|                     
|---------------------
|Table
    of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



|þ | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:    
|- | -----------------------------------------------------------------------------------------
|  | For the fiscal year ended:   December
    31, 2014                                       
|  |                                                                                          
| ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:
|  | For the transition period from:                                                          



000-50081

(Commission File Number)





Invisa, Inc.

(Exact name of registrant
as specified in its charter)



Nevada

(State or other jurisdiction of incorporation
or organization)



65-1005398

(I.R.S. employer identification number)



1800 2nd Street Suite 965

Sarasota, Florida 34236

(Address of principal executive offices)



(941) 870-3950

(Registrant’s telephone number)



Securities registered under Section 12(b) of the Act:   None.



Securities registered under Section 12(g) of the Act:   Common
Stock, $0.001 par value per share.



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ̈No
þ



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.    ̈



Indicate
by check mark whether the registrant (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.   YesþNo  ̈



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 during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).   Yes  þ  No ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ̈








Table of Contents




Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes
 ̈Noþ





Indicate by check mark whether the registrant is
a large accelerated filer, and 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.



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



As of June 30, 2014, the aggregate market
value of the registrant’s common stock held by non-affiliates of the registrant was approximately $7,805,786.



As of March 30, 2015, the registrant had 14,524,498 shares
of Invisa Common Stock, $0.001 par value, outstanding.



DOCUMENTS INCORPORATED
BY REFERENCE



None.

2


Table of Contents




EXPLANATORY NOTE





On March 30, 2015, Invisa,
Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “Original
Form 10-K”). This Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”) amends Part III, Items 10 through 13
of the Original Form 10-K to include information previously omitted from the Original Form 10-K in reliance on General Instructions
G(3) to Form 10-K. The Company is filing this Form 10-K/A because it will not file its definitive proxy statement within 120 days
after the end of its fiscal year ended December 31, 2014.

In addition, as required
by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certifications by the Company’s
Chief Executive Officer and Chief Financial Officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.

Except as described above,
this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original Form 10-K. Furthermore, this Form 10-K/A
does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original
Form 10-K. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original
Form 10-K was filed.



3


Table of Contents






TABLE OF CONTENTS







|                 |                                                                                                | Page
|---------------- | ---------------------------------------------------------------------------------------------- | ----
|                 |                                                                                               
|Explanatory Note | 3                                                                                             
|                 |                                                                                               
|Part
    III     |                                                                                               
|Item 10          | Directors, Executive Officers and Corporate Governance                                         | 5   
|Item 11          | Executive Compensation                                                                         | 6   
|Item 12          | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 10  
|Item 13          | Certain Relationships and Related Transactions, and Director Independence                      | 12  
|                 |                                                                                                |     
|Part
    IV      |                                                                                               
|Item 15          | Exhibits
    and Financial Statement Schedules                                                 | 13  
|                 |                                                                                                |     
|Signature Page   | 14                                                                                            
|                 |                                                                                               





4


Table of Contents




PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------



Directors and Executive Officers of the Company





DIRECTORS



|Name              |  | Age |  | Position                                                           |  | Director Since
|----------------- |  | --- |  | ------------------------------------------------------------------ |  | --------------
|                  |  |     |  |                                                                    |  |               
|Edmund C. King    |  | 80  |  | Co-Chairman of the Board, Chief Financial Officer and Director     |  | 2000          
|                  |  |     |  |                                                                    |  |               
|Gregory J. Newell |  | 65  |  | Director                                                           |  | 2002          
|                  |  |     |  |                                                                    |  |               
|John E. Scates    |  | 58  |  | Director                                                           |  | 2002          
|                  |  |     |  |                                                                    |  |               
|Howard R. Curd    |  | 76  |  | Co-Chairman of the Board, Chief Executive Officer and
    Director |  | 2015          



EDMUND C. KING has served as
our Chief Financial Officer and Director since February 9, 2000 and as Co-Chairman of the Board since April 29, 2015. Mr.
King also began serving as our Chairman and Chief Executive Officer from 2007 until April 2015. Until October 1, 1991, Mr.
King was a partner in Ernst & Young, an international accounting and consulting firm. Commencing in 1999, Mr. King became
a financial consultant to SmartGate, L.C. that we acquired in February 2000. Since January 1992, Mr. King has been a general
partner of Trouver, an investment and financial consulting partnership. Mr. King is also a member of the Board of Directors
of LTC Properties, Inc., an NYSE listed real estate investment trust. Mr. King is a graduate of Brigham Young University,
having served on the National Advisory Council of that school’s Marriott School of Management, and has completed a
Harvard University management course sponsored by Ernst & Young. Mr. King also has served as Chairman of the HFMA’s
Long-Term Care Committee (Los Angeles Chapter). Mr. King was nominated to serve on our Board of Directors because of his
extensive experience in accounting and financial assistance to various industries.





