Cavitation Technologies, Inc. (Form: 10-Q, Received: 05/14/2009 14:15:03)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

þ	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2009

¨	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period to

Commission File Number 0-29901

CAVITATION TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	20-4907818
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

10019 Canoga Ave

Chatsworth, California 91311

(Address of principal executive offices)

818-718-0905

(Issuer’s telephone number,

including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

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

On May 7, 2009, the registrant had outstanding 28,605,883 shares of Common Stock, which is the registrant’s only class of common equity.

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.

Large accelerated filer ¨ ¨		Accelerated filer ¨ ¨
Non accelerated filer ¨ (Do not check if a smaller reporting company) ¨		Smaller reporting company þ

Transitional Small Business Disclosure Format (Check one): Yes ¨ No þ

CAVITATION TECHNOLOGIES, INC.

Form 10-Q

For the Three and Nine Months Ended March 31, 2009

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Balance Sheets as of March 31, 2009 (Unaudited) and June 30, 2008	4

	Statements of Operations (Unaudited) for the three and nine months ended March 31, 2009 and 2008	5

	Statement of Stockholders’ Deficit (Unaudited) for the period from January 29, 2007 (inception) to March 31, 2009	6

	Statements of Cash Flows (Unaudited) for the nine months ended March 31, 2009 and 2008	7

	Notes to Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3	Quantitative and Qualitative Disclosures About Market Risk	19

Item 4	Controls and Procedures	19

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 2.	Unregistered Sales of Equity Securities and use of Proceeds	20

Item 3.	Defaults Upon Senior Securities	20

Item 4.	Submission of Matters to a Vote of Security Holders	20

Item 5.	Other Information	20

Item 6.	Exhibits and Reports	20

Signatures		21

Note Regarding Forward Looking Statements

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q may contain statements relating to future results of Cavitation Technologies, Inc. (including certain projections and business trends) that are “forward-looking statements” . Our actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to, without limitation, statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect” , “is expected” , “anticipates” or “does not anticipate” , “plans” , “estimates” or “intends” , or stating that certain actions, events or results “may” , “could” , “would” , “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or achievements of the Company to be materially different from any future results or achievements of the Company expressed or implied by such forward-looking statements. Such factors include, among others, those set forth herein and those detailed from time to time in our other Securities and Exchange Commission ( “SEC” ) filings including those contained in our most recent Form 8-K. Specifically, this Form 10-Q should be read in conjunction with our Form 8-K filed on November 14, 2008, which provided Form 10 type disclosures as required under item 5.06 of Form 8-K. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

PART I

Item 1. Financial Statements.

CAVITATION TECHNOLOGIES, INC.

Balance Sheets

	March 31,			June 30,
	2009			2008
	(unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	2,084		$	310,929
Prepaid expenses and other current assets		1,757			1,445
Total current assets		3,842			312,374

Property and equipment, net		19,665			25,306
Other assets		9,500			9,500
	$	33,006		$	347,180

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued expenses	$	167,943		$	56,706
Deferred revenue		26,000			-
Convertible notes payable, net of discounts		225,901			-
Line of credit		636,917			627,856
Total current liabilities		1,056,761			684,562

Commitments and contingencies

Stockholders' deficit:

Preferred stock ,$0.001 par value, 10,000,000 shares authorized, 111,111 shares and 0 shares issued and outstanding as of March 31, 2009 and June 30, 2008, respectively		111			-

Common stock, $0.001 par value, 100,000,000 shares authorized, 28,605,883 shares and 18,906,961 shares are issued and outstanding as of March 31, 2009 and June 30, 2008, respectively		28,606			18,907
Additional paid-in capital		3,525,183			2,373,372
Deficit accumulated during the development stage		(4,577,655	)		(2,729,661	)
Total stockholders' deficit		(1,023,755	)		(337,382	)
Total liabilities and stockholders' deficit	$	33,006		$	347,180

See accompanying notes, which are an integral part of these financial statements

CAVITATION TECHNOLOGIES, INC.

Statements of Operations (Unaudited)

													January 29, 2007,
													Inception,
	Three Months Ended						Nine Months Ended						Through
	March 31,						March 31,						March 31,
	2009			2008			2009			2008			2009

General and administrative expenses	$	460,170		$	81,694		$	1,469,702		$	118,533		$	1,962,043
Research and development expenses		79,079			1,848,567			257,625			1,858,795			2,392,439
Total operating expenses		539,249			1,903,261			1,727,327			1,977,328			4,354,482
Loss from operations		(539,249	)		(1,903,261	)		(1,727,327	)		(1,977,328	)		(4,354,482	)
Interest expense		(48,593	)		(10,101	)		(69,912	)		(36,579	)		(124,538	)
Loss before income taxes		(587,842	)		(1,940,362	)		(1,797,239	)		(2,013,907	)		(4,479,020	)
Income tax expense		-			-			-			-			-
Net loss	$	(587,842	)	$	(1,940,362	)	$	(1,797,239	)	$	(2,013,907	)	$	(4,479,020	)
Dividend		-			-			(50,756	)		-			(98,635	)
Net loss available to common stockholders	$	(587,842	)	$	(1,940,362	)	$	(1,847,995	)	$	(2,013,907	)	$	(4,577,655	)

Net loss available to common stockholders per share:
Basic and Diluted	$	(0.02	)	$	(0.14	)		(0.08	)	$	(0.14	)

Weighted average shares outstanding:
Basic and Diluted		28,455,922			14,331,210			24,359,739			14,331,210

See accompanying notes, which are an integral part of these financial statements

CAVITATION TECHNOLOGIES, INC.

Statements of Changes in Stockholders’ Deficit (Unaudited)

	Preferred Stock				Common Stock						Additional			Accumulated
	Shares		Amount		Shares			Amount			Paid-In Capital			Deficit			Total

Issuance of common stock for services on January 29, 2007, inception						14,331,210		$	14,331		$	6 ,669		$	-		$	21,000
Net loss															(533,185	)		(533,185	)

Balance at December 31, 2007		-	$	-		14,331,210		$	14,331		$	6 ,669		$	(533,185	)	$	(512,185	)

Preferred stock sold for cash						1,119,199			1,119			498,881						500,000
Common stock issued as payment for services						3,456,551			3,457			1,819,943						1,823,400
Warrants issued in connection with sale of preferred stock												47,879			(47,879	)
Net loss															(2,148,597	)		(2,148,597	)

Balance at June 30, 2008		-	$	-		18,906,961		$	18,907		$	2,373,372		$	(2,729,661	)	$	(337,382	)

Stock option compensation												194,030						194,030
Net loss															(488,458	)		(488,458	)

Balance at September 30, 2008		-	$	-		18,906,961		$	18,907		$	2,567,402		$	(3,218,119	)	$	(631,810	)

Preferred stock sold in connection with reverse merger						279,800			280			124,720						125,000
Redemption of shares						(436,761	)		(437	)		437						-
Bio shares outstanding before reverse merger						9,280,178			9,280			(9,2 80	)					-
Common stock issued as payment for services						350,000			350			454,250						454,600
Warrants issued in connection with issuance of convertible debt												26,357						26,357
Warrants issued in connection with sale of preferred stock												5 0,756			(50,756	)		-
Stock option compensation												4,590						4,590
Net loss															(720,938	)		(720,938	)

Balance at December 31, 2008		-	$	-		28,380,178		$	28,380		$	3,219,232		$	(3,989,813	)	$	(742,201	)

Preferred stock sold for cash		111,111		111								99,889						100,000
Warrants issued in connection with issuance of convertible debt												22,888						22,888
Common stock issued as payment for services						225,705			226			183,174						183,400
																		-
Net loss															(587,842	)		(587,842	)

Balance at March 31, 2009		111,111	$	111		28,605,883		$	28,606		$	3,525,183		$	(4,577,655	)	$	(1,023,755	)

See accompanying notes, which are an integral part of these financial statements

CAVITATION TECHNOLOGIES, INC.

