, of INVISA (“ Invisa Common Stock ”), and thereby retire, cancel and fully satisfy Invisa’s obligations under certain of the Note, on the terms and conditions set forth herein.
 
Agreement
 
NOW, THEREFORE, the Parties agree as follows:
 
1.      Conversion and Cancellation of Certain Notes .  Effective automatically upon the execution and delivery of this Agreement by the parties (the “ Closing ”), each of (a) that certain Promissory Note, dated February 28, 2007, in the principal amount of up to One Hundred Fifty Thousand ($150,000.00) (the “First Note”),  (b) that certain Promissory Note, dated July 25, 2007 in the principal amount of Fifty Thousand ($50,000) dollars (the “Second Note”), and (c) that certain Promissory Note, dated October 23, 2007 in the principal amount of Fifty Thousand ($50,000) dollars and (d) Fifty Thousand ($50,000) dollars of that certain Promissory Note, dated March 28, 2008 in the principal amount of One Hundred Fifty Thousand ($150,000.00) dollars (the “Fourth Note”;  the First Note, the Second Note, the Third Note and that portion of the Fourth Note  being hereinafter collectively referred to as the “Terminated Notes”),  shall be canceled, and the aggregate principal amount of the Terminated Notes, be converted into 34,090,909 shares of newly issued and outstanding shares of Invisa Common Stock (the “Conversion Shares”) at a conversion rate equal to one Conversion Share for each $.0088 of principal amount.  All accrued and unpaid interest and any and all other amounts payable to Centurian under the Terminated Note (other than the Principal Amount) shall be automatically extinguished with no further liability of Invisa to Centurian.  Notwithstanding the foregoing, Invisa acknowledges and agrees that, except for the Terminated Notes specifically identified herein, all other indebtedness of Invisa to Centurian shall remain in full force and effect, including, without limitation, the remaining One Hundred ($100,000) principal balance of the Fourth Note.
 
2.     The Closing .
 
 (a)              At the Closing, which shall take place at the offices of Invisa, the following actions shall take place simultaneously;
 
 (i)               Centurian shall deliver the original of each of the First Note, the Second Note and the Third Note to Invisa for cancellation;

 (ii)              Invisa shall indicate on the books and records of the Company that Fifty Thousand ($50,000) of the principal amount of the Fourth Note has been paid in full and that the principal thereof has been reduced to One Hundred Thousand ($100,000) dollars; and
 
 (iii)             Invisa shall deliver instructions to Invisa’s transfer agent to issue to Centurian, a certificate(s) representing 34,090,909 shares of Invisa Common stock registered in the name of Centurian, or its designee, bearing the following restrictive legend:

 
1
 
 
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ ACT ”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND AN OPINION OF COUNSEL TO THAT EFFECT, IF SO REQUIRED BY THE ISSUER OF THESE SHARES.

 (iv)             Centurian and the Company shall deliver notice to the Escrow Agent to release shares held as collateral to the Company.

3.     Representations and Warranties of Invisa.   Invisa represents and warrants to Centurian that:
 
3.1     Authority .  Invisa has all requisite corporate power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Invisa.  Invisa has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery of this Agreement by Centurian, this Agreement constitutes a legal, valid and binding obligation of Invisa, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy laws or other laws affecting creditors’ rights generally and by general principles of equity.
 
3.2      Capital Stock .  Invisa’s authorized capital stock consists of 100,000,000 shares of capital stock consisting of 5,000,000 shares of Invisa preferred stock, of which approximately 27,467 are outstanding and (ii) 95,000,000 shares of Invisa Common Stock of which 35,156,081 are issued and  outstanding. Giving effect to the Closing, approximately 69,246,990 shares of Invisa Common Stock will be duly authorized, validly issued, fully paid and non-assessable on and after the Closing.
 
4.     Representations and Warranties of Centurian .  Centurian represents and warrants to Invisa that:
 
4.1    Authority .  Centurian has all the power and requisite company authority to execute and deliver this Agreement and consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Centurian.  Centurian has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery of this Agreement by Invisa, this Agreement constitutes a legal, valid and binding obligation of Centurian, enforceable against Centurian in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy laws or other laws affecting creditors’ rights generally and by general principles of equity.
 