Ambassador GREGORY J. NEWELL has
served as a Director of the Company since June 13, 2002. Ambassador Newell is an international business development strategist
and former: U.S. Ambassador; U. S. Assistant Secretary of State; and White House Commissioned Officer, having served under four
U.S. Presidents. From 1992 to the present, Ambassador Newell has served as President of International Commerce Development Corporation
in Provo, Utah, an international business-consulting firm. Mr. Newell was nominated to serve on our Board of Directors because
of his experience as an international business development strategist.



JOHN E. SCATES, a garage door industry
engineer and consultant, was appointed to the Company’s Board of Directors on June 27, 2002. From June 1997 to the present,
Mr. Scates has been President and Owner of Scates, Inc., a product design and failure analysis consultancy in Carrollton, Texas.
Mr. Scates earned a BS Degree in Mechanical Engineering, Summa Cum Laude from Texas A & M University in 1979. Mr. Scates is
licensed as a Professional Engineer in Texas, Florida, North Carolina and South Carolina.



Mr. Scates was nominated to serve on our Board
of Directors at such time when we were seeking to expand our product offerings. He is knowledgeable of the powered gate industry
and brings experience in research and manufacturing.



On November 10, 2014, the Company acquired
all of the ordinary common stock of Egineered Products Acquisition Limited (“EPAL”), which owns the Wardle
Storeys companies in the United Kingdom, and the Company’s wholly-owned subsidiary, UEP Holdings, Inc., acquired all of
the ownership interests in Uniroyal Engineered Products, LLC (“UEP”). The operating companies were controlled by
our majority stockholder, Howard R. Curd.





5


Table of Contents




HOWARD R. CURD. On April 29, 2015, the
Company’s Board of Directors elected Mr. Curd as a director and as Co-Chairman of the Board and Chief Executive Officer
of the Company. Mr. Curd is Chairman, Chief Executive Officer and a manager of UEP and is a director of EPAL and EPAL’s
subsidiaries. Mr. Curd has been the Chief Executive Officer and Chairman of Uniroyal Engineered Products, LLC since 2003. Mr.
Curd served as the Chairman and Chief Executive Officer of Uniroyal Technology Corporation from September 21, 1992 to 2003. He
has a long history of banking and general business experience. He has been a Director of FCB Financial Holdings, Inc. since October
1, 2010 and Florida Community Bank since September 1, 2010. He served as a Director of A. Schulman, Inc. from 2006 to December
12, 2014. He served as a Director of KeySpan Corporation and its predecessors, and Emcore Corporation. He served as a Director
of Uniroyal Technology Corp. from 1992 until 2003. Mr. Curd served as a Trustee at Brothers Gourmet Coffee, Inc. from 2002 to
2006 and DeGeorgio from 2000 to 2003.



Significant employees of UEP are Howard
R. Curd, Howard F. Curd, President, and George L. Sanchez, Executive Vice President of Global Operations.







Section 16(a) Compliance



Section 16(a) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s officers and directors and
persons who own more than ten percent of a registered class of the Company’s equity securities to file reports of
ownership and changes of ownership with the Securities and Exchange Commission (the “SEC”). Officers, directors
and beneficial owners of more than ten percent of the Common Stock are required by SEC regulations to furnish the Company
with copies of all reports that they file with the SEC pursuant to Section 16(a) of the Exchange Act. Based solely on a
review of the copies of such forms furnished to the Company, the Company believes that during fiscal 2014 its officers,
directors and beneficial owners of more than ten percent of the Common Stock complied with all applicable Section 16(a)
filing requirements, except that Ambassador Newell did not file reports of two sales of the Company’s stock in
November and December 2014.



Code of Ethics



Our Board of Directors has
adopted a Code of Business Conduct and Ethics and Compliance Program which is applicable to the Company and to all our
directors, officers and employees, including the Company’s principal executive officer, principal financial
officer, principal accounting officer or comptroller, or other persons performing similar functions.



A copy of the Company’s Code
of Ethics may be obtained free of charge by making the request to the Company in writing.