Statements of Cash Flows (Unaudited)

							Inception,
							Through
	Nine Months Ended March 31,						March 31,
	2009			2008			2009

Operating activities:
Net loss	$	(1,797,239	)	$	(2,013,907	)	$	(4,479,020	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		5,641			2,703			11,047
Warrants issued in connection with convertible notes payable		40,147			-			40,147

Common stock issued for services		638,000			1,823,400			2,482,390
Stock option compensation		198,620			-			198,620
Effect of changes in:
Prepaid expenses and other current assets		(312	)		(7,226	)		(1,757	)
Deposits		-			-			(9,500	)
Accounts payable and accrued expenses		111,237			16,187			167,952
Deferred revenue		26,000			-			26,000
Net cash used in operating activities		(777,906	)		(178,843	)		(1,564,121	)

Investing activities:

Purchase of Property and Equipment		-			(5,145	)		(30,712	)
Net investing activities		-			(5,145	)		(30,712	)

Financing activities:
Proceeds from line of credit borrowings		9,061			172,799			636,917
Proceeds from sales of preferred stock		225,000			500,000			725,000
Proceeds from convertible notes payable		235,000			-			235,000
Net cash provided by financing activities		469,061			672,799			1,596,917
Net increase (decrease) in cash		(308,845	)		488,816			2,084
Cash, beginning of period		310,929
Cash, end of period	$	2,084		$	488,811		$	2,084

Supplemental disclosures of cash flow information:
Cash paid for interest	$	32,905		$	32,950		$	76,147
Cash paid for income taxes	$	-		$	-		$	1,850
Supplemental disclosure of non-cash investing and financing activities:
Dividend issued to preferred stockholders, as converted	$	50,756		$	-		$	98,635
Conversion of preferred to common shares in reverse merger	$	625,000		$	-		$	625,000

See accompanying notes, which are an integral part of these financial statements

CAVITATION TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2009

1. Organization and Business

Hydrodynamic Technology, Inc. dba Cavitation Technologies, Inc (“Hydro” or the “Company”) was incorporated on January 29, 2007, in California. The Company has one office in Chatsworth, California.

The Company is a development stage enterprise and is primarily engaged in the development of a bio-diesel fuel production system (Bioforce 9000 and the Reactor Skid). The initial result of the Company’s research and development will be the generation of products for our target market of United States and international bio-diesel producers. The Company’s success will depend in part on its ability to obtain patents, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurances that patents issued to the Company will not be challenged, invalidated, or circumvented, or that the rights granted hereunder will provide proprietary protection or competitive advantage to the Company.

2. Basis of Presentation

On October 24, 2008, the Company effected a transaction with Bio Energy, Inc., a non-operating shell company (“Bio”) (the “Transaction”). Under the terms of the Transaction, Bio performed a 7.5-to-1 forward stock split of its outstanding shares of common stock. Bio issued 18,750,000 (post forward split) of its shares of common stock and assumed 410,000 warrants and 675,000 common stock options in exchange for 100% of the outstanding shares of the Company. Immediately after the Transaction, there were a total of 28,030,178 shares of common stock outstanding, consisting of 18,750,000 shares owned by the Company, as well as an additional 9,280,178 owned by others. The warrants converted to options to purchase 460,646 shares of Bio Common Stock

The exchange of Hydro options and warrants for Bio options and warrants constituted a modification of their original grants as defined in SFAS No. 123(R). Accordingly, the Company made an assessment of the difference in their fair values immediately prior to, and immediately after the Transaction. Due to the relatively short period of time between the original issuance date and the Transaction date, as well as the fact that the holders received fewer options in Bio than they had in Hydro, there was no additional compensation expense recognized as a result of this modification.

From a legal perspective, Bio acquired Hydro. However from an accounting perspective, the Transaction is viewed as a recapitalization of Hydro accompanied by an issuance of stock by Hydro for the net assets of Bio. This is because Bio did not have operations immediately prior to the merger, and following the merger, Hydro is the operating company. Hydro's officers and directors will serve as the officers and directors of the new combined entity. Additionally, Hydro's stockholders own over 80% of the outstanding shares of Bio after the completion of the transaction.

Given these circumstances, the Transaction is accounted for as a capital transaction rather than as a business combination. That is, the Transaction is equivalent to the issuance of stock by Hydro for the net assets of Bio, accompanied by a recapitalization. The accounting is identical to that resulting from a reverse acquisition. Because the Transaction is accounted for as a capital transaction, and it occurred prior to the filing of this Form 10-Q, these financial statements represent the financial condition and results of operations of Hydro.

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and Article 10 of Regulation S-X under the Exchange Act. Accordingly, they do not include all of the information and footnotes required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation are included herein. Operating results for the three month period March 31, 2009 are not indicative of the results that maybe expected for the fiscal year ending June 30, 2009. These unaudited financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Form 8-K filed November 14, 2008.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company uses estimates in valuing stock options, warrants and common stock issued for services, among other items.

Revenue Recognition

The Company recognizes revenues in accordance to the Securities and Exchange Commission Staff Accounting Bulletin (“SAB” 101, Revenue Recognition, as amended by SAB 104. As of March 31, 2009 the Company received a deposit from a customer of $26,000 relating to a sales order not yet completed. This amount has been reflected in deferred revenue on the accompanying balance sheet as of March 31, 2009. As of March 31, 2009 the Company has not recognized any revenue from the sales of its bio-diesel fuel production systems.

3. Management’s Plan

The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Historically, the Company has no revenue, has incurred significant losses, and has not demonstrated the ability to generate sufficient cash flows from operations to satisfy its liabilities and sustain operations.

The Company has no significant operating history and, from January 29, 2007, (inception), through March 31, 2009, has generated a cumulative net loss of $4,479,020. The Company also has negative cash flow from operations and a stockholders’ deficit. The accompanying financial statements for the three months and nine months ended March 31, 2009 have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.

Management’s plan regarding this uncertainty is to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs, or that the Company will be able to meet its future contractual obligations. Should management fail to obtain such financing, the company may curtail its operations.

The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from an inability of the Company to continue as a going concern.

4. Recent Accounting Standards

Accounting standards promulgated by the Financial Accounting Standards Board ( “FASB” ) change periodically. Changes in such standards may have an impact on the Company’s future financial position. The following are a summary of recent accounting developments.

In May 2008, the FASB issued Statement of Financial Accounting Standards ( “SFAS” ) No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No, 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements for nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS 162 will be effective 60 days following the SEC’s approval. The Company does not expect that this statement will result in a change in current practice.