4.2    No Prior Transfer.   Other than as contemplated by this Agreement, Centurian has not previously transferred any interest in the Notes or incurred any obligation to do so prior to the date hereof.
 
4.3    Investment .  Cemurian is acquiring 34,090,909 shares of Invisa Common Stock pursuant to this Agreement solely for investment purposes, for Centurian’s own account and not with a view to resale or distribution.  Centurian understands that (i) the Invisa Common Stock has not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or any state securities laws, (ii) Invisa is under no obligation to register the Invisa Common Stock and (iii) the Invisa Common Stock cannot be transferred, resold or otherwise disposed of by Centurian without such registration unless Invisa receives an opinion of Centurian’s counsel, reasonably acceptable to Invisa, stating that such transfer, resale or other disposition is exempt from such registration requirements, or other evidence satisfactory to Invisa that demonstrates the applicability of such exemption.
 
 
2
 
 
4.4    Investment Qualifications .  Centurian understands that no significant public market exists for the Invisa Common Stock and it is uncertain whether a public market will develop for the Invisa Common Stock.  Centurian has such knowledge and experience in financial and business matters and familiarity with Invisa as to be capable of evaluating the merits and risks of converting the Terminated Notes to Invisa Common Stock.  Centurian has been given the opportunity to ask questions of, and receive answers from, Invisa concerning the terms and conditions of, and other matters pertaining to, the Invisa Common Stock and the related investment risks, and Centurian has had access to such financial and other information as it considered necessary or appropriate to make a decision to convert the Terminated Notes to Invisa Common Stock, and Centurian has availed itself of this opportunity to the full extent desired.  
 
4.5    Understanding of Investment Risks .  Centurian acknowledges that an investment in Invisa Common Stock involves highly speculative risks.  Centurian has carefully reviewed such risk factors and considered such factors in relation to its own investment activities and financial position, and has the ability to accept highly speculative risks, which could include the loss of its entire investment.
 
5.     Survival .  The representations and warranties in Sections 3 and 4 shall survive the Closing and continue in full force and effect thereafter.
 
6.     Post-Closing Cooperation.   From and after the Closing, the parties shall cooperate with each other and take such actions as may be reasonably requested and are consistent with the provisions of this Agreement to obtain for the requesting party the benefits of the transactions contemplated hereby.
 
7.     Restrictive Legend .  The certificate for the shares of Invisa Common Stock issued pursuant to this Agreement shall bear substantially the following legend:
 
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ ACT ”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND AN OPINION OF COUNSEL TO THAT EFFECT, IF SO REQUIRED BY THE ISSUER OF THESE SHARES.
 
Any certificate issued in exchange or substitution for a certificate bearing such legend (except a new certificate issued upon completion of a public distribution of the securities represented thereby pursuant to an effective registration statement under the Act) shall also bear such legend unless it has been demonstrated to the satisfaction of Invisa that the securities represented thereby need no longer be subject to the foregoing transfer restrictions.
 
                8.      Miscellaneous.
 
8.1    Notices .  All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed given (i) one business day after being sent by a nationally recognized overnight delivery service or (ii) upon receipt of electronic or other confirmation of transmission if sent via facsimile, in each case at the applicable address or facsimile number (or at such other address or facsimile number for a Party as shall be specified by like notice) set forth below:
  
To Invisa
Invisa, Inc.
 
1800 2 nd Street
Suite 965
Sarasota, Florida  34236
Attention: Chief Executive Officer
   
 
To Centurian:
Centurian Investors, Inc.
1800 2 nd Street, Suite 970
Sarasota, Florida   34236
 
Attention: Chief Executive Officer
 
 
3
 
 
8.2    Entire Agreement; No Effect on Warrant .  This Agreement supersedes and cancels any prior or contemporaneous agreements among the parties relating to the subject matter of this Agreement.    This Agreement, however, has no effect on the remaining Notes to Centurian, the Security Agreement executed in connection therewith and any future borrowings by Invisa.
 
