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



FORM 10-K/A(Amendment No. 1)



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



(Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FROM THE TRANSITION PERIOD FROM _____
TO _______.



For the fiscal year ended June 30, 2016



Commission file number 000-53239







Cavitation
Technologies, Inc.(Exact name of Registrant as Specified in its Charter)



|Nevada                                                         |  | 20-4907818                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



10019 CANOGA AVENUE, CHATSWORTH, CALIFORNIA
   91311(Address, including Zip Code, of Principal Executive Offices)



(818) 718-0905(Registrant's Telephone Number, Including Area Code)



SECURITIES REGISTERED PURSUANT TO SECTION
12(b) OF THE ACT:



NONE



SECURITIES REGISTERED PURSUANT TO SECTION
12(g) OF THE ACT:



|Title of Each Class:           |  | Name of Each Exchange on Which Registered:
|------------------------------ |  | ------------------------------------------
|Common Stock, $0.001 par value |  | Over the Counter (Bulletin Board)         



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



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. YES     ̈      
NO    x



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements
for the past 90 days. YES  ̈    NO    x



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  x    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 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.   
 ̈



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 definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check
one):



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



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).
YES     ̈       NO    x



State the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant by reference to the price at which the common equity was last sold, or of
the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed
fiscal quarter: $3,879,958 as of September 30, 2016 based on the closing price of $0.02 per share on such dates and 193,997,906
non-affiliate shares outstanding.



The registrant had 193,997,906 shares of common stock outstanding
on December 9, 2016.
















EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A hereby amends the Annual
Report on Form 10-K for the fiscal year ended June 30, 2016, which Cavitation Technologies, Inc. (the "Company") previously
filed with the Securities and Exchange Commission ("SEC") on October 13, 2016. We are filing this amendment to include
the information required in Part III, Items 10 through 14, that was previously omitted from the Form 10-K. We are also including
as Exhibits current certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002.



Except as expressly set forth herein, this Form 10-K/A does
not reflect events occurring after the date of the original filing of the Form 10-K or modify or update any of the other disclosures
contained therein in any way. Accordingly, this Form 10-K/A should be read in conjunction with the original filing on Form 10-K
and the Company's other filings with the SEC.



TABLE OF CONTENTS



|                                                                                                         | Page
|-------------------------------------------------------------------------------------------------------- | ----
|                                                                                                         |     
|EXPLANATORY NOTE                                                                                         | i   
|                                                                                                         |     
|PART III                                                                                                
|                                                                                                         |     
|ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.                                         | 1   
|                                                                                                         |     
|ITEM 11. EXECUTIVE COMPENSATION.                                                                         | 3   
|                                                                                                         |     
|ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. | 5   
|                                                                                                         |     
|ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.                      | 11  
|                                                                                                         |     
|ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.                                                         | 11  



i







PART III



ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE



|Person                  |  | Age |  | Position                              
|----------------------- |  | --- |  | --------------------------------------
|                        |  |     |  |                                       
|Igor Gorodnitsky        |  | 56  |  | President, PEO, Secretary and Director
|Naum Voloshin           |  | 53  |  | Principal Accounting Officer          
|Roman Gordon (Resigned) |  | 66  |  | CTO and Director                      
|John Zotos              |  | 60  |  | Director                              
|James Fuller            |  | 75  |  | Director                              



Audit committee standing members consisted of John Zotos and
James Fuller as of June 30, 2016. We anticipate forming compensation, governance, and other committees as necessary.