In April 2008, the Financial Accounting Standards Board, or FASB issued FASB Staff Position ( “FSP” ) No. FAS 142-3 “Determination of the Useful Life of Intangible Assets.” This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (revised 2007), “Business Combinations” and other U.S. generally accepted accounting principles (GAAP). This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company will adopt this FSP beginning July 1, 2009 and it is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

In May 2008, the FASB issued FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” FSP APB 14-1 addresses instruments commonly referred to as Instrument C from Emerging Issues Task Force No. 90-19, which requires the issuer to settle the principal amount in cash and the conversion spread in cash or net shares at the issuer's option. FSP APB 14-1 requires that issuers of these instruments account for their liability and equity components separately by bifurcating the conversion option from the debt instrument, classifying the conversion option in equity, and then accreting the resulting discount on the debt as additional interest expense over the expected life of the debt. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years, and requires retrospective application to all periods presented. Early application is not permitted. Management is currently evaluating the impact of the adoption of this statement; however, but believes any impact with respect to future debt transactions could be material.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133. SFAS No. 161 requires enhanced disclosures about a company's derivative and hedging activities. These enhanced disclosures will discuss (a) how and why a company uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 and its related interpretations and (c) how derivative instruments and related hedged items affect a company's financial position, results of operations and cash flows. SFAS No. 161 is effective for fiscal years beginning on or after November 15, 2008, with earlier adoption allowed. We do not anticipate that the adoption of this accounting pronouncement will have a material effect on our financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No.157 defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for the Company for fiscal years beginning January 29, 2007. In February 2008, the FASB issued FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. We do not anticipate that the adoption of this accounting pronouncement will have a material effect on our financial statements.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements – an amendment of ARB No. 51. SFAS No. 160 establishes accounting and reporting standards for the non—controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements and requires retroactive adoption of the presentation and disclosure requirements for existing minority interests, of which the Company currently has none. All other requirements of SFAS No. 160 shall be applied prospectively. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The Company anticipates that SFAS No. 160 will not have any significant impact on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 141(revised 2007), Business Combinations, which revises current purchase accounting guidance in SFAS 141, Business Combinations. SFAS No. 141R requires most assets acquired and liabilities assumed in a business combination to be measured at their fair values as of the date of acquisition. SFAS No. 141R also modifies the initial measurement and subsequent remeasurement of contingent consideration and acquired contingencies, and requires that acquisition related costs be recognized as expense as incurred rather than capitalized as part of the cost of the acquisition. SFAS No. 141R is effective for fiscal years beginning after December 15, 2008 and is to be applied prospectively to business combinations occurring after adoption. The impact of SFAS No. 141R on the Company’s financial statements will depend on the nature and extent of the Company’s future acquisition activities.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option of Financial Assets and Financial Liabilities. SFAS No. 159 permits companies to choose to measure certain financial instruments and certain other items at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings. SFAS No. 159 is effective as of the beginning of the entity’s first fiscal year that begins after November 15, 2007. The adoption of SFAS No. 159 did not have any significant impact on the Company’s financial statements.

In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans. FAS-158 requires employers to fully recognize the obligations associated with single-employer defined benefit pension, retiree healthcare and other postretirement plans in their financial statements. The provisions of SFAS No. 158 are effective for the Company as of the end of the fiscal year ending June 30, 2008. The adoption of SFAS No. 158 did not have any significant impact on the Company’s financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

5. Net Loss per Common Share – Basic and Diluted

The Company computes loss per common share using SFAS No. 128, Earnings Per Share . The net loss per common share, both basic and diluted, is computed based on the weighted average number of shares outstanding for the period. The diluted loss per common share is computed by dividing the net loss by the weighted average shares outstanding assuming all dilutive potential common shares were issued. As of March 31, 2009, the Company had 545,646 stock options and 436,450 warrants outstanding to purchase common stock that were not included in the diluted net loss per common share due to the options and warrants being anti-dilutive. In addition, the Company had $235,000 of convertible notes payable outstanding (see Note 8) which are convertible into common stock of the Company that were not included in the diluted net loss per common share due to the amounts being anti-dilutive. As such, the basic and diluted loss per common share equals the net loss, as reported, divided by the weighted average common shares outstanding for the respective periods.

6. Property and equipment

Property and equipment consisted of the following as of March 31, 2009 (unaudited) and June 30, 2008.

	March 31,			June 30,
	2009			2008

Leasehold improvements	$	2,475		$	2,475
Furniture and fixtures		26,837			26,837
Office equipment		1,400			1,400
		30,712			30,712

Less: accumulated depreciation		(11,047	)		(5,406	)

	$	19,665		$	25,306

Depreciation expense for the three months ended March 31, 2009 and 2008 amounted to $3,379 and $1,132, respectively. Depreciation expense for the nine months ended March 31, 2009 and 2008 amounted to $5,641 and $2,703, respectively.

7. Line of Credit

On February 2, 2007, the Company contracted a $700,000 revolving line of credit from National Bank of California. The line of credit bears interest at Prime plus 1%, which was 4.25% (1% plus 3.25% prime rate) at March 31, 2009 and 6% (1% plus 5% prime rate) at June 30, 2008. The balance outstanding under this line of credit was $636,917 at March 31, 2009 and $627,856 at June 30, 2008. The maturity date of this loan was Jan 2, 2009, but was extended to May 1, 2009. This line of credit is personally guaranteed by the Company’s major shareholders and Board members, and secured by the assets of the Company.

8. Convertible Notes Payable

In December 2008, the Company entered into a Note and Warrant Purchase Agreement (the “ Agreement ”), where the Company issued an aggregate of $125,000 of notes payable which accrue interest at rate of 12% per annum and are due on April 30, 2009. In January, 2009 the Company entered into an additional Agreement where the Company issued an aggregate of $110,000 of notes payable which accrue interest at rate of 12% per annum and are due on April 11, 2009. Under the terms of the Agreements, the lenders may convert all principal and accrued interest into shares of the Company’s common stock at a conversion rate equal to the average closing price of the Company’s closing stock for the 10 days immediately preceding the conversion request.

In addition, in accordance with the Agreements, the Company issued to the lenders warrants to purchase an aggregate of 156,666 shares of the Company’s common stock at an exercise price of between $1.25 and $1.50 per share. The warrants are vested immediately and have a contractual life of 3.75 to 4 years. The fair value of each warrant was estimated on the date of grant using the Black-Scholes valuation model with input assumptions of (1) volatility of 148%, (2) expected life of 1.5 to 2 years, (3) risk free rates ranging from 0.68% to 1.60% and (4) expected dividends of zero. The total fair value of the warrants issued amounted to $49,246, which was recorded as a discount to the face value of the convertible notes payable. As of March 31, 2009 (unaudited), the remaining discount amounted to $9,099 and the carrying value of the convertible notes payable amounted to $225,901.

9. Stockholders’ Equity

Authorized shares – As a result of the merger with Bio (see Note 2) the Company was authorized under its Amended and Restated Certificate of Incorporation to issue Common Stock only. On March 17, 2009, the Company filed Amended and Restated Articles of Incorporation and created two new series of preferred stock, the first of which is designated Series A Preferred Stock and the second of which is designated as Series B Preferred Stock . The total number of shares of Common Stock which this corporation shall have authority to issue is 100,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock of which 5,000,000 shares are designated as Series A Preferred Stock, and 5,000,000 shares are designated as Series B Preferred Stock, with the rights, preferences and privileges of the Series B Preferred Stock to be designated by the Board of Directors. Each share of Common Stock and Preferred Stock has a par value of $.001.