Compensation Committee Interlocks and Insider Participation



Not applicable.



Corporate
Governance



The Audit Committee recommends to the Board
the selection of independent accountants to audit the annual financial statements of the Company, reviews the annual financial
statements and meets with the Company’s Chief Financial Officer and independent accountants to review the scope and results of
the audit of the financial statements and other matters regarding the Company’s accounting, financial reporting and internal control
systems. During fiscal 2014 the Audit Committee met four times. The members of the committee are Messrs. Gregory J. Newell (Chairman)
and John E. Scates. The Audit Committee consists of independent directors.



The Board of Directors has determined that
Mr. Newell is an “audit committee financial expert” as that term is used in Item 407 of Regulation S-K promulgated
under the Exchange Act.





6


Table of Contents












|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------



EXECUTIVE COMPENSATION

FOR THE TWO YEARS
ENDED DECEMBER 31, 2014





|Name and Principal Position |  |  | Year |  |  |  | Salary ($) |  |  |  | Bonus ($) |  |  |  | Stock Awards ($) |  |  |  | Option Awards ($) |  |  |  | Non-Equity
                                         Incentive Plan Compensation ($) |  |  |  | Change
                                         in Pension Value and Nonqualified Deferred Compensation Earnings ($) |  |  |  | Other
                                         Compensation ($) |  |  |  | Total ($) | 
|--------------------------- |  |  | ---- |  |  |  | ---------- |  |  |  | --------- |  |  |  | ---------------- |  |  |  | ----------------- |  |  |  | ----------------------------------------------------------------------------------- |  |  |  | -------------------------------------------------------------------------------------------------------------------- |  |  |  | --------------------------------------------------------------- |  |  |  | --------- | 
|                            |  |  |      |  |  |  |            |  |  |  |           |  |  |  |                  |  |  |  |                   |  |  |  |                                                                                     |  |  |  |                                                                                                                      |  |  |  |                                                                 |  |  |  |           | 
|Edmund C. King              |  |  | 2014 |  |  |  | —          |  |  |  | —         |  |  |  | —                |  |  |  | —                 |  |  |  | —                                                                                   |  |  |  | —                                                                                                                    |  |  |  | —                                                               |  |  |  | —         | 
|Chairman, CEO               |  |  | 2013 |  |  |  | —          |  |  |  | —         |  |  |  | 24,500           |  |  |  | —                 |  |  |  | —                                                                                   |  |  |  | —                                                                                                                    |  |  |  | —                                                               |  |  |  | 24,500    | 
|& CFO                       |  |  |      |  |  |  |            |  |  |  |           |  |  |  |                  |  |  |  |                   |  |  |  |                                                                                     |  |  |  |                                                                                                                      |  |  |  |                                                                 |  |  |  |           | 
|                            |  |  |      |  |  |  |            |  |  |  |           |  |  |  |                  |  |  |  |                   |  |  |  |                                                                                     |  |  |  |                                                                                                                      |  |  |  |                                                                 |  |  |  |           | 
|Howard R. Curd              |  |  | 2014 |  |  |  | 348,163    |  |  |  | 70,000    |  |  |  | —                |  |  |  | —                 |  |  |  | —                                                                                   |  |  |  | 21,000                                                                                                               |  |  |  | —                                                               |  |  |  | 439,163   | 
|Chairman & CEO              |  |  | 2013 |  |  |  | 277,230    |  |  |  | —         |  |  |  | —                |  |  |  | —                 |  |  |  | —                                                                                   |  |  |  | 21,000                                                                                                               |  |  |  | —                                                               |  |  |  | 298,230   | 
|of Uniroyal                 |  |  |      |  |  |  |            |  |  |  |           |  |  |  |                  |  |  |  |                   |  |  |  |                                                                                     |  |  |  |                                                                                                                      |  |  |  |                                                                 |  |  |  |           | 
|Engineered                  |  |  |      |  |  |  |            |  |  |  |           |  |  |  |                  |  |  |  |                   |  |  |  |                                                                                     |  |  |  |                                                                                                                      |  |  |  |                                                                 |  |  |  |           | 
|Products, LLC               |  |  |      |  |  |  |            |  |  |  |           |  |  |  |                  |  |  |  |                   |  |  |  |                                                                                     |  |  |  |                                                                                                                      |  |  |  |                                                                 |  |  |  |           | 
|                            |  |  |      |  |  |  |            |  |  |  |           |  |  |  |                  |  |  |  |                   |  |  |  |                                                                                     |  |  |  |                                                                                                                      |  |  |  |                                                                 |  |  |  |           | 
|Howard F. Curd              |  |  | 2014 |  |  |  | 264,000    |  |  |  | 50,000    |  |  |  | —                |  |  |  | —                 |  |  |  | —                                                                                   |  |  |  | 16,800                                                                                                               |  |  |  | —                                                               |  |  |  | 330,800   | 
|President of                |  |  | 2013 |  |  |  | 250,000    |  |  |  | 40,000    |  |  |  | —                |  |  |  | —                 |  |  |  | —                                                                                   |  |  |  | 16,800                                                                                                               |  |  |  | —                                                               |  |  |  | 306,800   | 
|Uniroyal                    |  |  |      |  |  |  |            |  |  |  |           |  |  |  |                  |  |  |  |                   |  |  |  |                                                                                     |  |  |  |                                                                                                                      |  |  |  |                                                                 |  |  |  |           | 
|Engineered                  |  |  |      |  |  |  |            |  |  |  |           |  |  |  |                  |  |  |  |                   |  |  |  |                                                                                     |  |  |  |                                                                                                                      |  |  |  |                                                                 |  |  |  |           | 
|Products, LLC               |  |  |      |  |  |  |            |  |  |  |           |  |  |  |                  |  |  |  |                   |  |  |  |                                                                                     |  |  |  |                                                                                                                      |  |  |  |                                                                 |  |  |  |           | 
|                            |  |  |      |  |  |  |            |  |  |  |           |  |  |  |                  |  |  |  |                   |  |  |  |                                                                                     |  |  |  |                                                                                                                      |  |  |  |                                                                 |  |  |  |           | 
|George L. Sanchez           |  |  | 2014 |  |  |  | 247,500    |  |  |  | 50,000    |  |  |  | —                |  |  |  | —                 |  |  |  | —                                                                                   |  |  |  | 16,800                                                                                                               |  |  |  | —                                                               |  |  |  | 314,300   | 
|Executive Vice              |  |  | 2013 |  |  |  | 218,837    |  |  |  | 40,000    |  |  |  | —                |  |  |  | —                 |  |  |  | —                                                                                   |  |  |  | 16,800                                                                                                               |  |  |  | —                                                               |  |  |  | 275,637   | 
|President of                |  |  |      |  |  |  |            |  |  |  |           |  |  |  |                  |  |  |  |                   |  |  |  |                                                                                     |  |  |  |                                                                                                                      |  |  |  |                                                                 |  |  |  |           | 
|Global Operations           |  |  |      |  |  |  |            |  |  |  |           |  |  |  |                  |  |  |  |                   |  |  |  |                                                                                     |  |  |  |                                                                                                                      |  |  |  |                                                                 |  |  |  |           | 





