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

For the fiscal year ended June 30, 2014

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 completed second fiscal quarter: $17,795,034 as of December 31, 2013 based on the
closing price of $0.11 per share and 161,773,035 non-affiliate shares outstanding.

The registrant had 183,099,704 shares of common stock outstanding on October 10, 2014.




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, 2014,
which Cavitation Technologies, Inc. (the "Company") previously filed with the Securities and Exchange Commission ("SEC") on October 14, 2014.
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.

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.                                                                         | 2   
|ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. | 4   
|ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.                      | 5   
|ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES.                                                        | 6   







i

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PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

|Person           |  | Age |  | Position                              
|---------------- |  | --- |  | --------------------------------------
|                 |  |     |  |                                       
|Igor Gorodnitsky |  | 54  |  | President, PEO, Secretary and Director
|Naum Voloshin    |  | 51  |  | Principal Accounting Officer          
|Roman Gordon     |  | 64  |  | CTO and Director                      
|John Zotos       |  | 58  |  | Director                              
|James Fuller     |  | 73  |  | Director                              

Audit committee standing members consisted of Igor Gorodnitdsky and James Fuller as of June 30, 2014. 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
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.

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 is a partner at Baytree Capital Associates, LLC. He received his BS in Political Science from San Jose State University and his MBA from California State University -
Fresno.

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. He also became a permanent Director of the Company's Board during current fiscal year again. 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.

Naum Voloshin. Mr. Voloshin is 51 years old. Mr. He has over 20 years of experience in investment banking, business operations and marketing. Prior to joining CTi, Mr.
Voloshin has worked for several development stage companies in US, Europe and Asia. The scope of his duties was to provide management, supervision, business experience and
marketing skills.

1

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John Zotos. Mr. Zotos was appointed as a director in June of 2014. He currently serves as a director of Novas and Propell Technologies as well. 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.

Mr. Zotos brings to the Board significant business experience, which gives him a broad and extensive understanding of our operations and our industry. Due to his business
background, he has a broad understanding of the operational, financial and strategic issues facing public companies.

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 2014 ended June 30, 2014, there were no delinquent forms filed during the year. Roman
Gordon, CTO and Director, filed 10 form 4's involving 10 transactions.

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.

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*                      |  | 2014 |  | $ | 143,000 | (1) | $ | -      |  |  | -          |  | $ | 119,973 | (3) | $ | -              |  | $ | -             |  | $ | -            |  | $ | 262,973
|President, Principal Executive Officer |  | 2013 |  | $ | 130,000 | (1) | $ | -      |  |  | -          |  | $ | 224,774 | (3) | $ | -              |  | $ | -             |  | $ | -            |  | $ | 354,774
|                                       |  |      |  |   |         |     |   |        |  |  |            |  |   |         |     |   |                |  |   |               |  |   |              |  |   |        
|Naum Voloshin                          |  | 2014 |  | $ | 36,000  | (4) | $ | 10,000 |  |  | -          |  | $ | 119,973 | (5) | $ | -              |  | $ | -             |  | $ | -            |  | $ | 165,973
|Principal Accounting Officer           |  | 2013 |  | $ | 19,050  | (4) | $ | -      |  |  | -          |  | $ | -       |     | $ | -              |  | $ | -             |  | $ | -            |  | $ | 19,050 
|                                       |  |      |  |   |         |     |   |        |  |  |            |  |   |         |     |   |                |  |   |               |  |   |              |  |   |        
|Roman Gordon                           |  | 2014 |  | $ | 143,000 | (2) | $ | -      |  |  | -          |  | $ | 119,973 | (3) | $ | -              |  | $ | -             |  | $ | -            |  | $ | 262,973
|Chief Technology Officer               |  | 2013 |  | $ | 130,000 | (2) | $ | -      |  |  | -          |  | $ | 224,774 | (3) | $ | -              |  | $ | -             |  | $ | -            |  | $ | 354,774



|(1) | For the year ended June 30, 2014, Mr. Gorodnitsky earned a base salary of $143,000 all of which was paid in cash. Total accrued salary for Mr. Gorodnitsky at June 30,
2014 amounted to $252,698. For the year ended June 30, 2013, Mr. Gorodnitsky earned a base salary of $130,000 but received only $55,839 in cash with the remaining $45,000 recorded as
Accrued Payroll and $30,000 used to close a payable to the company at June 30, 2013.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | For the year ended June 30, 2014, Mr. Gordon earned a base salary of $143,000.  For the year ended June 30, 2013, Mr. Gordon earned a base salary of $130,000 but received only
$57,366 in cash with the remaining $56,000 recorded as Accrued Payroll and $16,500 used to close a payable to the company at June 30, 2013. Total accrued salary for Mr. Gordon at June 30, 2014
amounted to $212,505.                                            