Series A Preferred Stock The total number of shares of this preferred stock which this corporation shall have the authority to issue is 5,000,000 shares of Preferred Stock at a purchase price equal to the closing price of the Company’s Common Stock the business day immediately preceding the purchase by the Subscribe r . Each share of this preferred stock has a par value of $.001, together with warrants, exercisable for a number of shares of common stock of the Company, $.001 par value per share equal to 100% of the number of shares of Common Stock that would be issuable upon initial conversion of the Preferred Stock, at an exercise price of $1.25 per share. This stock is convertible into shares of Common Stock of the Company at any time at the election of the holder.

Series B Preferred Stock. The Company has authorized 5,000,000 shares of Preferred Stock as Series B Preferred Stock. The Board of Directors can establish the rights, preferences and privileges of the Series B Preferred Stock. There are no shares of Series B Preferred Stock outstanding.

Series A-1 Preferred Stock – As a result of the merger with Bio (see Note 2) the Company no longer has any Preferred Stock authorized or issued except as noted above. Following is a discussion about Preferred Stock issuances prior to the Bio merger.

On March 31, 2008, the Company issued 200,000 units comprised of five shares of its Series A-1 Preferred Stock (total of 1,000,000 preferred shares) and one warrant to purchase one share of common stock at $0.75 per share for a total consideration of $500,000.

On October 3, 2008, the Company issued 210,000 units comprised of five shares of its Series A-1 Preferred Stock (total of 1,050,000 preferred shares) and one warrant to purchase one share of common stock at $0.75 per share for total proceeds of $525,000, which were placed in escrow. Upon the closing of escrow on October 3, 2008, $400,000 was used to purchase 50.5% of the outstanding shares of Bio (see Note 2), and the remaining $125,000 was distributed to the Company.

On October 24, 2008, in connection with the reverse merger (see Note 2), all shares of Series A-1 Preferred Stock were converted to common shares of Bio. The accompanying financial statements have retroactively shown the recapitalization for all periods presented. As a result, there is no Preferred stock shown in the balance sheets or statements of stockholders’ deficit.

Dividends – The holders of the Series A Preferred Stock and Series A-1 Preferred Stock were entitled to receive , out of any funds legally available therefore, dividends at the rate of $0.12 and $0.05 per share per annum, respectively, payable in preference to any payment of any dividend on Common Stock. After payment of such dividends, any additional dividends declared shall be payable entirely to the holders of Common Stock. The right of the holders of Series A Preferred Stock to receive dividends shall be cumulative, and shall accrue to holders of Series A Preferred Stock if such dividends are not paid in any prior year.

Stock Split - In March 2008, the board of directors approved a 2,100-to-1 forward stock split of the Corporation’s common stock, which was distributed on March 31, 2008 to stockholders of record on January 29, 2007.

On October 24, 2008, the Company entered into a share exchange agreement with Bio in which Bio acquired all of the outstanding shares of the Company’s shareholders (see Note 2). Under the terms of the share exchange agreement, Bio performed a 7.5-to-1 forward stock split of its outstanding shares of common stock.

The common stock activity for all periods presented in the accompanying financial statements have been restated to give retroactive recognition to these stock splits and the conversion to Bio shares. In addition, all references in the financial statements and notes to financial statements to weighted average number of shares, per share amounts, and market prices of the Company’s common stock have been restated to give retroactive recognition to the stock split.

Warrants – On March 31, 2008 in conjunction with the issuance of 1,000,000 shares of preferred stock, the Company issued 200,000 warrants to purchase shares of common stock at an exercise price of $0.75 per share. The warrants vest immediately and have a contractual life of 5 years. The total value of the warrants issued amounted to $47,879, which has been reflected as a dividend to preferred stockholders in the accompanying financial statements. The value was determined using the Black-Scholes valuation model with input assumptions of (1) volatility of 148%, (2) expected life of 2.5 years, (3) risk free rate of 1.79%, and (4) expected dividends of zero.

On October 3, 2008, in conjunction with the issuance of a total of 1,050,000 shares of Series A-1 Preferred Stock, the Company issued 210,000 warrants to purchase shares of common stock at an exercise price of $0.75 per share. The warrants vest immediately and have a contractual life of 5 years. The total value of the warrants issued amounted to $50,291, which has been reflected as a dividend to preferred shareholders in the accompanying financial statements. The value was determined using the Black-Scholes valuation model with input assumptions of (1) volatility of 148%, (2) expected life of 2.5 years, (3) risk free rate of 1.86%, and (4) expected dividends of zero.

On October 24, 2008, in connection with the Bio transaction (see Note 2), 410,000 warrants in Hydro converted to 279,800 warrants in Bio.

In December 2008, the Company issued an aggregate of 83,333 warrants to purchase shares of the Company’s common stock at an exercise price of $1.50 per share (see Note 8).

On March 17, 2009, , in conjunction with the issuance of a total of 111,111 shares of Series A Preferred Stock, the Company issued 111,111 warrants to purchase shares of common stock at an exercise price of $1.25 per share. The warrants vest immediately and have a contractual life of 3.75 years. The total value of the warrants issued amounted to $20,808. The value was determined using the Black-Scholes valuation model with input assumptions of (1) volatility of 64%, (2) expected life of 3.75 years, (3) risk free rate of 1.70%, and (4) expected dividends of zero

10. Share Based Compensation

On July 21, 2008, the Company adopted the 2008 Stock Option Plan (the “ Plan ”) that provides for the granting of stock options to certain key employees. The Plan reserves 4,000,000 shares of common stock. Options under the Plan are to be granted at no less than fair market value of the shares at the date of grant.

On August 1, 2008, the Company issued 660,000 stock options to purchase shares of the Company’s common stock at a weighted average exercise price of $1.68 per share. The options vested immediately and have a contractual life of 10 years. The total value of the options issued on August 1, 2008 amounted to $194,030, which is included in general and administrative expenses in the accompanying statement of operations.

On October 1, 2008, the Company issued 15,000 stock options to purchase shares of the Company’s common stock at an exercise price of $1 per share. The options vest immediately and have a contractual life of 10 years. The total value of the options issued on October 1, 2008 amounted to $4,590, which is included in general and administrative expenses in the accompanying statement of operations.

On October 24, 2008 675,000 options in Hydro were converted to 460,646 options in Bio (see Note 2)

On October 28 the Company issued 85,000 stock options to purchase shares of the Company’s common stock at an exercise price of $2 per share. The options vest immediately. Of the 85000 options issued, 50,000 have a contractual life of nine months from issuance and the remaining 35,000 have a contractual life of ten years. The total value of the options issued on October 28, 2008 amount to $21, which is included in general and administrative expenses in the accompanying statements of operations.

The fair value of each option award was estimated on the date of grant using the Black-Scholes option valuation model The expected volatility was based on volatilities of other publicly traded development stage companies in the Company’s industry. The expected term of the options granted was estimated to represent the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Assumptions used to calculate the fair value of the options issued are as follows.