Igor Gorodnitsky.Mr. Gorodnitsky has been our
President and member of the Board of Directors since September 26, 2008, and he became the Company's Secretary and Principal Executive
Officer in November of 2012. Mr. Gorodnitsky developed expertise in handling and processing hazardous waste material. As a Senior
Haz-Mat Specialist, he coordinated and successfully completed more than 500 emergency response Haz-mat clean-ups over the past
20 years. He coordinated and supervised Haz Mat projects, emergency and routine spill clean-ups, and confined space entry tasks.
He coordinated and scheduled manpower and purchased and scheduled equipment and materials for containment and treatment of spills.
He successfully managed, coordinated and supervised projects including Hazscanning, sampling, lab-packing, manifesting, profiling,
labeling, and other special procedures for a variety of commercial clients and municipalities. He is a chemist by training and
holds numerous certifications and licenses including Hazwoper Training Program, Confined Space Entry and Gas Vapour HazCating,
Certified Uniform Waste Manifest Training, Basic and Intermediate HazCating, On-Scene Incident Commander Emergency, Site Remediation
Methods, Underground Storage Tank Removal, Health & Safety Supervisor Certification, Hazardous Certification, and Tosco Refinery
Safety. Mr. Gorodnitsky was president of Express Environmental Corp. since its inception in 1980 until he sold his interest in
January 2009. Based on his significant industry experience and management skills it was determined that Mr. Gorodnitsky should
serve on the Company’s Board.



James Fuller. Mr. Fuller is an independent director,
and has been Chairman of our Audit Committee and Independent Financial Expert since February, 2010. He was formerly a Vice President
of the New York Stock Exchange and director of the Securities Investor Protection Corporation. In addition to his over 30 years
of experience in the securities markets, Mr. Fuller sat on the Board of Trustees of the University of California, Santa Cruz and
previously served as Chairman of their Audit Committee and Independent Financial Expert. Jim has been a partner at Baytree Capital
Associates, LLC since March 2008. He received his BS in Political Science from San Jose State University and his MBA from California
State University - Fresno. Mr. Fuller also served as a Director of Propell Technologies Group, Inc (OTCQB: Propell), a public company
engaged in oil and gas exploration from October 14, 2011 until February 17, 2015. Based on Mr. Fuller’s extensive experience
in finance as well as his prior public company experience it was determined that Mr. Fuller should serve on the Company’s
Board.



1







Roman Gordon. Mr. Gordon has been our Chief Technology
Officer since 2011, and he served as Chief Executive Officer and Chairman of the Board since September 26, 2008 prior to that and
until 2011. He also became a permanent Director of the Company's Board during fiscal year 2015. With more than 15 years of experience
in energy risk management and business management, he is one of the inventors of our intellectual properties. From 2003 to 2005
Mr. Gordon was president of Bubble Bee Corp., a car wash development company. Mr. Gordon was in charge of engineering, construction
and development of environmentally friendly car wash water recycling systems. From 1997 to 2002, he was Chairman of a publicly
traded electric service provider company (ESP), PowerSource Corp., where he participated in the power marketing of renewable energy
and in evaluation and environmental compliance. PowerSource Energy Service Provider Corporation was an active participant in the
"PowerGreen - 100" and "PowerGreen - 25" programs. Mr. Gordon received his bachelor degree in 1974 from Polytechnical
Institute in Civil Engineering. Based on his knowledge of the Company’s industry and technology, and his business understanding
and prior public company experience it was determined that Mr. Gordon should serve on the Company’s Board. Mr. Gordon resigned
as the Company’s CTO and a Board Member in July of 2016, and is employed as the Company’s Senior Technology Manager.



Naum Voloshin.Mr. Voloshin has over 20 years of experience
in investment banking, business operations and marketing. Prior to joining CTi in November 2012, Mr. Voloshin worked for several
developmental stage companies in US, Europe and Asia. The scope of his duties was to provide management, supervision, business
experience and marketing skills.