2

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|(3) | For the year ended June 30, 2014, Messrs. Gorodnitsky and Gordon received 3,000,000 warrants each totaling $119,973. For the year ended June 30, 2013, Messrs. Gorodnitsky and
Gordon received 4,250,000 options and 2,000,000 warrants each totaling $224,774. Option and Warrant Awards are reported at the aggregate grant date fair value computed in accordance
with ASC 718.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | For the year ended June 30, 2014, Mr. Voloshin earned a base salary of $36,000 all of which was paid in cash. He also received a bonus of $10,000 at June 30, 2014 to be paid in the
first fiscal quarter of 2015. Mr. Voloshin earned a base salary of $19,050 for the second half of fiscal 2013, all of which was paid in cash.                                                
|(5) | For the year ended June 30, 2014, Mr. Voloshin received 3,000,000 warrants totaling $119,973. Option and Warrant Awards are reported at the aggregate grant date fair value computed
in accordance with ASC 718.                                                                                                                                                                  

*Messrs Gorodnitsky and Gordon also served as members of the Board of Directors during fiscal 2014 and part of their compensation was received for services provided as a board member.

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, 2014.

|                             |  | Option Awards    |     | Stock Awards    
|---------------------------- |  | ---------------- | --- | ----------------
|                             |  |                  |     |                 
|                             |  |                  |     |                 
|                             |  | Number           |     | Number          
|                             |  | of securities    |     | of securities   
|                             |  | Underlying       |     | Underlying      
|                             |  | Unexercised      |     | Unexercised     
|                             |  | Options/warrants |     | Options/warrants
|Name                         |  | # Exercisable    |     | # Unexercisable 
|                             |  |                  |     |                 
|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        | (1) | -               



|(1) | A company controlled by Mr. Voloshin was issued 7,610,000 warrants to acquire common stock with fair market value of $683,823 and is due to be issued 7,610,000
shares of common stock for conversion of a demand note it held. Option and Warrant Awards are reported at the aggregate grant date fair value computed in accordance with ASC
718.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

3

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Compensation of Directors

The following table sets forth certain information with respect to the compensation paid to our directors for fiscal 2014 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 (2)   |  | $ | -       |  | $ | -      |  | $ | 3,324  |  | $ | -            |  | $ | -             |  | $ | -            |  | $ | 3,324



|(1) | Mr. Fuller did not receive any compensation in fiscal 2014. In fiscal 2013, Mr. Fuller received an aggregate 500,000 shares of common stock with a grant date fair value
of $25,000. Mr. Fuller also received 500,000 options in 2012 that originally vested over three years and the fair value of vested portion in fiscal 2013 was $4,083. These options were
cancelled and subsequently replaced by the aforementioned stock award in May of 2013. Awards of options are reported at the aggregate grant date fair value computed in accordance with
ASC Topic 718 and are amortized over the vesting period accordingly. . Mr. Fuller is the Company's Director, Audit Committee Chairman and Independent Financial Expert. His total
outstanding stock and option awards at June 30, 2014 amounted to 837,500 and 0 respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | In fiscal 2014, for services as Director on the company's Board, Mr. Zotos was granted a total of 1,000,000 warrants to acquire company's stock which will vest over 1 year starting on
June 16, 2014.  Fair value of vested warrants in fiscal 2014 was $3,324. Awards of options and warrants are reported at the aggregate grant date fair value computed in accordance with ASC
Topic 718.                                                                                                                                                                                                                                                                                                                                                                                                                                         

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 June 30, 2014 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.

|                                                  |  |  |              |  |  | Amount and |  |  |            |    
|------------------------------------------------- |  |  | ------------ |  |  | ---------- |  |  | ---------- | ---
|                                                  |  |  |              |  |  | Nature of  |  |  |            |    
|                                                  |  |  | Title of     |  |  | Beneficial |  |  | Percent of |    
|Name of Beneficial Owner                          |  |  | Class        |  |  | Ownership  |  |  | Class (1)  |    
|Igor Gorodnitsky                                  |  |  | Common Stock |  |  | 17,323,475 |  |  | 9.7%       | (2)
|President , Principal Executive Officer, Director |  |  |              |  |  |            |  |  |            |    
|                                                  |  |  |              |  |  |            |  |  |            |    
|James Fuller                                      |  |  | Common Stock |  |  | 837,500    |  |  | 0.5%       |    
|Chairman of Audit Committee, Director             |  |  |              |  |  |            |  |  |            |    
|                                                  |  |  |              |  |  |            |  |  |            |    
|Roman Gordon                                      |  |  | Common Stock |  |  | 16,688,475 |  |  | 9.4%       | (2)
|Director, Chief Technology Officer                |  |  |              |  |  |            |  |  |            |    
|                                                  |  |  |              |  |  |            |  |  |            |    
|Naum Voloshin                                     |  |  | Common Stock |  |  | -          |  |  | 0.0%       | (3)
|Principal Accounting Officer                      |  |  |              |  |  |            |  |  |            |    
|                                                  |  |  |              |  |  |            |  |  |            |    
|John Zotos                                        |  |  | Common Stock |  |  | -          |  |  | 0.0%       | (4)
|Director                                          |  |  |              |  |  |            |  |  |            |    
|                                                  |  |  |              |  |  |            |  |  |            |    
|BioWorld Management LTD                           |  |  | Common Stock |  |  | 9,500,000  |  |  | 5.3%       |    
|                                                  |  |  |              |  |  |            |  |  |            |    
|Directors and Officers                            |  |  | Common Stock |  |  | 34,849,450 |  |  | 19.6%      |    
|(as a group, five individuals)                    |  |  |              |  |  |            |  |  |            |    