Expected life in years	0.38 - 5.0
Stock price volatility	64% -148%
Risk free interest rate	0.68% - 1.60%
Expected dividends	None
Forfeiture rate	0%

The following summarizes the activity of the Company’s stock options for the nine months ended March 31, 2009:

					Weighted-
					Average
			Weighted-		Remaining
			Average		Contractual		Aggregate
			Exercise		Life		Intrinsic
	Options		Price		(Years)		Value

Outstanding at July 1, 2008	-		$	-		-	$	-
Granted		545,646		1.72		9.38		-
Exercised		-		-
Forfeited		-		-
Outstanding at March 31, 2009		545,646		1.72		9.38		-

Vested and expected to vest at March 31, 2009		545,646		1.72		9.38		-

Exercisable at March 31, 2009		545,646		1.72		9.38		-

There were no options exercised as of March 31, 2009. There is no unvested compensation as of March 31, 2009. The weighted average grant date fair value of options granted during the nine months ended March 31, 2009 amounted to $0.26 per share.

11. Income Taxes

Under Accounting Principles Board Opinion No. 28, Interim Financial Reporting , the Company is required to adjust its effective tax rate each quarter to be consistent with the estimated annual effective tax rate. The Company is also required to record the tax impact of certain discrete items, unusual or infrequently occurring, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year or a year-to-date loss where no tax benefit can be recognized are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.

Hydro, in its capacity as the operating company taking over Bio’s income tax positions in addition to its own positions after October 24, 2008 (see Note 2), has estimated its annual effective tax rate to be zero. This is based on an expectation that the combined entity will generate net operating losses in the year ending June 30, 2009, and it is not more likely than not that those losses will be recovered using future taxable income. Therefore, no provision for income tax has been recorded as of and for the period ended March 31, 2009.

Item 2. Management’s Discussion and Analysis or Plan of Operation.

The following discussion and analysis of should be read in conjunction with the Company’s financial statements and the related notes. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as its plans, objectives, expectations and intentions. Its actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements.

Overview

Hydrodynamic Technology, Inc. dba Cavitation Technologies, Inc (Company) was incorporated January 29, 2007, in California. We have one office in Chatsworth, California.

We are a development stage enterprise that is primarily engaged in the development of a bio-diesel fuel production system (Bioforce 9000 and the Reactor Skid). The initial focus of the Company’s research and development is the generation of products for our target market of US and International bio-diesel producers. We expect that the first commercial installation of the Bioforce 9000 reactor skid system will be operational in May of 2009 in Moberly, Missouri. The Company’s success will depend in part on its ability to obtain patents, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurances that patents issued to the Company will not be challenged, invalidated, or circumvented, or that the rights granted hereunder will provide proprietary protection or competitive advantage to the Company.

Results of Operations for the Three Months Ended March 31, 2009 and 2008

The following is a comparison of the results of operations for the Company for the three months ended March 31, 2009 and 2008.

	Three Months Ended
	March 31,
	2009			2008			$ Change			% Change

General and administrative expenses	$	460,170		$	81,694		$	388,607			463.3	%
Research and development expenses		79,079			1,848,567			(1,769,488	)		-95.7	%
Total operating expenses		539,249			1,930,261			(1,391,012	)		-72.1	%
Loss from operations		(539,249	)		(1,930,261	)		1 ,391,012	)		-72.1	%
Interest expense		(48,593	)		(10,101	)		(38,493	)		381.1	%
Loss before income taxes		(587,842	)		(1,940,362	)		1 ,352,520			-69.7	%
Income tax expense		-			-			-			0.0	%
Net loss	$	(587,842	)	$	1,940,362	)	$	1 ,352,520			-69.7	%

Sales

We had no sales for the three months ended March 31, 2009 or 2008. We expect to be able to achieve sales during the fiscal year ending June 30, 2009.

General and Administrative Expenses

Our general and administrative expenses increased by $388,607, or 543%, for the three months ended March 31, 2009 as compared to 2008. In 2009, we issued shares of common stock to consultants in payment for their services to the Company which resulted in expenses of $183,400. We had no such expenses in 2008. In addition, we incurred increased salary and related expenses of approximately $157,075 in 2009 resulting from the Company having more employees. We also incurred increased legal and accounting fees of approximately $61,442 in 2009 due primarily to expenses incurred in conjunction with the Company’s reverse merger transaction and costs associated with management engaging an outside accounting consultant during the quarter ended March 31, 2009.

Research and Development Expenses

Our research and development expenses decreased by $1,769,488, or 96% for the three months ended March 31, 2009 as compared to 2008. The decrease resulted from fewer costs associated with the Company’s fabrication and prototype development

Interest Expense

Interest expense for the three months ended March 31, 2009 increased by $38,493 to $48,593 as compared to 2008.

Results of Operations for the nine months ended March 31, 2009 compared to the nine months ended March 31, 2008

	Nine Months Ended
	March 31,
	2009			2008			$ Change			% Change

General and administrative expenses	$	1,469,702		$	118,533		$	1,351,169			1139.9	%
Research and development expenses		257,625			1,858,795			(1,601,170	)		-86.1	%
Total operating expenses		1,727,327			1,977,328			(250,001	)		-12.6	%
Loss from operations		(1,727,327	)		(1,977,328	)		250,001			-12.6	%
Interest expense		(69,912	)		(36,579	)		(33,333	)		91.1	%
Loss before income taxes		(1,797,239	)		(2,013,907	)		2 16,668			-10.8	%
Income tax expense		-			-			-			0.0	%
Net loss	$	(1,797,239	)	$	(2,013,907	)	$	2 16,668			-10.8	%

Sales

We had no sales for the nine months ended March 31, 2009 or 2008. In December 2008, we received a deposit for the sale of our first operational bio-diesel production system. As the specifics of the sale had not yet been finalized, we deferred this revenue until such time as we have a fully documented contract of sale. We believe this will be during our fiscal fourth quarter ending June 30, 2009.

General and Administrative Expenses

Our general and administrative expenses increased by $1,351,169, or 1,140%, for the nine months ended March 31, 2009 as compared to 2008. In 2009, we issued shares of common stock to consultants in payment for their services to the Company which resulted in expenses of $638,000. We had no such expenses in 2008. We also issued stock options to employees as compensation in 2009 resulting in increased expense of $198,620. We had no such expenses in 2008. In addition, we incurred increased salary and related expenses of approximately $285,744 in 2009 resulting from the Company having more employees. We also incurred increased legal and accounting fees of approximately $177,450 in 2009 due primarily to expenses incurred in conjunction with the Company’s reverse merger transaction and costs associated with management engaging an outside accounting consultant during the quarter ended March 31, 2009.

Research and Development Expenses

Our research and development expenses decreased by $1,601,170, or 86% for the nine months ended March 31, 2009 as compared to 2008. The decrease related primarily to fewer costs associated with fabrication and prototype development.

Interest Expense

Interest expense increased by $33,333, or 91.1% for the nine months ended March 31, 2009 as compared to 2008. Interest expense for the nine months ended March 31, 2009 increased as compared to 2008 primarily as a result of the Company’s amortization of convertible debt issued in December 2008 and in February 2009 in the amount of $40,146. We had no such expenses in 2008.

