Date of Report (Date of earliest event reported): June 30, 2014

CAVITATION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

10019 Canoga Ave.
Chatsworth, California 91311
(Address of principal executive offices including zip code)

(818) 718-0905
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02    Unregistered Sales of Equity Securities.

On June 30, 2014, the Cavitation Technologies Inc., (the "Company") completed a secondary offering of treasury common stock shares which secured approximately $1,400,000 in cash. The treasury common stock shares were offered at $0.075 per share and a total of 18,666,667 shares were placed. The offering also consisted of 18,666,667 common stock warrants under which purchasers have the option of purchasing the Company's common stock at $0.12 per share expiring in 5 years.

A press release will be issued by the Company following the filing of this form.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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