UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the quarterly period ended June 30,
2012
☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _________
to ________
Commission file numbers 000-50081
INVISA, INC.
(Name of registrant as specified in its
charter)
Nevada
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65-1005398
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(State or Other Jurisdiction of Organization)
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(IRS Employer Identification Number)
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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
☑
No ☐
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 ☑ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated file
|
☐
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Accelerated filer
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☐
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Non-accelerated file
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☐
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Smaller reporting company
|
☑
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
☑
State the number of shares outstanding of each of the issuer's
classes of common equity as of the latest practicable date, August 24, 2012: 14,214,398
Transitional
Small Business Disclosure Format (check one): Yes
☐
No
☑
1
Invisa, Inc.
Form 10-Q
Table of Contents
2
Part I.
Financial Information
Item 1. Financial Statements
Invisa, Inc.
Condensed Balance Sheets
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December 31,
2011
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June 30,
2012
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(unaudited)
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Assets
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Current assets:
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Cash and cash equivalents
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$
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589
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$
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1,499
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Accounts receivable
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5,038
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914
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Inventories
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13,569
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11,762
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Prepaids and other assets
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3,707
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6,998
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Total current assets
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22,903
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21,173
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Total assets
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$
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22,903
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$
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21,173
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Liabilities and Stockholders’ Deficit
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Current liabilities:
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Accounts payable, trade
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$
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99,458
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$
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99,220
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Accrued Interest
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----
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52,393
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Due to stockholders and officers
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20,260
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20,260
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Total current liabilities
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119,718
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171,873
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Long-Term Debt
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750,232
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836,464
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Total liabilities
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869,950
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1,008,337
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Stockholders’ Deficit:
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Convertible Preferred Stock, 5,000,000 shares authorized ($100 par value):
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Series A, 9,715 shares issued and outstanding
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798,500
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798,500
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Series B, 2,702 shares issued and outstanding
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270,160
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270,160
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Series C, 16,124 shares issued and outstanding
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1,600,467
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1,600,467
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Common Stock, 95,000,000 shares authorized ($.001 par value), 13,959,398 and
14,214,398, respectively, shares issued and outstanding
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13,959
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14,214
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Additional paid-in capital
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32,458,972
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32,501,717
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Accumulated Deficit
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(35,989,105
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)
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(36,172,222
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)
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Total stockholders’ deficit
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(847,047
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)
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(987,164
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)
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Total liabilities and stockholders’ deficit
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$
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22,903
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$
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21,173
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See notes to condensed financial statements.
3
Invisa, Inc.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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Three-months ended June 30,
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Six-months ended June 30,
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2011
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2012
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2011
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2012
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Net Sales
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$
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22,418
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$
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8,139
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$
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31,342
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$
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14,453
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Costs and other expenses:
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Cost of goods sold
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10,160
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1,467
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16,326
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4,513
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Selling, general and administrative expenses
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75,362
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51,232
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146,405
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140,673
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(Loss) from operations
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(63,104
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)
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(44,560
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)
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(131,389
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)
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(130,733
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)
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Other income (expense):
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Interest (expense) and other, net
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(19,087
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)
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(25,000
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)
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(36,609
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)
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(52,384
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)
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Gain on Debt extinguishment
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2,405
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----
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2,405
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----
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(Loss) before income taxes
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(79,786
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)
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(69,560
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)
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(165,593
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)
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(183,117
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)
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Income taxes
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----
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----
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----
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----
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Net Loss
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$
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(79,786
|
)
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|
$
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(69,560
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)
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$
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(165,593
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)
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|
$
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(183,117
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)
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Net Loss per share applicable to Common
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Stockholders:
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Basic and diluted
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$
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(0.01
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)
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$
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(0.00
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)
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$
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(0.01
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)
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$
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(0.01
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)
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Weighted average Common Stock shares Outstanding :
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Basic and diluted
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13,959,398
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14,214,398
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13,959,398
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14,214,398
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See notes to condensed
financial statements.