Liquidity and Capital Resources

Our principal source of funds has been from borrowings under a line of credit agreement, as well as money raised from the sale of preferred stock. At March 31, 2009, we had borrowings of $636,917 compared with $627,856 at June 30, 2008. In addition, on March 31, 2008, we raised $500,000 through the sale of 1,000,000 shares of our preferred stock and on October 3, 2008, we raised $125,000 through the sale of 1,050,000 shares of our preferred stock. We also raised an additional $125,000 through the issuance of convertible notes payable in December 2008 and an additional $110,000 through the issuance of convertible notes payable in February 2009. We raised an additional $100,000 in March 2009 through the sale of 111,111 shares of our Series A preferred stock

As of March 31, 2009, we had cash of $2,084 as compared to $310,929 at June 30, 2008. The decrease in cash is primarily due to the cash used in operations for the nine months ended March 31, 2009.

As of March 31, 2009, our total current liabilities, excluding our outstanding line of credit balance and convertible notes payable, were $167,943, compared to $56,706 at June 30, 2008. Current liabilities at March 31, 2009 included accounts payable, accrued liabilities and deferred revenue, and represented primarily outstanding amounts for deferred revenue, salaries and professional fees.

We have no significant operating history and, from January 29, 2007, (inception), through March 31, 2009, we have generated a net loss of $4,479,020. Management’s plan is to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs, or that the Company will be able to meet its future contractual obligations. Should management fail to obtain such financing, the company may curtail its operations.

Recently Issued Accounting Pronouncements

We do not believe that the adoption of the above recent pronouncements will have a material effect on the Company’s consolidated results of operations, financial position, or cash flows.

Critical Accounting Policies

The foregoing discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles. We believe that the following are some of the more critical judgment areas in the application of our accounting policies that affect our financial statements.

Basis of Presentation

On October 24, 2008, the Company effected a transaction with Bio Energy, Inc., a non-operating shell company ( “Bio” ) (the “Transaction” )

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. We use estimates in valuing our stock options, warrants and common stock issued for services, among other items.

Research and Development Costs

Research and development costs consist of expenditures for the research and development of new product lines and technology. These costs are primarily payroll and payroll related expenses and costs of various sample parts. Research and development costs are expensed as incurred.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company and are not required to provide the information under this item pursuant to paragraph (e) of Regulation S-K.

Item 4. Controls and Procedures

Management’s Report on Internal Control over Financial Reporting

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as of March 31, 2009, the end of the period covered by this quarterly report. Based on their evaluation, our principal executive officer and principal financial officer concluded that, due to the existence of material weaknesses, our disclosure controls and procedures are not effective as of March 31, 2009.

Management identified material weaknesses which were reported in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 14, 2008, under Risk Factors and Management's Discussion and Analysis of Financial Condition and Results of Operations. There have been no changes to the identified material weaknesses.

In an effort to mitigate and remediate some of these material weaknesses, management engaged an outside accounting consultant during the quarter ended March 31, 2009. In addition, we have started to identify ways to improve our standards and procedures, including upgrading and establishing controls over the accounting system to ensure we have appropriate internal control over financial reporting.

Based on the evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, there have been no changes in our internal control over financial reporting during our last fiscal quarter, identified in connection with that evaluation, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceeding against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

On October 24, 2008, Bio Energy, Inc, completed an acquisition of all the outstanding shares of Hydrodynamic Technology, Inc, In connection with this transaction, Bio Energy, Inc. issued 18,750,000 shares of its common stock to the shareholders of Hydrodynamic Technology, Inc. in exchange for all the outstanding shares of Hydrodyanamic Technology, Inc.

On March 17, 2009, the Company issued 111,111 shares of Series A Preferred Stock along with a warrant to purchase 111,111 shares of Common Stock at a purchase price of $1.25 per share. The common stock and the warrant were issued to a foreign accredited investor for a purchase price of $100,000.00

Item 3 – Defaults Upon Senior Securities

None

Item 4 – Submission of Matters to a vote of Securities Holders .

On October 6, 2008, we amended our certificate of incorporation to (i) change our name from Bio Energy, Inc . to Cavitation Technologies, Inc.; (ii) effect a 7.5 for 1 forward split of our outstanding securities and (iii) increase our authorized shares of Common Stock to 100,000,000. We submitted the matter to our shareholder via written consent and a majority of the outstanding shares voted in favor of the amendment.

On March 16, 2009, we amended our certificate of incorporation to (i) increase the number of authorized shares to 110,000,000; (ii) designate 5,000,000 shares as Series A Preferred Stock and (iii) designate 5,000,00 shares as Series B Preferred Stock with the rights, preferences and privileges to be determined by the Board. We submitted the matter to our shareholder via written consent and a majority of the outstanding shares voted in favor of the amendment.

Item 5 – Other Information

None

Item 6 – Exhibits

The following exhibits are included as a part of this report by reference:

3.1 Amendment to Certificate of Incorporation

31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURE

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


	CAVITATION TECHNOLOGIES, INC.

May 13, 2009
	By:	/s/ Roman Gordon

		Roman Gordon, Chief Executive Officer

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

CAVITATION TECHNOLOGIES, INC.

Cavitation Technologies, Inc., a corporation organized and existing under the Laws of the State of Nevada, (the "Corporation"), pursuant to NRS 78.403, upon approval of its Board of Directors and approval by a majority of its shareholders, does hereby adopt the following as its Articles of Incorporation, replacing in their entirety, the Corporation's present Articles of Incorporation.

The Corporation's Articles of Incorporation of the Corporation are hereby amended and restated in its entirety to read as follows

ARTICLE 1. NAME

The name of this corporation (the “ Company ”), is Cavitation Technologies, Inc.

ARTICLE 2. PURPOSE

The purpose of this Company is to engage in any lawful act or activity for which corporations may be organized under the Chapter 78 of the Nevada Revised Statutes.

ARTICLE 3. CAPITAL STOCK

3.1 Authorized Capital

The total number of shares which this Company is authorized to issue is 110,000,000 consisting of 100,000,000 shares of common stock, $0.001 par value per share (“ Common Stock ”), and 10,000,000 shares of preferred stock (“Preferred Stock”), $0.001 par value per share (“ Preferred Stock ”). The Common Stock is subject to the rights and preferences of the Preferred Stock as hereinafter set forth, and the rights of all capital stock of the Company are subject to the rights of any future classes or series of capital stock of the Company which may from time to time be authorized and issued in accordance with these Articles of Incorporation and applicable law.

3.2 Preferred Stock

There shall be two series of Preferred Stock designated as follows: 5,000,000 shares designated as Series A Preferred Stock (the “Series A Preferred”), and 5,000,000 shares designated as Series B Preferred Stock. The Series A Preferred Shares shall bear such preferences, redemption features, liquidation, voting, conversion and other rights set forth below. The Series B Preferred Shares shall bear such preferences, dividend rights, redemption features liquidation, voting, conversion and other rights as the Board of Directors of this Company may in the future approve, and which shall be set forth in a certificate of designation which shall be filed with the Nevada Secretary of State.