John Zotos. Mr. Zotos was appointed
as a director in June of 2014. He currently serves as a director of Propell Technologies Group, Inc (OTCQB: Propell), and its wholly
owned subsidiary Novas Energy (USA), Inc., companies engaged in oil and gas exploration. Since July 2007, he has served as a principal
and a managing partner of JC Holdings, LLC, a company engaged in the business of buying, selling and managing heavy equipment and
commercial real estate. Based on his significant business and public company experience, which gives him a broad and extensive
understanding of our operations and our industry, and his broad understanding of the operational, financial and strategic issues
facing public companies, it was determined that Mr. Zotos should serve on the Company’s Board.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our executive officers, directors, persons who own more than 10% of our common stock, and immediate family members living
in the same household to file an Initial Statement of Beneficial Ownership on Form 3 and changes in ownership on Form 4 with the
Securities and Exchange Commission (the "SEC"). Such "insiders" are required by SEC rules to furnish us with
copies of all Section 16(a) forms they file.



Based on a review of Forms 3, 4, and 5 and amendments thereto
furnished to us during fiscal 2016 ended June 30, 2016, there were no delinquent forms filed during the year except one late filing
of a Form 4 for a disposition of shares by Roman Gordon..



Director Independence



Although our common stock is not listed on a national securities
exchange, for purposes of independence we use the definition of independence applied by the NASDAQ stock market. The Board has
determined that Messrs. Zotos and Fuller are ”independent” in accordance with such definition. Neither Mr. Gorodnitsky
nor Mr. Gordon is independent due to their current positions with the Company.



Code of Ethics



We have adopted a Code of Business Conduct and Ethics that applies
to all officers, directors and employees. A copy may also be obtained free of charge by mailing a request in writing to: Cavitation
Technologies, Inc., 10019 Canoga Ave., Chatsworth, CA 91311 USA. If we make any substantive amendments to the Code of Business
Conduct and Ethics or grant any waiver from a provision of the Code to any executive officer or director, we will promptly disclose
the nature of the amendment or waiver in a current report on Form 8-K.



2







ITEM 11.  EXECUTIVE COMPENSATION



Executive Compensation



The following table summarizes the compensation earned by each
named executive officer of the Company for the past two years determined on the basis of rules adopted by the SEC relating to smaller
reporting companies.



|                                       |  |      |  |        |         |     |       |   |   |                |  |  |        |  |  |                |   |  | Changes in    |   |   |              |  |   |        | 
|-------------------------------------- |  | ---- |  | ------ | ------- | --- | ----- | - | - | -------------- |  |  | ------ |  |  | -------------- | - |  | ------------- | - | - | ------------ |  | - | ------ | 
|                                       |  |      |  |        |         |     |       |   |   |                |  |  |        |  |  |                |   |  | Pension       |   |   |              |  |   |        | 
|                                       |  |      |  |        |         |     |       |   |   |                |  |  |        |  |  |                |   |  | Value and     |   |   |              |  |   |        | 
|                                       |  |      |  |        |         |     |       |   |   |                |  |  |        |  |  | Non-Equity     |   |  | Non-Qualified |   |   | All          |  |   |        | 
|                                       |  |      |  |        |         |     |       |   |   | Stock          |  |  | Option |  |  | Incentive Plan |   |  | Deferred      |   |   | Other        |  |   |        | 
|                                       |  | Year |  | Salary |         |     | Bonus |   |   | Awards
    (1) |  |  | Awards |  |  | Compensation   |   |  | Compensation  |   |   | Compensation |  |   | Totals | 
|Igor Gorodnitsky *                     |  | 2016 |  | $      | 169,000 | (1) |       | $ | - |                |  |  | -      |  |  | $              | - |  |               | $ | - |              |  | $ | -      | 
|President, Principal Executive Officer |  | 2015 |  | $      | 165,950 | (1) |       | $ | - |                |  |  | -      |  |  | $              | - |  |               | $ | - |              |  | $ | -      | 
|                                       |  |      |  |        |         |     |       |   |   |                |  |  |        |  |  |                |   |  |               |   |   |              |  |   |        | 
|Naum Voloshin                          |  | 2016 |  | $      | 97,000  | (2) |       | $ | - |                |  |  | -      |  |  | $              | - |  |               | $ | - |              |  | $ | -      | 
|Principal Accounting Officer           |  | 2015 |  | $      | 65,750  | (2) |       | $ | - |                |  |  | -      |  |  | $              | - |  |               | $ | - |              |  | $ | -      | 
|                                       |  |      |  |        |         |     |       |   |   |                |  |  |        |  |  |                |   |  |               |   |   |              |  |   |        | 
|Roman Gordon * **                      |  | 2016 |  | $      | 169,000 | (3) |       | $ | - |                |  |  | -      |  |  | $              | - |  |               | $ | - |              |  | $ | -      | 
|Chief Technology Officer               |  | 2015 |  | $      | 165,950 | (3) |       | $ | - |                |  |  | -      |  |  | $              |   |  |               | $ | - |              |  | $ | -      | 
|(Resigned)                             |  |      |  |        |         |     |       |   |   |                |  |  |        |  |  |                |   |  |               |   |   |              |  |   |        | 



