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

FORM 10-K/A (Amendment No. 2)

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

(Mark One)[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2013

Commission file number 0-29901



Cavitation Technologies, Inc.



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

10019 CANOGA AVENUE,                               CHATSWORTH, CALIFORNIA      91311

(818) 718-0905

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    x 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

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 completely second fiscal quarter: $4,515,764 as of December 31, 2012 based on the
closing price of $0.04 per share and 112,894,097 non-affiliate shares outstanding.

The registrant had 158,439,702 shares of common stock outstanding on October 15, 2013.




EXPLANATORY NOTE

This Amendment No. 2 to the annual report on Form 10-K of Cavitation Technologies, Inc. ("we", "our",
"us") for the year ended June 30, 2013 and filed with the Securities and Exchange Commission (the "SEC") on
October 15, 2013 (the "Form 10-K") and the Form 10-K/A filed on December 28, 2013, is being filed for the sole purpose of correcting typograpical errors in
the Exhibit Index in Item 15 and Exhibits 31.1, 31.2, 32.1 and 32.2.

No other changes have been made to the Form 10-K. This Amendment No. 2 to the Form 10-K speaks as of the filing date of the Form 10-K
does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures
made in the Form 10-K.









---



PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this annual report on Form 10-K:

1. Financial Statements
2. Financial Statement Schedules
3. Exhibits

The exhibits required by Item 601 of Regulation S-K are included in Item 15(b) below.

(b) - Exhibits.

|          |                                                                                                                                |          | Incorporated by Reference
|--------- | ------------------------------------------------------------------------------------------------------------------------------ | -------- | -------------------------
|Exhibit   |                                                                                                                                | Filed    |                          
|Number    | Exhibit Description                                                                                                            | Herewith | Form                     
|          |                                                                                                                                |          |                          
|3(i)(a)   | Articles of Incorporation - original name of Bioenergy, Inc.                                                                   |          | SB-2                     
|3(i)(b)   | Articles of Incorporation - Amended and Restated                                                                               |          | 10-Q                     
|3(i)( c ) | Articles of Incorporation - Amended and Restated                                                                               |          | 10-Q                     
|3(i)(d)   | Articles of Incorporation - Amended; increase in authorized shares                                                             |          | 8-K                      
|3(i)(e)   | Articles of Incorporation - Certificate of Amendment; forward split                                                            |          | 10Q                      
|          |                                                                                                                                |          |                          
|10.1      | Patent Assignment Agreement between the Company and Roman Gordon dated July 1, 2008.                                           |          | 8-K                      
|10.2      | Patent Assignment Agreement between the Company and Igor Gorodnitsky dated July 1, 2008.                                       |          | 8-K                      
|10.3      | Assignment of Patent Assignment Agreement between the Company and Roman Gordon                                                 |          | 8-K                      
|10.4      | Assignment of Patent Assignment Agreement between the Company and Igor Gorodnitsky                                             |          | 8-K                      
|10.5      | Employment Agreement between the Company and Roman Gordon date March 17, 2008                                                  |          | 10K/A                    
|10.6      | Employment Agreement between the Company and Igor Gorodnitsky dated March 17, 2008                                             |          | 10K/A                    
|10.7      | Employment Agreement with R.L. Hartshorn datedSept. 22, 2009                                                                   |          | 10-Q                     
|10.8      | Employment and Confidentiality and Invention Assignment Agreement between the Company and Varvara Grichko dated April 30, 2008 |          | 10-Q                     
|10.9      | Board of Director Agreement - James Fuller                                                                                     |          | 10-Q                     
|10.10     | Technology and License Agreement with Desmet Ballestra dated 14 May 2012                                                       |          | 10-K                     
|10.11     | Short Term Loan Agreement - CEO                                                                                                |          | 10-K                     
|10.13     | Convertible Note Payable - Prolific Group LLC - $25,000                                                                        |          | 10-Q                     
|10.14     | Convertible Note Payable - Tripod Group LLC - $30,000                                                                          |          | 10-Q                     
|14.1      | "Code of Business Conduct and Ethics"                                                                                          |          | 10-K                     
|31.1      | Certificate of Principal Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002                               | X        |                          
|31.2      | Certificate of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002                               | X        |                          
|32.1      | Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted                                     | X        |                          
|          | pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                     |          |                          
|32.2      | Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted                                     | X        |                          
|          | pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                     |          |                          
|99.1      | Loan Agreement - Desmet Ballestra - Oct. 26, 2010                                                                              |          | 10-Q                     
|          |                                                                                                                                |          |                          
|101.INS   | XBRL Instance Document                                                                                                         |          | 10-K/A                   
|101.SCH   | XBRL Taxonomy Extension Schema                                                                                                 |          | 10-K/A                   
|101.CAL   | XBRL Taxonomy Extension Calculation Linkbase                                                                                   |          | 10-K/A                   
|101.DEF   | XBRL Taxonomy Extension Definition Linkbase                                                                                    |          | 10-K/A                   
|101.LAB   | XBRL Taxonomy Extension Label Linkbase                                                                                         |          | 10-K/A                   
|101.PRE   | XBRL Taxonomy Extension Presentation Linkbase                                                                                  |          | 10-K/A                   
|          |                                                                                                                                |          |                          
|*         | In accordance with Regulation S-K 406 of the Securities Act of 1934, we undertake to provide to any person                    
|          | without charge, upon request, a copy of our "Code of Business Conduct and Ethics". A copy may be requested                    
|          | by sending an email to info@cavitationtechnologies.com.                                                                       

1

---



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

|SIGNATURE            |  | TITLE                                                  |  | DATE             
|-------------------- |  | ------------------------------------------------------ |  | -----------------
|                     |  |                                                        |  |                  
|/s/ Igor Gorodnitsky |  | President; Member of Board of Directors                |  | February 26, 2014
|Igor Gorodnitsky     |  | (Principal Executive Officer)                          |  |                  
|                     |  |                                                        |  |                  
|/s/ N. Voloshin      |  | Chief Financial Officer                                |  | February 26, 2014
|N. Voloshin          |  | (Principal Financial Officer)                          |  |                  
|                     |  |                                                        |  |                  
|/s/ James Fuller     |  | Audit Committee Chairman, Independent Financial Expert |  | February 26, 2014
|James Fuller         |  |                                                        |  |                  









9

---