3.2.1 Dividend Provisions.

(a) When and as declared by the Company’s Board of Director to the extent permitted under the Nevada Revised Statutes, the Company will pay preferential dividends to the holders of Series A Preferred as provided herein. Except as otherwise provided herein, dividends on each share of Series A Preferred will accrue from the date of issuance on a semiannual basis at a rate of $0.06 (6%) per annum for each share of Series A Preferred outstanding until the earlier of (i) such share of Series A Preferred has been converted pursuant to section 3.2.4, below or (ii) such share of Series A Preferred has been liquidated pursuant to section 3.2.2, below. Dividends shall accrue and be cumulative, whether or not they have been declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. Dividends shall be paid, at the Company’s option, in cash, in additional shares of Series A Preferred having an Original Issuance Price (determined two business days prior to the dividend reference date corresponding to such dividend payment) equal to the amount of such dividend or in shares of additional Series A Preferred having a closing market price (determined on the dividend reference date corresponding to such dividend payment) equal to the amount of such dividend. If such dividends are not declared and paid on the applicable dividend reference date, or if the Company is restricted from making any such declaration or payment by the terms of its organizational documents or any law or regulation, then any amounts of such dividends that are accrued and payable but unpaid shall be accumulated and added to the Original Issue Price of the Series A Preferred.

(b) If the Board of Directors declares and the Company pays dividends (whether payable in cash, property or securities) on the Common Stock, the holders of Series A Preferred shall be entitled to share ratably with the holders of the Common Stock and with any other holders of capital stock of the Company entitled to share in the same, on a pari passu basis, in any such dividends (with the dividend to the holders of the Series A Preferred Stock being an amount that would have been payable had each such share been converted to Common Stock immediately prior to the record date for determining shareholders eligible for the dividend (such assumed conversion being referred to herein as being “ on an as-converted basis ”)). At the option of the Company, in lieu of declaring and paying such dividends on the Series A Preferred Stock the amount of such dividends shall be accumulated and added to the Original Issue price of the Series A Preferred.

2. Dividend Reference Dates . The accrued dividends will be payable on September 30 and March 31 of each year commencing on September 30, 2009 (the “ Dividend Reference Dates ”) to the holders of record of the Series A Preferred Stock at the close of business on the 15 th day of the month immediately preceding the next Dividend Reference Date.

3. Distribution of Partial Dividend Payments . Except as otherwise provided herein, if at any time the Company elects to pay dividends payable to the holders of Series A Preferred, and pays less than the total amount of dividends then accrued with respect to the Series A Preferred, such payment will be distributed ratably among the holders of the Series A Preferred based upon the aggregate accrued but unpaid dividends on the shares of Series A Preferred held by each such holder, and any amounts of such dividends remaining thereafter shall be accumulated and shall be added to the Original Issue Price.

3.2.2 L iquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of this Company, either voluntary or involuntary, the holders of shares of Series A Preferred shall be entitled to receive, prior to and in preference to any distribution of any of the assets of this Company to the holders of the Common Stock, by reason of their ownership thereof, an amount per share equal to the sum of the price paid for each share at the time of its issuance by the Company (the “Original Issue Price”) plus any accrued by unpaid dividends pursuant to Section 3.2.1. The Original Issue Price for each outstanding share of Series A Preferred is $0.80 per share.

(b) If upon the occurrence of such event, the assets and the funds thus distributed among the holders of the Series A Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets of this Company legally available for distribution shall be distributed to all holders of the Series A Preferred in proportion to the number of shares of Series A Preferred held by such holders.

(c) Upon the completion of a distribution required by paragraph (a) of this Section 3.2.2, the holders of Common Stock of this Company shall be entitled to receive on a pro rata basis all remaining assets of the Company based on the number of shares of Common Stock held by each.

(d) For purposes of this Section 3.2.2, a liquidation, dissolution or winding up of the Company shall be deemed to be occasioned by a consolidation or merger of this Company with or into any other corporation or corporations (other than a merger solely to change the domicile of the corporation), or the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation), or the sale of all or substantially all of the assets of this Company, unless the stockholders of the Company hold at least 50% of the voting power of the surviving corporation in such a transaction.

(e) If any of the assets of this Company are to be distributed under this Section 3.2.2, or for any other purpose, in a form other than cash, then the Board of Directors of this Company shall be empowered to, and shall promptly determine the value of the assets to be distributed to the holders of shares of Preferred Stock or Common Stock. This Company shall, upon receipt of such determination, give prompt written notice of the determination to each holder of shares of Preferred Stock or Common Stock.

3.2.3 Redemption . The Series A Preferred shall not be redeemable.

3.2.4 Conversion . The holders of the Series A Preferred shall have the following conversion rights (the “Conversion Rights”):

(a) Right to Convert; Automatic Conversion.

(i) Subject to subparagraph (b) of this Section 3.2.4, each share of Series A Preferred shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this Company or any transfer agent for the Series A Preferred into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the shares’ Original Issue Price (plus all accrued dividends not previously paid or added to the Original Issue Price to the date of such conversion) by the then effective Conversion Price for such shares (as defined below), as last adjusted on the date that the certificate is surrendered for conversion. The conversion price (“Conversion Price”) per share at which shares of Common Stock shall be issuable upon conversion of shares of the Series A Preferred after the date hereof shall be $0.80; provided, however, that such Conversion Price shall be subject to adjustment as set forth in subparagraph (c) of this Section 3.2.4

(ii) Upon the third anniversary of the original issuance date (“ Automatic Conversion Date ”), each share of Series A Preferred shall automatically, and without any action on the part of the holder of such Share, convert into a number of shares of Common Stock computed by dividing such Share’s Original Issue Price (plus all accrued dividends not previously paid or added to the Original Issue Price to the date of such conversion) by the Conversion Price then in effect.

(b) Effective Time of Conversion . Except as otherwise provided herein, each conversion of Series A Preferred shall be deemed to have been effected as of the close of business on the Automatic Conversion Date in the case of an Automatic Conversion or, in all other cases, on the date that the certificate or certificates representing the Series A Preferred to be converted have been surrendered for conversion at the principal office of the Company. At the time any such conversion has been effected, the rights of the holder of the shares converted as a holder of Series A Preferred shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. Notwithstanding any other provision hereof, if a conversion of Series A Preferred is to be made in connection with a Liquidation or other transaction affecting the Company, the conversion of any shares of Series A Preferred may, at the election of the holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated.

(c) Certificates . As soon as possible after a conversion has been effected (but in any event within five business days in the case of subparagraph (i) below), the Company shall deliver to the converting holder:

(i) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and

(ii) a certificate representing any Shares of Series A Preferred which were represented by the certificate or certificates delivered to the Common in connection with such conversion but which were not converted.

The issuance of certificates for shares of Common Stock upon conversion of Series A Preferred shall be made without charge to the holders of such Series A Preferred for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of shares of Common Stock.

(d) Fractional Shares . If any fractional share of Common Stock would, except for the provisions of this subparagraph, be delivered upon any conversion of the Series A Preferred, the Company, in lieu of delivering the fractional share therefor, shall pay an amount in cash to the holder thereof equal to the market price of such fractional share as of the date of conversion or, if the Company is restricted from making such payment by the terms of its organizational documents, or any law or regulation, as reasonably determined by the Board of Directors of the Company, the Company may round such fractional share up or down, as the case may be, to the nearest whole share.