4
Invisa, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
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Six Months Ended June 30,
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2011
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2012
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Net cash (used in) operating activities
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$
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(104,111
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)
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$
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(85,322
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)
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Net cash (used in) investing activities
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----
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----
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Cash flows from financing activities:
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Proceeds from Long-Term Debt
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102,700
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86,232
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Net cash provided by financing activities
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102,700
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86,232
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`
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Net increase (decrease) in cash
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(1,411
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)
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|
910
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Cash at beginning of period
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3,605
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|
589
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Cash at end of period
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$
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2,194
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$
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1,499
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|
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See notes to condensed financial statements.
5
Invisa, Inc.
Notes to Condensed Financial Statements
June 30, 2012
(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, 2011
balance sheet data was derived from audited financial statements, the accompanying financial statements do 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, 2011. 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 six-months ended June 30, 2012 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2012.
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 six-months
ending June 30, 2012, the Company has had a net loss of $(183,117). See Note D – Long-Term Debt to the accompanying condensed
financial statements for substantial restructuring of the Company’s debt, including extension of the Company’s debt
payment dates.
Note
C – Due to Stockholders and Officers
Due
to Stockholders and Officers at December 31, 2011 and June 30, 2012 is as follows:
Note
D - Long-Term Debt
The
Company’s credit facilities with its Senior Lender were revised on December 31, 2011 to an aggregate of $753,319 and in
January 2012 further revised to $778,319. The Notes under this these facilities 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 25,413,333 shares of the Company’s common stock which are held in reserve by the Company. Because the credit facilities
are not in default the shares are not treated as issued and outstanding. The Notes are due on March 31, 2014.
In
addition, on December 31, 2011, the Company established a new Revolving Line of Credit totaling $200,000 with its Senior Lender
to finance operations of the Company. This new line bears interest at 10% per annum and is due on March 31, 2014. The line has
terms and provisions similar to the notes described above. The line is also secured by a security interest in 5,333,333 shares
in the Company’s common stock. As of June 30, 2012, $141,855 of the $200,000 line is available to the Company.
The
total outstanding under the Notes and Line of credit at June 30, 2012, was $836,464 and interest accrued on these debts was $52,393.
Note
E – Stockholders’ Deficit
During
the six-months ended June 30, 2012, shares of Common stock totaling 155,000 were issued pursuant to grants made in 2011 and recorded
in that year. In addition, 100,000 shares of Common stock were authorized and issued to an officer as compensation.
All of these shares were valued at the time of grant at fair market value.
6
As
of June 30, 2012, no stock options were outstanding, granted or exercised.
During
the six-months ended June 30, 2012, an officer contributed services with a fair value of $18,000 to the capital of the Company.
Note
F - Recent Accounting Pronouncements
The
Company does not believe that any recently issued accounting pronouncements will have a material effect on its financial statements.
Note
G – 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
H - 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.
Item
2. Management’s Discussion and Analysis of Financial Condition and Plan of Operations
The
following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our condensed
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
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 2011 and 2012 through revenues derived from the sale of our SmartGate ® brand safety sensors and
short-term and long-term debt financing. We are focusing our efforts on increasing our sales of our products and reducing operating
costs, where possible. In December 2011 the company’s Senior Lender agreed to extend the maturity date of the Senior Secured
Promissory Notes and the related accrued interest until March 31, 2014, and put in place a line of credit which we believe is
sufficient to finance our operations through December 31, 2012.
Quarter
Ended June 30, 2011 Compared to the Quarter Ended June 30, 2012
Net
Sales
– During the quarter ended June 30, 2011 and 2012, product sales totaled $22,418 and $8,139 respectively. We had
a gross profit of $12,258 for the quarter ended June 30, 2011 and gross profit of $6,672 for the quarter ended June 30, 2012.
Gross margin was 55 percent during the 2
nd
quarter of
2011 and 82 percent during the same period in 2012. The decrease in sales is attributable to certain major customer’s not
ordering product. Increase in gross margin is attributable to sales having a higher markup on certain products.
Selling,
General and Administrative Expenses
- During the second quarter of 2011 and 2012 selling, general and administrative expenses
totaled $75,362 and $51,232, respectively. The decrease in these expenses is attributable to a reduction in certain expenses related
to being a public company not incurred in 2012.
