UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

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

For the quarterly period ended December 31, ~~2018~~2019

~~[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934~~

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

For the transition period from ___________to ____________

Commission File Number001-37464

CEMTREX, INC.

(Exact name of registrant as specified in its charter)

Delaware

30-0399914

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

~~30-30 47th Avenue, Long Island City,~~276 Greenpoint Ave, Suite 208, Brooklyn, NY		~~11101~~11222
(Address of principal executive offices)		(Zip Code)

631-756-9116

~~(Registrant’s~~(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock	CETX	Nasdaq Capital Market
Series 1 Preferred Stock	CETXP	Nasdaq Capital Market
Series 1 Warrants	CETXW	Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]

Yes

[ ]

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

[X]

Yes

[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer [ ]	Accelerated filer [ ]
	Non-accelerated filer [ ]	Smaller reporting company [X]
		Emerging growth company [X] ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ]

Yes

[X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of February ~~11, 2019,~~17, 2020, the issuer had ~~14,149,698~~6,547,702 shares of common stock issued and outstanding.

Table of Contents

CEMTREX, INC. AND SUBSIDIARIES

INDEX

		Page

PART I. FINANCIAL INFORMATION

Item 1.		Financial Statements

	CondensedConsolidated Balance Sheets as of December 31, ~~2018~~2019 and September 30, ~~2018~~2019 (Unaudited)	3

	CondensedConsolidated Statements of Operations and Comprehensive Income/(Loss) for the three months ended December 31, ~~2018~~2019 and December 31, ~~2017~~2018 (Unaudited)	4

	Consolidated Statement of Stockholders’ Equity for the three months ended December 31, 2019 (Unaudited)	5

	Consolidated Statement of Stockholders’ Equity for the three months ended December 31, 2018 (Unaudited)	6

	CondensedConsolidated Statements of Cash Flow for the three months ended December 31, ~~2018~~2019 and December 31, ~~2017~~2018 (Unaudited)	57

	Notes to Unaudited Condensed Consolidated Financial Statements	68

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	1719

Item 4.		Controls and Procedures	2123

PART II. OTHER INFORMATION

Item 1.		Legal Proceedings	2224

Item 1A Risk Factors		24

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	2224

Item 6. Exhibits		~~Exhibits~~	2325

SIGNATURES		2526

Part I. Financial Information

Item 1. Financial Statements

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

December 31, 2018 September 30, 2018
Assets
Current assets
Cash and equivalents $ 818,548 $ 973,772
Restricted Cash 1,360,487 1,342,163
Accounts receivable, net 11,580,282 13,945,655
Trade receivables - related party - 165,220
Inventory, net 13,362,007 11,354,458
Prepaid expenses and other current assets 3,775,941 4,132,996
Total current assets 30,897,265 31,914,264

Property and equipment, net 26,342,873 27,300,654
Goodwill 3,322,819 3,322,818
Investment in Vicon 1,356,495 1,699,271
Other assets 3,165,528 3,093,607
Total Assets $ 65,084,980 $ 67,330,614

Liabilities & Stockholders’ Equity
Current liabilities
Accounts payable $ 9,074,976 $ 7,068,005
Accounts payable to related party 2,000 -
Short-term liabilities 5,969,187 10,913,703
Deposits from customers 328,196 50,619
Accrued expenses 5,896,286 2,333,938
Deferred revenue 976,632 970,590
Accrued income taxes 424,895 565,513
Total current liabilities 22,672,172 21,902,368

Long-term liabilities
Loans payable to bank, net of current portion 3,905,427 4,206,468
Long-term capital lease, net of current portion 38,486 44,081
Notes payable, net of current portion 309,455 276,639
Mortgage payable, net of current portion 3,461,323 3,568,545
Deferred tax liabilities 2,051,499 2,051,847
Total long-term liabilities 9,766,190 10,147,580
Total liabilities 32,438,362 32,049,948

Commitments and contingencies - -

Shareholders’ equity
Preferred stock , $0.001 par value, 10,000,000 shares authorized, Series 1, 3,000,000 shares authorized, 2,009,946 shares issued and outstanding as of December 31, 2018 and 1,914,168 shares issued and outstanding as of September 30, 2018 (liquidation value of $10 per share) 2,010 1,914
Series A, 1,000,000 shares authorized, issued and outstanding at December 31, 2018 and September 30, 2018 1,000 1,000
Common stock, $0.001 par value, 20,000,000 shares authorized, 13,385,108 shares issued and outstanding at December 31, 2018 and 12,973,730 shares issued and outstanding at September 30, 2018 13,385 12,973
Additional paid-in capital 32,842,394 31,485,320
Retained earnings 1,128,678 4,262,756
Accumulated other comprehensive income/(loss) (1,340,849 ) (483,297 )
Total shareholders’ equity 32,646,618 35,280,666
Total liabilities and shareholders’ equity $ 65,084,980 $ 67,330,614