|(1) | For the year ended June 30, 2016, Mr. Gorodnitsky earned a base salary of $169,000, all of which was paid in full. At June 30, 2016, Mr. Gorodnitsky was owed an aggregate of $247,198 in unpaid compensation for services he rendered during the years ended June 30, 2012 and 2011. For the year ended June 30, 2015, Mr. Gorodnitsky earned a base salary of $165,950 which was paid in full.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | For the year ended June 30, 2016, Mr. Voloshin earned a base salary of $91,000 all of which was paid in full. Mr. Voloshin earned a base salary of $60,750 for the year ended June 30, 2015, all of which was paid in full.                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | For the year ended June 30, 2016, Mr. Gordon earned a base salary of $169,000, all of which was paid in full. At June 30, 2016, Mr. Gordon was owed an aggregate of $203,198 in unpaid compensation for services rendered during the years ended June 30, 2012 and 2011.  For the year ended June 30, 2015, Mr. Gordon earned a base salary of $165,950 which was paid in full.                 



*Messrs Gorodnitsky and Gordon also served as members of the
Board of Directors during fiscal 2016 but did not receive any compensation for those services.



** Mr. Gordon resigned in July of 2016 as the CTO and as a Board
Member and remained as the Company’s Senior Technology Manager



3







Outstanding Equity Awards at Fiscal Year-End



The following table shows outstanding equity-based awards that
were held by executive officers as of June 30, 2016.



|                             |  | Option
    Awards |           |  |                     |  | Stock
    Awards |                
|---------------------------- |  | ----------------- | --------- |  | ------------------- |  | ---------------- | ---------------
|                             |  |                   |           |  |                     |  |                  | Equity         
|                             |  |                   |           |  |                     |  |                  | Incentive      
|                             |  | Number            |           |  | Number              |  |                  | Plan Awards    
|                             |  | of securities     |           |  | of securities       |  |                  | # of Securities
|                             |  | Underlying        |           |  | Underlying          |  |                  | underlying     
|                             |  | Unexercised       |           |  | Unexercised         |  |                  | Unexercised    
|                             |  | Options/warrants  |           |  | Options/warrants    |  |                  | Unearned       
|Name                         |  | #
    Exercisable |           |  | #
    Unexercisable |  |                  | Options        
|                             |  |                   |           |  |                     |  |                  |                
|Igor Gorodnitsky             |  |                   | 4,250,000 |  |                     |  | -                |                
|President and                |  |                   | 5,000,000 |  |                     |  | -                |                
|Principal Executive Officer  |  |                   |           |  |                     |  |                  |                
|                             |  |                   |           |  |                     |  |                  |                
|Roman Gordon                 |  |                   | 4,250,000 |  |                     |  | -                |                
|Chief Technology Officer     |  |                   | 5,000,000 |  |                     |  | -                |                
|                             |  |                   |           |  |                     |  |                  |                
|Naum Voloshin                |  |                   | -         |  |                     |  | -                |                
|Principal Accounting Officer |  |                   | 3,000,000 |  |                     |  | -                |                



We do not offer retirement benefit plans to our executive officers.



