SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 9, 2004
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ENVIRO VORAXIAL TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
IDAHO 0-27445 82-0266517
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
821 NW 57th Place, Fort Lauderdale, Florida 33309
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (954) 958-9968
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(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Exhibits:
99.1 Press Release dated August 10, 2004
Item 9. Regulation FD Disclosure.
On August 9, 2004, the Company completed a private placement of its
securities under which it sold an aggregate of 1,935,000 units, each unit
consisting of one share of common stock valued at $0.75 per share and one common
stock purchase warrant exercisable for a period of 5 years to purchase one share
of common stock at $1.00. The units were issued to 42 investors. The Company
received gross proceeds of $1,451,250 from the private placement. Under the
terms of the private placement the Company paid a placement agent a commission
of 10% of the gross proceeds and a non-accountable expense allowance of 3% of
the gross proceeds from the private placement. In addition, the placement agent
was issued placement agent warrants to purchase six shares of common stock
(three shares at $0.75 and three shares at $1.00) for each 20 units sold in the
private placement.
The private placement was conducted pursuant to the exemption from
registration provided by the Securities Act under Rule 506 of Regulation D. All
of the investors were deemed accredited as defined under the Securities Act.
Each investor received current information concerning the Company and had an
opportunity to ask questions concerning the Company. The securities issued to
the investors contain legends restricting their transferability absent
registration or applicable exemption.
A copy of the press release issued in connection with the closing of
the private placement is filed as an exhibit herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Enviro Voraxial Technology, Inc.
By: /s/ Alberto DiBella
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Alberto DiBella, Chief Executive Officer
Dated: August 10, 2004