7


Table of Contents




Employment Agreements with Executives



We have no written employment agreements
with our Invisa, Inc. executives.



Howard R. Curd, Chairman of the
Board and Chief Executive officer of UEP, is employed pursuant to an employment agreement with UEP, which was amended
and restated as of July 1, 2014. The agreement provides for a base salary of $475,000 per year. Mr. Curd’s base salary is
subject to adjustment annually during the term of the agreement based on changes in the U.S. Consumer Price Index for
All Urban Consumers, U.S. City Average (the “CPI”). Mr. Curd is also entitled to receive a bonus of up to 75% of
his base salary pursuant to UEP’s bonus or incentive plan at the end of each fiscal year. Mr. Curd’s employment
agreement provides for a three-and-a-half-year base term subject to automatic one-year extensions in December 2015 and each
December thereafter unless such agreement is terminated by either party. In addition, Mr. Curd is entitled to receive the
base salary that he would have received for the balance of the term of the agreement plus an amount equal to two years’
salary as severance upon termination of his employment by UEP. The agreement also provides for the Company to provide for
bonuses, profit sharing, employee benefits, executive split dollar life insurance and other benefit plans and programs
accorded to other executive officers of UEP, as determined by the Board of Managers of UEP. UEP is also obligated to provide
life insurance for the benefit of Mr. Curd and his heirs in amounts commensurate with amounts provided by companies similarly
situated for their executive officers. Mr. Curd became Co-Chairman and Chief Executive Officer of Invisa effective April 29,
2015.