4







Compensation of Directors



The following table sets forth certain information with respect
to the compensation paid to our directors for fiscal 2016 determined on the basis of rules adopted by the SEC relating to smaller
reporting companies.



|                     |  | Fees    |   |  |        |   |   |        |  |   | Non-equity   |  |  |               |   |  |              |   |   |       | 
|-------------------- |  | ------- | - |  | ------ | - | - | ------ |  | - | ------------ |  |  | ------------- | - |  | ------------ | - | - | ----- | 
|                     |  | Earned  |   |  |        |   |   |        |  |   | inventive    |  |  | Non-qualified |   |  |              |   |   |       | 
|                     |  | or paid |   |  | Stock  |   |   | Option |  |   | plan         |  |  | deferred      |   |  | All other    |   |   |       | 
|                     |  | in cash |   |  | Awards |   |   | Awards |  |   | compensation |  |  | compensation  |   |  | compensation |   |   | Total | 
|Name                 |  | ($)     |   |  | ($)    |   |   | ($)    |  |   | ($)          |  |  | Earnings      |   |  | ($)          |   |   | ($)   | 
|                     |  |         |   |  |        |   |   |        |  |   |              |  |  |               |   |  |              |   |   |       | 
|James Fuller (1)     |  | $       | - |  |        | $ | - |        |  | $ | -            |  |  | $             | - |  |              | $ | - |       | 
|John Zotos (1)       |  | $       | - |  |        | $ | - |        |  | $ | -            |  |  | $             | - |  |              | $ | - |       | 
|Igor Gorodnitsky (1) |  | $       | - |  |        | $ | - |        |  | $ | -            |  |  | $             | - |  |              | $ | - |       | 
|Roman Gordon (1)     |  | $       | - |  |        | $ | - |        |  | $ | -            |  |  | $             | - |  |              | $ | - |       | 



| | 1) | Mssrs. Fuller, Zotos, Gorodnitsky and Gordon did not receive any compensation for their services in fiscal 2016. Also, Mr.
Gordon resigned as a Director on July 15, 2016.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The following table sets forth certain information concerning
the number of shares of our common stock known by us to be owned beneficially as of December 9, 2016 and the date hereof by: (i)
each person (including any group) that owns more than 5% of any class of the voting securities of our company; (ii) each director
and officer of our company; and (iii) directors and officers as a group. Unless otherwise indicated, the stockholders listed possess
sole voting and investment power with respect to the shares shown. The address for all directors and officers, unless otherwise
indicated, is 10019 Canoga Avenue, Chatsworth, CA 91311.



5







|                                                  |     |  |              |  | Amount and |            |  |            | 
|------------------------------------------------- | --- |  | ------------ |  | ---------- | ---------- |  | ---------- | 
|                                                  |     |  |              |  | Nature of  |            |  |            | 
|                                                  |     |  | Title of     |  | Beneficial |            |  | Percent of | 
|Name of Beneficial Owner                          |     |  | Class        |  | Ownership  |            |  | Class (1)  | 
|Igor Gorodnitsky                                  | (2) |  | Common Stock |  |            | 26,573,475 |  |            | 
|President , Principal Executive Officer, Director |     |  |              |  |            |            |  |            | 
|                                                  |     |  |              |  |            |            |  |            | 
|James Fuller                                      | (2) |  | Common Stock |  |            | 837,500    |  |            | 
|Chairman of Audit Committee, Director             |     |  |              |  |            |            |  |            | 
|                                                  |     |  |              |  |            |            |  |            | 
|Roman Gordon                                      | (2) |  | Common Stock |  |            | 24,938,475 |  |            | 
|Director, Chief Technology Officer                |     |  |              |  |            |            |  |            | 
|                                                  |     |  |              |  |            |            |  |            | 
|Naum Voloshin                                     | (2) |  | Common Stock |  |            | 3,000,000  |  |            | 
|Principal Accounting Officer                      |     |  |              |  |            |            |  |            | 
|                                                  |     |  |              |  |            |            |  |            | 
|John Zotos                                        | (2) |  | Common Stock |  |            | 1,000,000  |  |            | 
|Director                                          |     |  |              |  |            |            |  |            | 
|                                                  |     |  |              |  |            |            |  |            | 
|West Point Partners LLC                           | (4) |  | Common Stock |  |            | 15,220,000 |  |            | 
|                                                  |     |  |              |  |            |            |  |            | 
|Directors and Officers                            |     |  | Common Stock |  |            | 56,349,450 |  |            | 
|(as a group, five individuals)                    |     |  |              |  |            |            |  |            | 



