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, 2015



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 second fiscal
quarter: $10,452,276 as of December 31, 2014 based on the closing price of $0.07 per share on such dates and 149,318,224 non-affiliate
shares outstanding.



The registrant had 193,997,906 shares of common stock outstanding
on June 30, 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, 2015, which Cavitation Technologies, Inc. (the "Company") previously
filed with the Securities and Exchange Commission ("SEC") on October 13, 2015. 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.                                                                         | 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.                      | 10  
|                                                                                                         |     
|ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.                                                         | 11  
|                                                                                                         |     
|PART IV                                                                                                 
|                                                                                                         |     
|ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                                        |     
|                                                                                                         |     
|ITEM 16. SIGNATURES, EXHIBIT INDEX.                                                                      |     



i







PART III



ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE



|Person           |  | Age |  | Position                              
|---------------- |  | --- |  | --------------------------------------
|                 |  |     |  |                                       
|Igor Gorodnitsky |  | 55  |  | President, PEO, Secretary and Director
|Naum Voloshin    |  | 52  |  | Principal Accounting Officer          
|Roman Gordon     |  | 65  |  | CTO and Director                      
|John Zotos       |  | 59  |  | Director                              
|James Fuller     |  | 74  |  | Director                              



Audit committee standing members consisted of John Zotos and James
Fuller as of June 30, 2015. 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 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.
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.



Naum Voloshin.Mr. Voloshin has over 20 years of experience
in investment banking, business operations and marketing. Prior to joining CTi, Mr. Voloshin has 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 2015 ended June 30, 2015, there were no delinquent forms filed during the year.



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. Messrs. Gorodnitsky
and Gordon are not 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*                      |  |      | 2015 |  |        | $ | 165,950 | (1)   |  | $ | -              |  |  |        | - |  |                | $ | -       |               |  | $ | -            |  |  | $      | -
|President, Principal Executive Officer |  |      | 2014 |  |        | $ | 143,000 | (1)   |  | $ | -              |  |  |        | - |  |                | $ | 119,973 | (3)           |  | $ | -            |  |  | $      | -
|                                       |  |      |      |  |        |   |         |       |  |   |                |  |  |        |   |  |                |   |         |               |  |   |              |  |  |        |  
|Naum Voloshin                          |  |      | 2015 |  |        | $ | 60,750  | (4)   |  | $ | -              |  |  |        | - |  |                | $ | -       |               |  | $ | -            |  |  | $      | -
|Principal Accounting Officer           |  |      | 2014 |  |        | $ | 36,000  | (4)   |  | $ | 10,000         |  |  |        | - |  |                | $ | 119,973 | (5)           |  | $ | -            |  |  | $      | -
|                                       |  |      |      |  |        |   |         |       |  |   |                |  |  |        |   |  |                |   |         |               |  |   |              |  |  |        |  
|Roman Gordon*                          |  |      | 2015 |  |        | $ | 165,950 | (2)   |  | $ | -              |  |  |        | - |  |                | $ | -       |               |  | $ | -            |  |  | $      | -
|Chief Technology Officer               |  |      | 2014 |  |        | $ | 143,000 | (2)   |  | $ | -              |  |  |        | - |  |                | $ | 119,973 | (3)           |  | $ | -            |  |  | $      | -



|(1) | For the year ended June 30, 2015, Mr. Gorodnitsky earned a base salary of $165,950, all of which was paid in full. At June 30, 2015, Mr. Gorodnitsky was owed an aggregate of $252,698 in unpaid compensation for services he rendered during the years ended June 30, 2012 and 2011. For the year ended June 30, 2014, Mr. Gorodnitsky earned a base salary of $143,000 which was paid in full.                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | For the year ended June 30, 2015, Mr. Gordon earned a base salary of $165,950, all of which was paid in full. At June 30, 2015, Mr. Gordon was owed an aggregate of $208,698 in unpaid compensation for services rendered during the years ended June 30, 2012 and 2011.  For the year ended June 30, 2014, Mr. Gordon earned a base salary of $143,000 which was paid in full.                                                                                                                                                                                                                                                                
|(3) | For the year ended June 30, 2014, Messrs. Gorodnitsky and Gordon each received warrants to purchase 3,000,000 share of common stock with a fair value of $119,973. Option and Warrant Awards are reported at the aggregate grant date fair value computed in accordance with ASC 718. These warrants are exercisable at $0.04 per share, vested immediately and expire in ten years or on October 10, 2023. The fair value of the warrants was computed using Black-Scholes Merton valuation model with the following assumptions: risk-free interest rate of 0.90%, dividend yield of 0%, volatility of 232%, and an expected life of 5 years.
|(4) | For the year ended June 30, 2015, Mr. Voloshin earned a base salary of $60,750 all of which was paid in full. Mr. Voloshin earned a base salary of $36,000 for the year ended June 30, 2014, all of which was paid in full. Mr. Voloshin also received a bonus of $10,000 at June 30, 2014 which was paid in the first fiscal quarter of 2015.                                                                                                                                                                                                                                                                                                 
|(5) | For the year ended June 30, 2014, Mr. Voloshin received warrants to purchase 3,000,000 share of common stock with a fair value of $119,973. Option and Warrant Awards are reported at the aggregate grant date fair value computed in accordance with ASC 718.  These warrants are exercisable at $0.04 per share, vested immediately and expire in ten years or on October 10, 2023. The fair value of the warrants was computed using Black-Scholes Merton valuation model with the following assumptions: risk-free interest rate of 0.90%, dividend yield of 0%, volatility of 232%, and an expected life of 5 years.                      