Interest
(Expense) and other, Net
- During second quarter of 2011 and 2012 interest (expense) and other totaled $(19,087), and $(25,000),
respectively. The interest expense during both 2011 and 2012 relates primarily to financing costs and interest due our senior
lender under lines of credit.
7
Net
Income (Loss)
- Net loss increased from $(79,786) in 2011 to a net loss of $(69,560) in 2012. This decrease in net loss resulted
principally from decreased selling, general and administrative expenses.
Six
Months Ended June 30, 2011 and 2012
Net
Sales and Cost of Sales
- During the six months ended June 30, 2011 and 2012; net sales totaled $31,342 and $14,453 respectively.
In June of 2010 our sales and revenue began to decline. We believe the decline is associated with general economic and industry
conditions and does not reflect a change in acceptance of our product. We also believe the trend is not long-term. Cost of sales
totaled $16,326 and $4,513, respectively, or 52% and 31% of related sales.
Selling,
General and Administrative Expenses
- During the six months ended June 30, 2011 and 2012, selling, general and administrative
expenses totaled $146,405 and $140,673. The decrease in these expenses is attributable to a reduction in certain expenses related
to being a public company not incurred in 2012.
Interest
Income (Expense) and other, Net
- During the six months ended June 30, 2011 and 2012, net interest (expense) income totaled
$(36,609) and $(52,384). The interest expense during both 2011 and 2012 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 $(165,593) in 2011 to a loss of $(183,117) in
2012. This increase resulted principally from decreased sales and increased interest expense.
Plan
of Development and Operations
We
obtained funding of $86,232, in the form of debt financing through the second quarter of 2012 which together with our cash from
sales supported our operations. We have extended the maturity of our debt to March 31, 2014, and put in place a line of credit
which we believe is sufficient to finance our operations through December 31, 2012 (See Note D- Long-Term Debt to the accompanying
condensed financial statements) and will explore other business opportunities such as licensing and business combinations as they
may arise.
Liquidity
and Capital Resources
At
June 30, 2012, we had a cash and cash equivalents totaling $1,499.
As
of June 30, 2012, the Company has borrowed $836,464 (including $58,145 of our Line of Credit) due and owing its Senior Lender.
The financing arrangements are set forth in a series of Notes having similar terms and maturity dates of March 31, 2014, specifically
(i) $100,000 issued in 2007, (ii) $100,000 in 2008, (iii) three notes aggregating $328,319 in 2010 and (iv) $250,000 in 2011. In
addition, the Company has a line of credit in the amount of $200,000. Each note and the line 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 30,746,666 shares of its common stock as additional security for the notes and the line.
These shares are being held in reserve as additional collateral against such notes and line. Upon full repayment of the notes,
said shares will be no longer held in reserve. The shares held in reserve are not deemed outstanding as the notes are not in default.
While
we are confident that the current funding and sales revenue available to us will be sufficient to finance our operations through
December 31, 2012, 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.
Item
3. Qualitative and Qualitative Disclosure about Market Risk
NA
Item
4. Controls and Procedures
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 Chief Executive Officer, 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.
8
Our
management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation
of our disclosure controls and procedures as of June 30, 2012 and concluded that our disclosure controls and procedures were effective
as of June 30, 2012.
Changes
in Internal Controls over Financial Reporting
During
the quarter ended June 30, 2012, 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. Legal 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, 2011.
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
None
Item
3. Defaults by the Company on its Senior Securities
Item
4.
Mine
Safety Disclosures
None
Item
5. Other Information
None
Item
6. Exhibits
(a)
Exhibits filed herewith, Item Number - 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.
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
9
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, Invisa has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
INVISA, INC.
|
|
|
|
|
|
|
|
|
|
Date: August 24, 2012
|
By:
|
/s/
Edmund C. King
|
|
|
|
Edmund C. King
|
|
|
|
Title: Chief Executive Officer
|
|
|
|
|
|
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Date: August 24, 2012
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By:
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/s/
Edmund C. King
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Edmund C. King
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Title: Chief Financial Officer
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10
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