|(1) | Based on 193,997,906 issued and outstanding shares of common stock as of December 9, 2016.                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The mailing address for all Directors and Officers is 10019 Canoga Ave., Chatsworth, CA 91311.                                                                                          
|(3) | In addition, Messrs. Gorodnitsky and Gordon each have the right to acquire 4,250,000 shares of common stock through stock options and 5,000,000 shares of common stock through warrants.
|(4) | West Point Partners LLC is controlled by Mrs. Galina Voloshin and it’s mailing address is 1745 Camino Palmero, Los Angeles, CA 90046.                                                   
|(5) | Mr Zotos was granted a total of 1,000,000 warrants to acquire company's stock, all of which are vested as of December 9, 2016.                                                          



6







Stock Options



The Company has not adopted a formal stock
option plan. However, it has assumed outstanding stock options resulting from the acquisition of its wholly-owned subsidiary, Hydrodynamic
Technology, Inc. In addition, the Company has made periodic non- plan grants. A summary of the stock option activity from June
30, 2016 and 2015 is as follows:



|                             |  |         |            |   |           |   |      | Weighted-   | 
|---------------------------- |  | ------- | ---------- | - | --------- | - | ---- | ----------- | 
|                             |  |         |            |   |           |   |      | Average     | 
|                             |  |         |            |   | Weighted- |   |      | Remaining   | 
|                             |  |         |            |   | Average   |   |      | Contractual | 
|                             |  |         |            |   | Exercise  |   |      | Life        | 
|                             |  | Options |            |   | Price     |   |      | (Years)     | 
|                             |  |         |            |   |           |   |      |             | 
|Outstanding June 30, 2014    |  |         | 13,611,815 |   |           | $ | 0.44 |             | 
|                             |  |         |            |   |           |   |      |             | 
|- Granted                    |  |         | -          |   |           |   | -    |             | 
|- Forfeited/Replaced         |  |         | (800,858   | ) |           |   | -    |             | 
|- Exercised                  |  |         | -          |   |           |   | -    |             | 
|- Expired                    |  |         | -          |   |           |   | -    |             | 
|Outstanding at June 30, 2015 |  |         | 12,810,957 |   |           | $ | 0.44 |             | 
|- Granted                    |  |         | -          |   |           |   | -    |             | 
|- Forfeited/Replaced         |  |         | -          |   |           |   | -    |             | 
|- Exercised                  |  |         | -          |   |           |   | -    |             | 
|- Expired                    |  |         | (214,965   | ) |           |   | -    |             | 
|Outstanding at June 30, 2016 |  |         | 12,595,992 |   |           | $ | 0.44 |             | 



In June 2015, the Company cancelled fully
vested stock options to purchase 800,858 shares of common stock that were granted to a consultant in prior periods. In exchange
for the cancellation, the Company issued to the consultant 800,858 shares of common stock.



As of June 30, 2016 and 2015, all outstanding
options were fully vested and exercisable. The intrinsic value of the outstanding options as of June 30, 2016 was $0. The following
table summarizes additional information concerning options outstanding and exercisable at June 30, 2016.