*Messrs Gorodnitsky and Gordon also served as members of the Board
of Directors during fiscal 2015 but did not receive any compensation for those services.



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, 2015.



|                            |  | Option
    Awards |           |     |                     |  |   | Stock
    Awards | 
|--------------------------- |  | ----------------- | --------- | --- | ------------------- |  | - | ---------------- | 
|                            |  |                   |           |     |                     |  |   |                  | 
|                            |  |                   |           |     |                     |  |   |                  | 
|                            |  | Number            |           |     | Number              |  |   |                  | 
|                            |  | of securities     |           |     | of securities       |  |   |                  | 
|                            |  | Underlying        |           |     | Underlying          |  |   |                  | 
|                            |  | Unexercised       |           |     | Unexercised         |  |   | Option/warrant   | 
|                            |  | Options/warrants  |           |     | Options/warrants    |  |   | grant            | 
|Name                        |  | #
    Exercisable |           |     | #
    Unexercisable |  |   | date             | 
|                            |  |                   |           |     |                     |  |   |                  | 
|Igor Gorodnitsky            |  |                   | 4,250,000 |     |                     |  | - |                  | 
|President and               |  |                   | 5,000,000 |     |                     |  | - |                  | 
|Principal Executive Officer |  |                   |           |     |                     |  |   |                  | 
|                            |  |                   |           |     |                     |  |   |                  | 
|Roman Gordon                |  |                   | 4,250,000 |     |                     |  | - |                  | 
|Chief                       |  |                   | 5,000,000 |     |                     |  | - |                  | 
|Technology Officer          |  |                   |           |     |                     |  |   |                  | 
|                            |  |                   |           |     |                     |  |   |                  | 
|Naum Voloshin               |  |                   | -         |     |                     |  | - |                  | 
|Principal                   |  |                   | 3,000,000 | (1) |                     |  | - |                  | 
|Accounting Officer          |  |                   |           |     |                     |  |   |                  | 



|(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 was issued 7,610,000 shares of common stock with a fair value of $684,900 upon settlement of a 2012 demand note. Option and Warrant Awards are reported at the aggregate grant date fair value computed in accordance with ASC 718. These warrants were issued at $0.05 per share, vested immediately and expire in five years or on April 1, 2019. The fair value of the warrants was computed using Black-Scholes Merton valuation model with the following assumptions: risk-free interest rate of $3.56%, dividend yield of 0%, volatility of %190, and an expected life of 5 years.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 2015 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) | Messrs. Fuller, Zotos, Gorodnitsky and Gordon did not receive any compensation for their services in fiscal 2015.
| | -- | -----------------------------------------------------------------------------------------------------------------



