The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 461993909
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13D
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Page 2 of 4 Pages
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1.
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NAMES OF REPORTING PERSONS
Howard R. Curd
Centurian Investors, Inc. 90-0630978
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions)
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(a)
(b)
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¨
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (See instructions)
OO
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7. SOLE VOTING POWER
6,943,699
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
6,943,699
10. SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,943,699
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)
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☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.85% (a total of 84.75%of votes with Preferred Stock held by Reporting Persons)
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14.
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TYPE OF REPORTING PERSON
IN
CO
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CUSIP
No. 461993909
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13D
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Page
3 of 4 Pages
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Item 1. Security and Issuer.
The class
of equity securities to which this statement (the “Statement”) relates is the common stock, par value $.001 per share
(the “Common Stock”) of Invisa, Inc., a Nevada corporation (the “Issuer”). The Issuer’s principal
executive offices are located at
2
nd
Street, Suite 965, Sarasota, Florida 34336.
Item 2. Identity and Background.
(a) The persons filing this Statement are Howard R. Curd,
a natural person, and Centurian Investors, Inc., a Delaware corporation (“Centurian” and, together with Mr. Curd, the
“Reporting Persons”).
(b) The business address of Mr. Curd is 1800 2
nd
Street, Sarasota, Florida 34236, and the business address of Centurian is 1800 2
nd
Street, Sarasota, Florida 34236.
(c) Mr. Curd’s present principal occupation is Chief
Executive Officer of Uniroyal Engineered Products, LLC, a privately held manufacturing company with executive offices located at
1800 2
nd
Street, Suite 970, Sarasota, Florida 34236. Mr. Curd is the sole officer, director and shareholder of Centurian.
The principal business of Centurian has been extending loans to Invisa since 2007 in order to enable the Issuer to continue its
operations. Centurian is controlled by Mr. Curd.
(d)-(e) During the past five years neither Reporting Person
has been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Mr. Curd is a citizen of the United States of America.
Centurian is a Delaware corporation.
Item 3. Source or Amount of Funds or Other Consideration.
The
event that required the filing of this report did not involve the expenditure of cash by either of the Reporting Parties.
Item 4. Purpose of Transaction.
The
voting terms of the Invisa Preferred Stock owned by the Reporting Parties were changed to provide for votes by the Board of Directors
of Invisa on March 7, 2014. As a result of the changes, the securities held by the Reporting Persons now account for 84.75% of
the votes of shareholders of the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) For purposes of Rule 13d-3 promulgated under the Exchange
Act, Mr. Curd beneficially owns and controls the 6,818,182 shares of the Issuer’s Common Stock held by Centurian, representing
47.97% of the outstanding shares of the Issuer’s issued and outstanding Common Stock. Centurian also has contingent ownership
of an additional 3,848,485 shares of the Common Stock of the Issuer, which shares have been pledged by the Issuer to secure the
remaining $ 1,224,060.00
principal amount of senior debt of the Issuer
held by Centurian. Mr. Curd owns and controls the shares held by Centurian, because he is the sole shareholder of Centurian. Members
of Mr. Curd’s family also hold 6,075 shares of the Class C Preferred Stock of the Issuer, as to which shares Mr. Curd expressly
disclaims beneficial ownership. The shares of the Preferred Stock of the Issuer are convertible into the Issuer’s Common
Stock at the rate of $0.60 per share.
CUSIP
No. 461993909
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13D
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Page
4 of 4 Pages
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(b) Since Mr. Curd is the sole officer, director and shareholder
of Centurian, Mr. Curd has the sole voting and dispositive power over the 6,818,182 shares of the Issuer’s Common Stock that
are directly and beneficially owned by Centurian. Mr. Curd also owns directly 125,517 shares of the Issuer’s Common Stock,
9,715 shares of the Issuer’s Series A Preferred Stock, 2,702 shares of the Issuer’s Series B Preferred Stock and
6,549 shares of the Company’s Series C Preferred Stock. Mr. Curd also owns 3,381 shares of the Issuer’s Series C Preferred
Stock through two additional corporations that he controls.
(c) The Reporting Persons have not been involved in any transactions
involving the securities of the Issuer in the past 60 days.
(d) Except as indicated above, no other persons are known
that have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
Except as indicated herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting Persons or between any Reporting Person and any other
person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
Joint Filing Agreement.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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CENTURIAN INVESTORS, INC.
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By:
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/s/ Howard R. Curd
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Chief Executive Officer
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/s/ Howard R. Curd
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Howard R. Curd, Individually
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March 11, 2014
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Insert Date
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of them of a statement on
Schedule 13D (including amendments thereto) with respect to the common stock of INVISA, INC., and that this Agreement be included
as an Exhibit to such joint filing.
Each of the undersigned acknowledges that each
shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D and for the completeness and
accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other persons making such filings, except to the extent that he, she or it knows or
has reason to believe that such information is inaccurate.
Dated: March 7, 2014
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CENTURIAN INVESTORS, INC.
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By:
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/s/ Howard R. Curd
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President
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/s/ Howard R. Curd
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Howard R. Curd, Individually
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