7







|         |      |  | Options Outstanding |  |            |              |  |  |          |  |  | Options Exercisable |      |  |              | 
|-------- | ---- |  | ------------------- |  | ---------- | ------------ |  |  | -------- |  |  | ------------------- | ---- |  | ------------ | 
|         |      |  |                     |  |            | Weighted     |  |  | Weighted |  |  |                     |      |  | Weighted     | 
|         |      |  |                     |  |            | Average      |  |  | Average  |  |  |                     |      |  | Average      | 
|Exercise |      |  | Number              |  |            | Remaining    |  |  | Exercise |  |  | Number              |      |  | Remaining    | 
|Price    |      |  | of Shares           |  |            | Life (Years) |  |  | Price    |  |  | of Shares           |      |  | Life (Years) | 
|         |      |  |                     |  |            |              |  |  |          |  |  |                     |      |  |              | 
|$        | 0.03 |  |                     |  | 11,800,858 |              |  |  | 6.96     |  |  | $                   | 0.03 |  |              | 
|$        | 0.33 |  |                     |  | 637,297    |              |  |  | 2.31     |  |  | $                   | 0.33 |  |              | 
|$        | 0.67 |  |                     |  | 1,173,660  |              |  |  | 2.68     |  |  | $                   | 0.67 |  |              | 
|         |      |  |                     |  | 13,611,815 |              |  |  |          |  |  |                     |      |  |              | 



8







Warrants



A summary of the Company’s warrant activity and related
information from as of June 30, 2016 and 2015 is as follows.



|                             |  |          |            |   |           |   |      | Weighted-   | 
|---------------------------- |  | -------- | ---------- | - | --------- | - | ---- | ----------- | 
|                             |  |          |            |   |           |   |      | Average     | 
|                             |  |          |            |   | Weighted- |   |      | Remaining   | 
|                             |  |          |            |   | Average   |   |      | Contractual | 
|                             |  |          |            |   | Exercise  |   |      | Life        | 
|                             |  | Warrants |            |   | Price     |   |      | (Years)     | 
|                             |  |          |            |   |           |   |      |             | 
|Outstanding at June 30, 2014 |  |          | 63,066,514 |   |           | $ | 0.06 |             | 
|                             |  |          |            |   |           |   |      |             | 
|Granted                      |  |          | 5,193,329  |   |           | $ | 0.12 |             | 
|Exercised                    |  |          | -          |   |           |   |      |             | 
|Expired                      |  |          | -          |   |           |   |      |             | 
|Outstanding at June 30, 2015 |  |          | 68,259,843 |   |           | $ | 0.07 |             | 
|                             |  |          |            |   |           |   |      |             | 
|Granted                      |  |          | -          |   |           |   | -    |             | 
|Exercised                    |  |          | -          |   |           |   | -    |             | 
|Expired                      |  |          | (3,933,333 | ) |           |   |      |             | 
|Outstanding at June 30, 2016 |  |          | 64,326,510 |   |           | $ | 0.07 |             | 



In July 2014, the Company issued warrants
to purchase 5,193,329 shares of common stock to the purchasers of our common stock offering. The warrants are exercisable at $0.12
per share, vesting immediately and expiring in 5 years from the grant date.



During the year ended June 30, 2015, the
Company recognized compensation expense of $245,375 to account for the fair value of vested warrants granted to a consultant and
a member of our Board of Directors.



As of June 30, 2016 and 2015, all outstanding
warrants were fully vested and exercisable. The intrinsic value of the outstanding warrants as of June 30, 2016 and 2015 was $0
and $651,999, respectively. The following table summarizes additional information concerning warrants outstanding and exercisable
at June 30, 2016.