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, 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                                  |  | Common Stock |  |            | 17,323,475 |  |            | 
|President , Principal Executive Officer, Director |  |              |  |            |            |  |            | 
|                                                  |  |              |  |            |            |  |            | 
|James Fuller                                      |  | Common Stock |  |            | 837,500    |  |            | 
|Chairman of Audit Committee, Director             |  |              |  |            |            |  |            | 
|                                                  |  |              |  |            |            |  |            | 
|Roman Gordon                                      |  | Common Stock |  |            | 16,688,475 |  |            | 
|Director, Chief Technology Officer                |  |              |  |            |            |  |            | 
|                                                  |  |              |  |            |            |  |            | 
|Naum Voloshin                                     |  | Common Stock |  |            | 10,610,000 |  |            | 
|Principal Accounting Officer                      |  |              |  |            |            |  |            | 
|                                                  |  |              |  |            |            |  |            | 
|John Zotos                                        |  | Common Stock |  |            | 1,000,000  |  |            | 
|Director                                          |  |              |  |            |            |  |            | 
|                                                  |  |              |  |            |            |  |            | 
|BioWorld Management LTD                           |  | Common Stock |  |            | 9,500,000  |  |            | 
|                                                  |  |              |  |            |            |  |            | 
|Directors and Officers                            |  | Common Stock |  |            | 46,459,450 |  |            | 
|(as a group, five individuals)                    |  |              |  |            |            |  |            | 



|(1) | Based on 193,997,906 issued and outstanding shares of common stock as of June 30, 2016.                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | 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 which are included in the shares beneficially
    owned by each.                                       
|(3) | Includes 14,743,475 shares of common stock held by the Roman Gordon and Larisa Magid Living
    Trust (the “Trust”).  Mr. Gordon is the beneficiary of the Trust and as such has a pecuniary interest
    in the shares of common stock held by the Trust..                           
|(4) | 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 7,610,000 shares
    of common stock for conversion of a demand note it held.
|(5) | Mr Zotos was granted a total of 1,000,000 warrants to acquire company's stock, all of which
    are vested as of June 30, 2016.                                                                                                                                                       



*Less than 1%



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, 2015 and 2014 is as follows:



|                             |  |         |            |   |           |  |      | Weighted-   | 
|---------------------------- |  | ------- | ---------- | - | --------- |  | ---- | ----------- | 
|                             |  |         |            |   |           |  |      | Average     | 
|                             |  |         |            |   | Weighted- |  |      | Remaining   | 
|                             |  |         |            |   | Average   |  |      | Contractual | 
|                             |  |         |            |   | Exercise  |  |      | Life        | 
|                             |  | Options |            |   | Price     |  |      | (Years)     | 
|                             |  |         |            |   |           |  |      |             | 
|Outstanding June 30, 2013    |  |         | 13,611,815 |   |           |  | 0.10 |             | 
|                             |  |         |            |   |           |  |      |             | 
|- Granted                    |  |         | -          |   |           |  | -    |             | 
|- Forfeited                  |  |         | -          |   |           |  | -    |             | 
|- Exercised                  |  |         | -          |   |           |  | -    |             | 
|- Expired                    |  |         | -          |   |           |  | -    |             | 
|Outstanding June 30, 2014    |  |         | 13,611,815 |   |           |  | 0.10 |             | 
|                             |  |         |            |   |           |  |      |             | 
|- Granted                    |  |         | -          |   |           |  | -    |             | 
|- Forfeited/Replaced         |  |         | (800,858   | ) |           |  | -    |             | 
|- Exercised                  |  |         | -          |   |           |  | -    |             | 
|- Expired                    |  |         | -          |   |           |  | -    |             | 
|Outstanding at June 30, 2015 |  |         | 12,810,957 |   |           |  | 0.10 |             | 
|Exercisable at June 30, 2015 |  |         | 12,810,957 |   |           |  | 0.10 |             | 



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, we granted the consultant 800,858 shares of common stock.



The intrinsic value of the outstanding options
was $330,000 and $590,043 as of June 30, 2015 and 2014, respectively. The following table summarizes additional information concerning
options outstanding and exercisable at June 30, 2015.



7







|         |      |  | Options Outstanding |  |            | Options Exercisable | 
|-------- | ---- |  | ------------------- |  | ---------- | ------------------- | 
|         |      |  |                     |  |            | Weighted            | 
|         |      |  |                     |  |            | Average             | 
|Exercise |      |  | Number              |  |            | Remaining           | 
|Price    |      |  | of Shares           |  |            | Life (Years)        | 
|         |      |  |                     |  |            |                     | 
|$        | 0.03 |  |                     |  | 11,000,000 |                     | 
|$        | 0.33 |  |                     |  | 637,297    |                     | 
|$        | 0.67 |  |                     |  | 1,173,660  |                     | 
|         |      |  |                     |  | 12,810,957 |                     | 



Warrants



A summary of the Company's warrant activity and related information
from as of June 30, 2015 and 2014 is as follows.