Howard F. Curd, President and a
Manager of UEP, is employed pursuant to an employment agreement with UEP, which was amended and restated as of July 1,
2014. The agreement provides for a base salary of $290,000 per year. Mr. Curd’s base salary is subject to adjustment annually
during the term of the agreement based on changes in CPI. Mr. Curd is also entitled to receive a bonus of up to 60% of his
base salary pursuant to UEP’s bonus or incentive plan at the end of each fiscal year. Mr. Curd’s
employment agreement provides for a three-and-a-half-year base term subject to automatic one-year extensions in December 2015
and in each December thereafter unless such agreement is terminated by either party. In addition, Mr. Curd is entitled to
receive the base salary that he would have received for the balance of the term of the agreement plus an amount equal to
two years’ salary as severance upon termination of his employment by UEP. The agreement also provides for the Company
to provide for bonuses, profit sharing, employee benefits, executive split dollar life insurance and other benefit plans
and programs accorded to other executive officers of UEP, as determined by the Board of Managers of UEP. UEP is also
obligated to provide life insurance for the benefit of Mr. Curd and his heirs in amounts commensurate with amounts provided
by companies similarly situated for their executive officers.



George L. Sanchez,
Executive Vice President of Global Operations of UEP, is employed pursuant to an employment agreement which was amended
and restated as of July 1, 2014. The agreement provides for a base salary of $275,000 per year. Mr. Sanchez’s base salary is
subject to adjustment annually during the term of the agreement based on changes in the CPI. Mr. Sanchez is also entitled to
receive a bonus of up to 60% of his base salary pursuant to UEP’s bonus or incentive plan at the end of each fiscal
year. Mr. Sanchez’s employment agreement provides for a three-and-a-half-year base term subject to automatic one-year
extensions in December 2015 and in each December thereafter unless such agreement is terminated by either party. In addition,
Mr. Sanchez is entitled to receive the base salary that he would have received for the balance of the term of the agreement
plus an amount equal to two years’ salary as severance upon termination of his employment by UEP. The agreement also
provides for the Company to provide for bonuses, profit sharing, employee benefits, executive split dollar life insurance and
other benefit plans and programs accorded to other executive officers of UEP, as determined by the Board of Managers of UEP.
UEP is also obligated to provide life insurance for the benefit of Mr. Sanchez and his heirs in amounts commensurate with
amounts provided by companies similarly situated for their executive officers.





8


Table of Contents




Outstanding Equity Awards at Fiscal Year-End



The Company had no outstanding equity awards at fiscal year-end.





Equity Incentive Plans



We have five stock plans as listed
below:



|Plan |            | Shares Authorized
                                                           for Issuance
|---- | ---------- | -----------------------------------------------------------------------------------------
|     |            |                                                                                          
|     | 2000 Plan  |                                                                                          
|     | 2002 Plan  |                                                                                          
|     | 2003 Plan  |                                                                                          
|     | 2003A Plan |                                                                                          
|     | 2006 Plan  |                                                                                          
|     |            |                                                                                          



All of the Plans have been approved
by the Board of Directors and all, except for the 2006 Plan, have been approved by the Shareholders. All of the plans authorize
awards of incentive stock options or non-qualified stock options to employees, directors, and consultants of our company and affiliates.
The purposes of the Plans are as follows: to encourage and enable employees, directors, and consultants to acquire a proprietary
interest in the growth and performance of our company; to generate an increased incentive for key employees and directors to contribute
to our future success and prosperity, thus enhancing the value of our company for the benefit of our stockholders; and to enhance
the ability of our company to attract and retain key employees and directors who are essential to progress, growth, and profitability.



The Plans are administered by the
Compensation Committee of our Board (the “Administrator”). All members of our Compensation Committee are non-employee
directors and outside directors, as defined in the Plans. Subject to the limitations set forth in the Plans, the administrator
has the authority to grant options, to determine the purchase price of the shares of our common stock covered by each option, to
establish the term of each option, to determine the number of shares of our common stock to be covered by each option, to establish
vesting schedules, to designate options as incentive stock options or non-qualified stock options, and to determine the persons
to whom grants are to be made.



The Administrator establishes the
option exercise price, which in the case of incentive stock options, must be at least the market price (as such term is defined
in the Plans) of our common stock on the date of the grant or, with respect to optionees who own at least 10% of the total combined
voting power of all classes of our stock (a “10% Stockholder”), 110% of the market price on the date of the grant.