4

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|(1) | Based on 177,906,365 issued and outstanding shares of common stock as of June 30, 2014.                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | In addition, Messrs. Gorodnitsky and Gordon 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.                                                                                                               
|(3) | Mr. Voloshin has the right to acquire 3,000,000 shares of common stock through warrants. In addition, a company controlled by Mr. Voloshin was issued 7,610,000 warrants to acquire
common stock and is due to be issued 7,610,000 shares of common stock for conversion of a demand note it held.
|(4) | Mr Zotos was granted a total of 1,000,000 warrants to acquire company's stock, of which 41,667 are vested as of June 30, 2014.                                                                                                                                                                    

For details regarding stock options, please refer to Notes to the Financial Statements - Note 10 Stockholder's Deficit.

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 and the transactions described below, during our last two fiscal years, 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. In accordance with
Regulation S-K 404(d) for Smaller Reporting Companies, we provide information for the last two fiscal years.

Related Party Payables

On December 27, 2011 the Company's CEO, Todd Zelek, extended to the Company a short term loan due on demand of $100,000 at an annual interest rate of 12%. At June 30,
2012, the outstanding balance remained $100,000 along with $6,000 in accrued interest. The Company paid off the $100,000 loan along with all accrued interest during fiscal 2013.

The Company provided an advance against future reimbursable company expenses of $15,000 to Roman Gordon, Chief Technology Officer, and owner of more than 5% of the
outstanding common stock during fiscal 2012. This amount was used during 2013 to offset the balance of Accrued Salary to Mr. Gordon and the outstanding balance on June 30, 2013 was
$0.

As of June 30, 2012, we had received $185,000 from West Point Partners, LLC, whose managing partner is the Company's Principal Accounting Officer. These funds were due on
demand, and paid an annual interest rate of 12% which was accrued. During the year ended, the Company recognized interest expense of $16,650. As of June 30, 2014, the entire loan of
$185,000 together with unpaid interest of $43,300 was converted into 7,610,000 shares of company's common stock and 7,610,000 warrants to purchase company's common stock with a fair
market value of $683,823.

Refer to Footnote 8, Related Party Short-Term Loan and Payables, and Note 14, Commitments and Contingencies,Royalty Agreements, for a description of related party
transactions with our executive officers during the fiscal year ended June 30, 2014.

5

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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 is an Independent
Financial Expert and independent director.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit

Our principal auditing firm during fiscal 2013 was Rose, Snyder, and Jacobs.  After fiscal 2013 ended, the Company replaced its former principal auditing firm Rose,
Snyder and Jacobs with Weinberg & Co, Los Angeles. Rose, Snyder and Jacobs performed reviews of quarterly financial statements included on Forms 10-Q for the first three quarters
of 2013 and received $35,500 for these services. Weinberg & Co is the principal auditing firm for the audit of our annual financial statements included with Form 10-K for fiscal 2013 and
received approximately $60,951 for these services.

During fiscal 2014, we incurred expenses of $31,583 for professional services rendered for the audit of our annual financial statements and review of quarterly financial statements
included on Form 10-Q and expect to pay about $30,000 more for 2014 services in 2015.

Tax Fees

The aggregate fees billed in fiscal 2014 and fiscal 2013 for professional services rendered by the principal accountant for tax preparation amounted to $7,150 and $12,185
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.







6

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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                |  | October 28, 2014
|Igor Gorodnitsky     |  | (Principal Executive Officer)                          |  |                 
|                     |  |                                                        |  |                 
|/s/ N. Voloshin      |  | Chief Financial Officer                                |  | October 28, 2014
|N. Voloshin          |  | (Principal Financial Officer)                          |  |                 
|                     |  |                                                        |  |                 
|/s/ James Fuller     |  | Audit Committee Chairman, Independent Financial Expert |  | October 28, 2014
|James Fuller         |  |                                                        |  |                 









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