|                             |  |          |            |  |           |  |      | Weighted-   | 
|---------------------------- |  | -------- | ---------- |  | --------- |  | ---- | ----------- | 
|                             |  |          |            |  |           |  |      | Average     | 
|                             |  |          |            |  | Weighted- |  |      | Remaining   | 
|                             |  |          |            |  | Average   |  |      | Contractual | 
|                             |  |          |            |  | Exercise  |  |      | Life        | 
|                             |  | Warrants |            |  | Price     |  |      | (Years)     | 
|                             |  |          |            |  |           |  |      |             | 
|Outstanding at June 30, 2013 |  |          | 18,433,867 |  |           |  | 0.09 |             | 
|                             |  |          |            |  |           |  |      |             | 
|Granted                      |  |          | 47,362,581 |  |           |  | 0.07 |             | 
|Exercised                    |  |          | -          |  |           |  | -    |             | 
|Expired                      |  |          | 2,729,934  |  |           |  | 0.50 |             | 
|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 |             | 
|Exercisable at June 30, 2015 |  |          | 68,259,843 |  |           |  | 0.07 |             | 



8







2015



In July of 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.



2014



In October 2013, the Company granted employees
warrants to purchase 9,100,000 shares of common stock at $0.04 per share, vesting immediately and expiring in 5 and 10 years from
the grant date. The fair value of the warrants amounted to $363,882 using the Black-Scholes Merton valuation model.



In October 2013, the Company granted consultants
warrants to purchase 13,100,000 shares of common stock at prices ranging from $0.04 up to $0.045 per share, vesting over a period
of one year and expiring in 5 and 10 years from the grant date. The fair value of the warrants that vested during the current fiscal
year amounted to $726,299 using the Black-Scholes Merton valuation model.



In April 2014, the Company granted a total
of 9,029,251 warrants to demand note holders pursuant to settlement agreements.



In April 2014, the Company granted a new Board
member warrants to purchase 1,000,000 shares of common stock at $0.08 per share which vest over a period of one year and expiring
in 5 years from the grant date. The fair value of the warrants at the grant date amounted to $79,764 using the Black-Scholes Merton
valuation model. During the year ended June 30, 2014, we recognized a total of $3,324 based upon the vesting of the warrants.



In June of 2014, the Company issued warrants
to purchase 15,133,330 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.



The intrinsic value of the outstanding warrants
was $651,999 and $1,551,329 as of June 30, 2015 and 2014, respectively. The following table summarizes additional information concerning
warrants outstanding and exercisable at June 30, 2015.



|         |             |  | Warrants Outstanding |  |            | Warrants Exercisable | 
|-------- | ----------- |  | -------------------- |  | ---------- | -------------------- | 
|         |             |  |                      |  |            | Weighted             | 
|         |             |  |                      |  |            | Average              | 
|Exercise |             |  | Number               |  |            | Remaining            | 
|Price    |             |  | of Shares            |  |            | Life (Years)         | 
|         |             |  |                      |  |            |                      | 
|$        | 0.04 - 0.07 |  |                      |  | 47,933,184 |                      | 
|$        | 0.12        |  |                      |  | 20,326,659 |                      | 
|         |             |  |                      |  | 68,259,843 |                      | 



9







The table below represents the assumptions
used in valuing the stock options and warrants granted in fiscal 2015 and 2014:



|                        |  | Year Ended June 30,
|----------------------- |  | -------------------
|                        |  | 2015               
|                        |  |                    
|Expected life in years  |  | 3 - 10             
|Stock price volatility  |  | 183% - 191%        
|Risk free interest rate |  | 2.75% - 3.21%      
|Expected dividends      |  | None               
|Forfeiture rate         |  | 0%                 



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.



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



Certain Related Party Transactions



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 is an Independent Financial Expert and independent director
and that John Zotos is an independent director.



10







ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES



Audit



Our principal auditing firm during fiscal 2015 and 2014 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 2015 and is the principal auditing firm for the audit of our annual financial statements included with
Form 10-K for fiscal 2015 and received approximately $57,000 for these services.



Tax Fees



The aggregate fees billed in fiscal 2015 and 2014 for professional
services rendered by the principal accountant for tax preparation amounted to $12,500 and $7,150 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.



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)
|July 5, 2016                 
|                             
|CAVITATION TECHNOLOGIES, INC.
|                             
|/s/ Naum Voloshin            
|Naum Voloshin                
|Chief Financial Officer      
|(Principal Financial Officer)
|July 5, 2016                 



11