8-K 1 v129711_8k.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 Date of Report (Date of Earliest Event Reported):
October 24, 2008
CAVITATION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
333-138074
 
20-4907818
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
Identification No.)
 
 
 
 
 
10019 Canoga Ave,
Chatsworth, California
 
91311
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:
 
 
Former name or former address, if changed since last report
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

FORWARD LOOKING STATEMENTS
 
This current report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future results of operation or future financial performance, including, but not limited to, the following: statements relating to our ability to raise sufficient capital to finance our planned operations, our ability to develop brand recognition with resellers and consumers, develop our current and future products, increase sales and our estimates of cash expenditures for the next 12 months. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events.
 
In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
 
As used in this current report and unless otherwise indicated, the terms “we”, “us” and “our company” refer to Cavitation Technologies, Inc.
 
ITEM 2.01 Completion of Acquisition of Disposition of Assets.
 
On October 24, 2008, the registrant completed an acquisition of all of the outstanding shares of Hydro Dynamic Technologies, Inc. (“Hydro”) from its shareholders. Under the terms of the share exchange agreement, the registrant issued 18,750,000 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 Hydro. A copy of the share exchange agreement is attached as Exhibit 2.01. The registrant will file the financial statements of Hydro at the time it files a subsequent 8-K under item 5.06
 
ITEM 8.01 Other Events.
 
In connection with the share exchange discussed under Section 2.01, above, Hydro cancelled 9,468,750 shares of Common Stock (1,262,500 pre forward split shares) that had been previously issued to them by the registrant.
 
ITEM 9.01 Exhibits
 
Exhibit 2.01 Share Exchange Agreement
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   Dated: October 24, 2008
 
 
 
 
 
 
 
 
By:
/s/ Roman Gordon
 
 
Roman Gordon
 
 
Chief Executive Officer