Options granted under the Plans are
generally not transferable by the optionee except by will or the laws of descent and distribution, or pursuant to written agreement
approved by the administrator relating to any non-qualified stock options in any manner authorized under applicable law. Except
as provided in the applicable stock option agreement, options must be exercised within 90 days of termination for any reason other
than disability, retirement, or death, within one year of termination by disability or retirement, or by a designated beneficiary
within two years of death.



Except as provided to the contrary
in the option agreement, options granted under the Plans vest in one-third annual increments, beginning on the grant date of the
option. In no event may an incentive stock option be granted more than 10 years from the effective date of the plan or be exercised
after either the expiration of 10 years from the grant date, or five years from the grant date in the case of a 10% Stockholder.



Incentive stock options may not vest
for the first time with the respect to any optionee in a calendar year with a market price exceeding $100,000. Any option grants
that exceed that amount shall be automatically treated as non-statutory stock options.





9


Table of Contents




The Plans may be suspended, terminated,
modified, or amended by our board, but no such suspension, termination, modification, or amendment may adversely affect the terms
of any option previously granted without the consent of the affected optionee, and any amendment will be subject to stockholder
approval to the extent required by applicable law, rules, or regulations.



We, from time to time, grant to our
directors, executive officers and employees options to purchase our common stock under the Plans. As of December 31, 2013, Invisa
had no options to purchase shares of common stock outstanding or exercisable.



401(k) Savings Plan



We do not have a 401(k) savings plan.
UEP maintains a qualified defined-contribution plan with a 401(k) investment option for our U.S.-based employees. UEP does not
make matching contributions to its employees’ 401(k) plan accounts.



Director
Compensation



Our directors did not receive any compensation or grants of common stock during our 2014 fiscal year.





Compensation Committee Interlocks and Insider Participation



Not applicable.













|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
    MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | --------------------------------------------------------------------------------------------------





The following table sets forth
certain information regarding the beneficial ownership of Common Stock and Voting Preferred Stock as of March 31, 2015, by
(a) each person known to the Company to be the beneficial owner of more than five percent of the Common Stock, (b)
all directors and nominees, (c) the Chief Executive Officer and the other four most highly compensated executive officers of
the Company and (d) all directors and executive officers of the Company as a group. Each share of Common Stock has one vote,
each shares of Series A Preferred Stock has 3,000 votes, each share of Series B Preferred Stock has 2,500 votes and each
share of Series C Preferred has 100 votes on matters that may come before a meeting of the Company’s shareholders.



The table shows that Howard R. Curd beneficially
owns Common and Preferred Stock that accounts for 83.59% of the voting power. Mr. Curd has indicated that he intends to support
the recommendations of the Company’s Board of Directors. Accordingly, it is anticipated that all proposals recommended by
the Board of Directors will be adopted.