(e) Issuance of Conversion Stock . Upon conversion of each share of Series A Preferred, the Company shall take all such actions as are necessary in order to ensure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof, other than those imposed by the holder of such share and restrictions arising under applicable securities laws. The Company shall not close its books against the transfer of Series A Preferred or of Common Stock issued or issuable upon conversion of Series A Preferred in any manner which interferes with the timely conversion of Series A Preferred. The Company shall assist and cooperate with any holder of shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of shares hereunder (including, without limitation, making any filings required to be made by the Company). All shares of Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange or the trading market upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

(f) Reservation of Shares of Common Stock . The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of the Series A Preferred, such number of shares of Common Stock as are issuable upon the conversion of all outstanding Series A Preferred. The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of the Series A Preferred.

3.2.5 Adjustments to Conversion Price.

(a) Adjustments for Subdivisions, Combinations or Consolidation of Common Stock. In the event the outstanding shares of Common Stock shall be subdivided (by stock split, stock dividend, or otherwise), into a greater number of shares of Common Stock, the Conversion Price then in effect shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, the Conversion Price then in effect shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased.

(b) Adjustments for Other Distributions. In the event this Company at any time or from time to time makes, or fixes a record date for the determination of holders of Common Stock entitled to receive any distribution payable in securities of this Company other than shares of Common Stock and other than as otherwise adjusted in this Section 3.2.5, then, and in each such event, provision shall be made so that the holders of Series A Preferred shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of this Company which they would have received had their Series A Preferred been converted into Common Stock on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this Section 3.2.5 with respect to the rights of the holders of the Series A Preferred.

(c) Adjustments for Reclassification, Exchange and Substitution. If the Common Stock issuable upon conversion of the Series A Preferred shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), the Conversion Price then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted such that the Series A Preferred shall be convertible into, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders upon conversion of the Series A Preferred immediately before that change.

(d) No Impairment . This Company will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by this Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 3.2.5 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Series A Preferred against impairment.

( e ) No Fractional Shares and Certificate as to Adjustments.

(i) No fractional shares shall be issuable upon conversion of any share or shares of Series A Preferred; and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share. If any fractional interest in a share of Common Stock would, except for the provisions of this subparagraph (f), be deliverable upon conversion of either the Series A Preferred then being converted by a shareholder, this Company shall pay to the holders of such converted stock an amount in cash equal to the current market value of such fractional interest, as determined by the Board of Directors.

(ii) Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 3.2.5, this Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Series A Preferred a certificate of an officer of this Company setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. This Company shall, upon the written request at any time of any holder of either Series A Preferred, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of Series A Preferred.

( iii ) Notices of Record Date. In the event of any taking by this Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, this Company shall mail to each holder of Series A Preferred, at least ten (10) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

(iv) Reservation of Stock Issuable Upon Conversion. This Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series A Preferred such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of both the Series A Preferred; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of both the Series A Preferred, this Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(v) Notices. Any notice required by the provisions of this Section 3.2.5 to be given to the holders of shares of Series A Preferred shall be deemed given three (3) days after deposit in the United States first class, certified or registered mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of this Company.

3.2.4 Rights. Except as otherwise required by law or by Section 3.2.5 hereof, the holder of each share of Common Stock issued and outstanding shall have one (1) vote and the holders of each share of Series A Preferred shall be entitled to the number of votes equal to the number of shares of Common Stock into which such share of Series A Preferred could be converted at the record date for determination of the shareholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited, such votes to be counted together with all other shares of stock of this Company having general voting power and not separately as a class. Holders of shares of Common Stock and of shares of either Series A Preferred shall be entitled to notice of any shareholders’ meeting in accordance with the Bylaws of this Company. All holders of Series A Preferred shall be entitled to vote on all matters upon which the holders of Common Stock are entitled to vote. Fractional votes by the holders of Series A Preferred shall not, however, be permitted and any fractional voting rights shall (after aggregating all shares into which shares of Series A Preferred held by each holder could be converted) be rounded to the nearest whole number.

3.2.5 Status of Converted Stock. In case any shares of Series A Preferred shall be converted pursuant to Section 3.2.5 hereof, the shares so converted shall be canceled and shall not be reissuable.

ARTICLE 4. PROTECTIVE PROVISIONS

The Company shall not, without the vote or written consent of not less than a majority of the outstanding shares of Series A Preferred Stock voting as a separate class:

(a) alter or change the rights, preferences or privileges of the Series A Preferred Stock in any manner adversely affecting the rights of the Series A Preferred Stock;

(b) create or issue any new Preferred Stock or any other class or series of equity securities of the Company having a preference senior to the Series A Preferred Stock with respect to redemption or voting rights;

(c) except as otherwise permitted herein, pay or declare any dividend on or other distribution with respect to any junior securities (except dividends payable solely in the securities in respect of which such dividends are paid or in shares of Common Stock); or

(d) except as expressly set forth herein, apply any of the Company’s assets to the redemption, retirement, purchase or acquisition, directly or indirectly, through subsidiaries or otherwise, of any junior securities (other than Common Stock from employees, officers or directors of the Company or its subsidiaries upon termination of employment pursuant to the terms of agreements approved by the Company’s board of directors.

ARTICLE 5. SHAREHOLDER ACTION WITHOUT MEETING

Any action that may be taken at a meeting of the shareholders may be taken without a meeting, prior notice or a vote if the action is taken by written consent delivered to the Company of all shareholders entitled to vote on the action, and the power of shareholders to take any action by written consent of less than all shareholders entitled to vote of such action is specifically denied. Any consent delivered to the Company pursuant to this Article shall be inserted in the minute book as if it were the minutes of a meeting of the shareholders.

ARTICLE 5. LIMITATION ON DIRECTOR LIABILITY

To the fullest extent permitted by Nevada law and subject to the bylaws of this Company, a director of this Company shall not be liable to the Company or its shareholders for monetary damages for his or her conduct as a director. Any amendment to or repeal of this Article shall not adversely affect any right of a director of this Company hereunder with respect to any acts or omissions of the director occurring prior to amendment or repeal.

ARTICLE 6. INDEMNIFICATION OF DIRECTORS

To the fullest extent permitted by its bylaws and Nevada law, this Company is authorized to indemnify any of its directors. The Board of Directors shall be entitled to determine the terms of indemnification, including advance of expenses, and to give effect thereto through the adoption of bylaws, approval of agreements, or by any other manner approved by the Board of Directors. Any amendment to or repeal of this Article shall not adversely affect any right of an individual with respect to any right to indemnification arising prior to such amendment or repeal.

In witness whereof, we have subscribed our names this 13 th day of March, 2009:

CAVITATION TECHNOLOGIES, INC.

______________________

Roman Gordon, CEO and Secretary

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, R.L. Hartshorn, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cavitation Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant’s internal control over financial reporting.



May 14, 2009	By:	/s/ R.L. Hartshorn
		R.L. Hartshorn
		Chief Financial Officer

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Roman Gordon, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cavitation Technologies, Inc.;

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant’s internal control over financial reporting.



May 14, 2009		/s/ Roman Gordon
		Roman Gordon

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Solely for the purposes of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned Principal Financial Officer of Cavitation Technologies, Inc. (the “Company”), hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



May 14, 2009		/s/ R.L. Hartshorn
		R.L. Hartshorn
		Chief Financial Officer

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Solely for the purposes of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned Principal Executive Officer of Cavitation Technologies, Inc. (the “Company”), hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



May 14, 2009		/s/ Roman Gordon
		Roman Gordon
		Chief Executive Officer and Secretary