8.3    Amendment .  This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties.
 
8.4    Successors and Assigns .  This Agreement may not be assigned or transferred by any Party without the prior written consent of the other Parties.  Subject to the foregoing restriction on transfer or assignment, this Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.
 
8.5    Governing Law; Jurisdiction .  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflict of law principles.  
 
8.6    Interpretation .  The captions of the sections of this Agreement are for convenience and reference only, and shall not be held to explain, modify, amplify or aid in the interpretation, construction or meaning of this Agreement.

8.7    Expenses . Invisa shall bear all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.
 
8.8    Counterparts; Facsimile Signatures .  This Agreement may be executed in counterparts, each of which shall be considered an original instrument, but all of which together shall be considered one and the same agreement.  Facsimile copies of the signature page hereof shall be deemed originals and shall be binding for all purposes.
 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first stated above.
 
 
INVISA, Inc.:
 
Centurian Investors, Inc.
     
     
     
By:Invisa, Inc.
 
By: Centurian Investors, Inc.
Name: Edmund C King
 
Name:  Howard R Curd
/s/ Edmund C King
 
 /s/ Howard R Curd
Title:   President and COO
 
Title:   President
 
 

 
 4

 

 
Exhibit 10.78
 
MATURITY EXTENSION AGREEMENT

        Reference is made to that certain senior secured promissory note, dated March 17 th , 2010 by Invisa, Inc., a Nevada corporation, having a business at 1800 2 nd Street, Suite 965, Sarasota, Florida 34236 (the “Borrower”), and in favor of Centurian Investors, Inc., a Delaware corporation, having an address at 1800 2 nd Street Suite 970, Sarasota, Florida 34236 (the “Lender”) in the principal amount of up to One Hundred Fifty Thousand ($150,000.00) Dollars (the “Note”).

WHEREAS, Borrower has requested and Lender agreed to make additional credit available to Borrower under the Note, upon the terms and subject to the provisions set forth herein.

NOW THEREFORE, for ten ($10.00) Dollars, and other 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 Note shall have the same meanings when used herein unless otherwise provided herein.

2.              The Note is hereby amended to increase the princIpal amount from $150,000 to $200,000 effective as of the date hereof.

3.              Lender shall attach an executed copy of this Amendment to the original Note and all references hereafter to the Note shall be as amended hereby.

4.              No right of Lender with respect to the loan evidenced by the Note  or any agreement, security agreement, financing statements or other documents, executed or delivered in connection  therewith are or will be in any manner, released, destroyed, diminished or otherwise adversely affected by this Agreement, except as expressly provided herein.

5.              Borrower understands and agrees that the remaining provisions of the Note shall remain in full force and effect without any changes or modification except as expressly stated herein.

6.              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.
 
 
1
 
 
7.              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.

8.              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.

9.              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
 
/s/Howard R. Curd
Name:Edmund C King
 
Name:Howard R Curd
Title:President and COO
 
Title:President
     

 

2
 
Exhibit 31.1
 
CERTIFICATIONS
 
 I, Edmund C. King , certify that:
  
1. I have reviewed this Quarterly Report on Form 10-Q 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 5, 2010
By:
/s/ Edmund C. King
 
   
Edmund C. King
 
   
Title: Acting President
 
 
 
Exhibit 31.2
 
CERTIFICATIONS
  
I, Edmund C. King, Chief Financial Officer, certify that:
  
1. I have reviewed this Quarterly Report on Form 10-Q 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 5, 2010
By:
/s/ Edmund C. King
 
   
Edmund C. King
 
   
Chief Financial Officer
 
 

Exhibit 32.1
 
 
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-QB for the period ending September 30, 2010 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 5, 2010
By:
/s/ Edmund C. King
 
   
Edmund C. King
 
   
Title: Acting President and Chief Operating Officer
 
       

 
 
Exhibit 32.2
 
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-Q for the period ending September 30, 2010 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 5, 2010
By:
/s/ Edmund C. King
 
   
Edmund C. King
 
   
Title: Chief Financial Officer