10


Table of Contents






|At December 31, 2014:                                                      |  |                          |  |  |                                                                                                                                                                                                                                                                                                                                                                               |     |  |  |                                                               |  
|-------------------------------------------------------------------------- |  | ------------------------ |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- |  |  | ------------------------------------------------------------- | -
|                                                                           |  | Common Stock             | 
|Name and Address of Beneficial Owner (1)                                   |  | Reporting Status         |  |  | Number
                                         of Shares Owned (2)                                                                                                                                                                                                                                                                                                           |     |  |  | Percent
                                         of Class (3) |  
|                                                                           |  |                          |  |  |                                                                                                                                                                                                                                                                                                                                                                               |     |  |  |                                                               |  
|Howard R. Curd                                                             |  | Director, 5% Stockholder |  |  | 6,943,699                                                                                                                                                                                                                                                                                                                                                                     | (4) |  |  | 47.81                                                         | %
|Edmund C. King                                                             |  | CEO, CFO, Director       |  |  | 365,359                                                                                                                                                                                                                                                                                                                                                                       | (5) |  |  | 2.52                                                          | %
|Gregory J. Newell                                                          |  | Director                 |  |  | 143,581                                                                                                                                                                                                                                                                                                                                                                       |     |  |  | 0.99                                                          | %
|John E. Scates                                                             |  | Director                 |  |  | 190,713                                                                                                                                                                                                                                                                                                                                                                       |     |  |  | 1.31                                                          | %
|                                                                           |  |                          |  |  |                                                                                                                                                                                                                                                                                                                                                                               |     |  |  |                                                               |  
|All directors and executive officers of the Company as a group (4 persons) |  |                          |  |  | 7,608,352                                                                                                                                                                                                                                                                                                                                                                     | (6) |  |  | 52.38                                                         | %
|                                                                           |  |                          |  |  |                                                                                                                                                                                                                                                                                                                                                                               |     |  |  |                                                               |  
|                                                                           |  | Voting Preferred Stock   | 
|Name and Address of Beneficial Owner (1)                                   |  | Reporting Status         |  |  | Number of Shares Owned                                                                                                                                                                                                                                                                                                                                                        |     |  |  | Number of Votes                                               |  
|                                                                           |  |                          |  |  |                                                                                                                                                                                                                                                                                                                                                                               |     |  |  |                                                               |  
|Howard R. Curd (6)                                                         |  | Director; 5% Stockholder |  |  |                                                                                                                                                                                                                                                                                                                                                                               |     |  |  |                                                               |  
|Series A Preferred                                                         |  |                          |  |  | 9,715                                                                                                                                                                                                                                                                                                                                                                         |     |  |  | 29,145,000                                                    |  
|Series B Preferred                                                         |  |                          |  |  | 2,702                                                                                                                                                                                                                                                                                                                                                                         |     |  |  | 6,755,000                                                     |  
|Series C Preferred                                                         |  |                          |  |  | 6,549                                                                                                                                                                                                                                                                                                                                                                         |     |  |  | 654,900                                                       |  
|                                                                           |  |                          |  |  |                                                                                                                                                                                                                                                                                                                                                                               |     |  |  |                                                               |  
|Name and Address of Beneficial Owner (1)                                   |  | Total Number of Votes    |  |  | Percent
                                         of Total
                                                                                                                                                               Votes of
                                                                                Outstanding
                                         Shares |     |  |  |                                                               |  
|                                                                           |  |                          |  |  |                                                                                                                                                                                                                                                                                                                                                                               |     |  |  |                                                               |  
|Howard R. Curd                                                             |  | 43,498,599               |  |  | 83.59                                                                                                                                                                                                                                                                                                                                                                         | %   |  |  |                                                               |  
|Edmund C. King                                                             |  | 365,359                  |  |  | 0.70                                                                                                                                                                                                                                                                                                                                                                          | %   |  |  |                                                               |  
|Gregory J. Newell                                                          |  | 143,581                  |  |  | 0.28                                                                                                                                                                                                                                                                                                                                                                          | %   |  |  |                                                               |  
|John E. Scates                                                             |  | 190,713                  |  |  | 0.37                                                                                                                                                                                                                                                                                                                                                                          | %   |  |  |                                                               |  
|                                                                           |  |                          |  |  |                                                                                                                                                                                                                                                                                                                                                                               |     |  |  |                                                               |  
|All directors and executive officers of the Company as a group (4 persons) |  | 44,163,252               |  |  | 84.87                                                                                                                                                                                                                                                                                                                                                                         | %   |  |  |                                                               |  

_________________

|(1) | All addresses are c/o the Company, 1800 2nd Street,
Suite 965, Sarasota, Florida 34236.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Information contained in
the table reflects “beneficial ownership” as defined in Rule 13d-3 under the Securities Exchange Act of 1934. This
table is based on information supplied by directors, officers and beneficial owners of ten percent or more of the Common Stock
and Forms 13D filed with the Securities and Exchange Commission by beneficial owners of five percent or more of the Common Stock.
Unless otherwise indicated, the stockholders identified in this table have sole voting and investment power with respect to the
shares beneficially owned by them.
|(3) | Applicable percentages are
based on 14,524,531 shares of Common Stock, 9,715 shares of Series A. Preferred Stock, 2,702 shares of Series B. Preferred Stock
and 16,124 shares of Series Preferred Stock outstanding , plus for each person or group shares issuable pursuant to options exercisable
within 60 days under the Company’s stock option plans.                                                                                                                                                                                                                     
|(4) | Does not include 3,848,485
shares of Common Stock held in escrow as security in connection with the Senior Secured Promissory Note held by Centurian Investors,
Inc., which is controlled by Mr. Curd.                                                                                                                                                                                                                                                                                                                                                                         
|(5) | Includes 330,359 shares
held in Mr. King’s name, and 1,000 shares held in the name of the King Family Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(6) | Mr. Curd owns all of the outstanding shares of the Series
A Preferred and Series B Preferred classes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          











11


Table of Contents




Securities Authorized for Issuance Under Equity
Compensation Plans



There are currently no shares available for issuance under
equity compensation plans.





|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
    DIRECTOR INDEPENDENCE
|-------- | -----------------------------------------------------------------------------



Director Independence



In order to determine which of our directors may qualify
as independent directors, we have adopted the director independence standards of NASDAQ. The Board of Directors has reviewed each
of the directors’ relationships with the Company in conjunction with such standards and has affirmatively determined that
the following members of the Board of Directors are “independent” within the meaning of such rule: Messrs. Newell and
Scates.