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|         |             |  | Warrants Outstanding |  |            | Warrants Exercisable | 
|-------- | ----------- |  | -------------------- |  | ---------- | -------------------- | 
|         |             |  |                      |  |            | Weighted             | 
|         |             |  |                      |  |            | Average              | 
|Exercise |             |  | Number               |  |            | Remaining            | 
|Price    |             |  | of Shares            |  |            | Life (Years)         | 
|         |             |  |                      |  |            |                      | 
|$        | 0.04 - 0.07 |  |                      |  | 47,933,184 |                      | 
|$        | 0.12        |  |                      |  | 15,133,330 |                      | 
|         |             |  |                      |  | 63,066,514 |                      | 



The table below represents the assumptions
used in valuing the stock options and warrants granted in fiscal 2016 and 2015:



|                        |  | Year Ended June 30, |  
|----------------------- |  | ------------------- | -
|                        |  | 2016                |  
|                        |  |                     |  
|Expected life in years  |  |                     | -
|Stock price volatility  |  |                     | -
|Risk free interest rate |  |                     | -
|Expected dividends      |  |                     | -
|Forfeiture rate         |  |                     | -



The assumptions used in the Black Scholes
models referred to above are based upon the following data: (1) the contractual life of the underlying non-employee options
is the expected life. The expected life of the employee option is estimated by considering the contractual term of the option,
the vesting period of the option, the employees’ expected exercise behavior and the post-vesting employee turnover rate.
(2) The expected stock price volatility was based upon the Company’s historical stock price over the expected term of
the option. (3) The risk free interest rate is based on published U.S. Treasury Department interest rates for the expected terms
of the underlying options. (4) The expected dividend yield was based on the fact that the Company has not paid dividends to common
shareholders in the past and does not expect to pay dividends to common shareholders in the future. (5) The expected forfeiture
rate is based on historical forfeiture activity and assumptions regarding future forfeitures based on the composition of current
grantees.



10







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



Certain Related Party Transactions



Other than compensation agreements and other arrangements with
our executive officers and directors, since the beginning of our last fiscal year , there has not been, and there is not currently
proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded
or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed
fiscal years and in which any of our directors, executive officers, holders of more than five percent of any class of our voting
securities or any member of the immediate family of the foregoing persons had or will have a direct or indirect material interest.



Director Independence



As our common stock is currently traded on the OTC Bulletin
Board, we are not subject to the rules of any national securities exchange which require that a majority of a listed company's
directors and specified committees of the board of directors meet independence standards prescribed by such rules. For the purpose
of preparing the disclosures in this Report on Form 10-K regarding director independence, we have used the definition of "independent
director" set forth in the Marketplace Rules of The NASDAQ, which defines an "independent director" generally as
a person other than an executive officer or employee of the Company or any other individual having a relationship which, in the
opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director. Consistent with these standards, we believe that James Fuller and John Zotos are Independent Financial Experts and
independent directors.



ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES



Audit



Our principal auditing firm during fiscal 2016 and 2015 was
Weinberg & Co, in Los Angeles. Weinberg & Co performed reviews of quarterly financial statements included on Forms 10-Q
for the first three quarters of 2016 and is the principal auditing firm for the audit of our annual financial statements included
with Form 10-K for fiscal 2016 and received approximately $91,000 for these services.



Tax Fees



The aggregate fees billed in fiscal 2016 and 2015 for professional
services rendered by the principal accountant for tax preparation amounted to $8,440 and $12,500 respectively.



Audit Committee



The charter of the Audit Committee provides that the Audit Committee
pre-approves all audit services and permitted non-audit services to be performed for CTi by its independent public accounting firm,
subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act.



11







SIGNATURES



PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT
OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE
DATES INDICATED



|CAVITATION TECHNOLOGIES, INC. | 
|----------------------------- | 
|                              | 
|/s/ Igor Gorodnitsky          | 
|Igor Gorodnitsky              | 
|President                     | 
|(Principal Executive Officer) | 
|December 9, 2016              | 
|                              | 
|CAVITATION TECHNOLOGIES, INC. | 
|                              | 
|/s/ Naum Voloshin             | 
|Naum Voloshin                 | 
|Chief Financial Officer       | 
|(Principal Financial Officer) | 
|December 9, 2016              | 



12