Transactions
with Related Persons





Howard R. Curd, who is Co-Chairman and
Chief Executive officer of the Company and is Chairman and Chief Executive Officer of UEP (“Mr. Curd”), holds a senior
secured promissory note of the Company in the amount of $1,470,057.27, which is secured by all assets of the Company; holds four
subordinated secured promissory notes of UEP in the aggregate amount of $2,000,000 with a maturity date of October 17, 2018; owns
the company that leases to the Company the production facility in Stoughton, Wisconsin; and holds a secured promissory note of
the Company’s subsidiary, Engineered Products Acquisition Limited (“EPAL” in the face amount of approximately
$1,348,000 that has a maturity date of December 21, 2023 and is secured by a lien against all of the assets of EPAL.

Prior to the acquisition by the Company’s
subsidiary, UEP was a party to an agreement with a company owned by Mr. Curd, which provided for that company to provide management
and administrative services to UEP. The management agreement was assigned to the Company at the time of the acquisition.

During 2013 UEP sold real estate and
certain insurance policies for $2,117,098 to a related party owned by the majority owners of UEP. The proceeds were used to reduce
UEP’s term debt and line of credit obligations by the same amount. Additionally, as part of the transaction with the related
party, UEP leased the real estate it had sold plus additional land from the related company. The term of the lease runs to October
31, 2033.

Mr. Curd holds four subordinated secured
promissory notes dated October 17, 2003, of UEP. The aggregate principal amount of the four notes is $2,000,000. The notes carry
an interest rate of 9.25% per annum. Payment of the principal amount, which was due on October 17, 2013, was deferred, with payment
of $600,000 being due on October 17, 2017 and $1,400,000 and any other outstanding amounts being due on October 17, 2018. UEP
pays an accommodation fee for the deferral of two percent (2%) of the amount of the deferred payment on October 17 of each year
until the notes have been repaid in full. The notes are secured by a security agreement providing a lien on all of the assets
of UEP but subordinated to the lien of UEP’s senior lender.

Mr. Curd also holds a secured promissory
note dated December 31, 2013, of EPAL in the amount of approximately $1,348,000 with an interest rate of 6.25% per annum. The
maturity date of the note is December 21, 2023. The note is secured by a security agreement granting a lien against all assets
of EPAL. He also holds the 50 outstanding shares of EPAL’s preferred shares, having a stated value of approximately $20
million.

UEP has a Split-Dollar Life Insurance
Plan, whereby UEP pays premiums for insurance on the lives of Howard R. Curd, Howard F. Curd and George L. Sanchez, Executive
Vice President- Global Operations of UEP. Under the plan, UEP has purchased two life insurance policies on the life of Howard
R. Curd. Each of the policies has a face amount of $5,000,000. UEP has also purchased life insurance policies under the plan on
the lives of Howard F. Curd and George L. Sanchez.

UEP is a party to an agreement with its
managers, Howard R. Curd and Howard F. Curd, and its former shareholders, who are officers of UEP, whereby the managers and shareholders
granted consents and waivers in connection with certain organizational documents of UEP to permit the acquisition of UEP by the
Company’s subsidiary, UEP Holdings, LLC; the agreement also provides for the indemnification of the former shareholders
of UEP for any proceedings in connection with tax claims arising prior to the closing of the acquisition.



12


Table of Contents






PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL
    STATEMENT SCHEDULES
|-------- | ----------------------------------------------



Exhibits:







|Exhibit No. |  | Description                                                                                                                                                            
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                        
|31.3        |  | Chief Executive Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|31.4        |  | Chief Financial Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.









13


Table of Contents




SIGNATURES



In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



|                            | INVISA, INC.           
|--------------------------- | -----------------------
|                            |                        
|                            |                        
|Dated:  April  30,
    2015 | By:                    
|                            | Howard R. Curd         
|                            | Chief Executive Officer





|                            |                         |                       
|--------------------------- | ----------------------- | ----------------------
|                            |                         |                       
|Dated:  April  30,
    2015 | By:                     | /s/ Edmund
    C. King
|                            | Edmund C. King         
|                            | Chief Financial Officer





14