	December 31,			September 30,
	2019			2019
Assets
Current assets
Cash and equivalents	$	3,963,958		$	1,769,994
Restricted cash		1,233,269			1,088,091
Short-term investments		114,056			412,730
Accounts receivables, net		6,651,359			6,458,984
Accounts receivables - related party		597,109			227,019
Notes receivable - short-term		1,713,371			1,713,371
Inventory –net of allowance for inventory obsolescence		5,272,892			5,207,155
Prepaid expenses and other assets		2,226,377			2,000,265
Total current assets		21,772,391			18,877,609

Property and equipment, net		16,566,566			16,776,552
Right-of-use assets		1,142,279			-
Goodwill		4,370,894			4,370,894
Notes receivable - long-term		1,586,918			1,586,918
Deferred tax asset		2,282,867			2,282,867
Other		991,654			497,857
Total Assets	$	48,713,569		$	44,392,697

Liabilities & Stockholders’ Equity
Current liabilities
Accounts payable	$	3,318,695		$	4,236,945
Short-term liabilities		9,600,331			6,817,534
Lease liabilities - short-term		476,808			22,718
Deposits from customers		35,462			33,074
Accrued expenses		2,715,205			2,673,646
Deferred revenue		1,711,099			1,433,803
Accrued income taxes		419,353			419,541
Total current liabilities		18,276,953			15,637,261

Long-term liabilities
Loans payable to bank, net of current portion		2,005,405			2,240,526
Long-term lease liabilities, net of current portion		665,471			20,061
Notes payable, net of current portion		3,083,493			2,817,661
Other long-term liabilities		1,177,590			1,221,549
Deferred Revenue - long-term		476,221			489,535
Total long-term liabilities		7,408,180			6,789,332

Total liabilities		25,685,133			22,426,593

Commitments and contingencies		-			-

Stockholders’ equity
Preferred stock , $0.001 par value, 10,000,000 shares authorized,
Series 1, 3,000,000 shares authorized, 2,216,683 shares issued and outstanding as of December 31, 2019 and 2,110,718 shares issued and outstanding as of September 30, 2019 (liquidation value of $10 per share)		2,217			2,111
Series A, 1,000,000 shares authorized, issued and outstanding at December 31, 2019 and September 30, 2019		1,000			1,000
Series C, 100,000 shares authorized, issued and outstanding at December 31, 2019		100			-
Common stock, $0.001 par value, 20,000,000 shares authorized, 4,424,583 shares issued and outstanding at December 31, 2019 and 3,962,790 shares issued and outstanding at September 30, 2019		4,424			3,963
Additional paid-in capital		42,040,809			40,344,837
Accumulated deficit		(21,461,500	)		(20,067,685	)
Accumulated other comprehensive income (loss)		1,379,030			796,004
Cemtrex stockholders’ equity		21,966,080			21,080,230
Non-controlling interest		1,062,356			885,874
Total liabilities and stockholders’ equity	$	48,713,569		$	44,392,697

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss)

(Unaudited)

For the three months ended
December 31,
2018 2017
Revenues
Advanced Technologies Revenue $ 467,835 $ -
Electronics Manufacturing Revenue 11,026,253 20,443,101
Industrial Technology Revenue 5,790,456 11,938,799
Total revenues 17,284,544 32,381,900

Cost of revenues
Cost of Sales, Advanced Technologies 192,365 -
Cost of Sales, Electronics Manufacturing 6,512,329 13,187,955
Cost of Sales, Industrial Technology 3,584,728 8,669,453
Total cost of revenues 10,289,422 21,857,408
Gross profit 6,995,122 10,524,492

Operating expenses
General and administrative 8,240,174 9,507,584
Research and development 379,517 149,217
Total operating expenses 8,619,691 9,656,801
Operating income/(loss) (1,624,569 ) 867,691

Other income (expense)
Other Income (expense) 47,643 291,767
Interest Expense (189,747 ) (368,461 )
Total other income (expense) (142,104 ) (76,694 )

Net income (loss) before income taxes and equity interest (1,766,673 ) 790,997
Income tax (expense)/benefit (66,849 ) (59,006 )
Earnings/(loss) in equity interests (342,776 ) -
Net income (loss) (2,176,298 ) 731,991

Preferred dividends paid 957,780 -
Net income/(loss) available to common shareholders $ (3,134,078 ) $ 731,991

Other comprehensive income/(loss)
Foreign currency translation gain/(loss) (857,552 ) 631,045
Comprehensive income/(loss) available to common shareholders $ (3,991,630 ) $ 1,363,036

Income/(loss) Per Common Share-Basic $ (0.24 ) $ 0.07
Income/(loss) Per Common Share-Diluted $ (0.24 ) $ 0.07

Weighted Average Number of Common Shares-Basic 13,110,211 10,486,770
Weighted Average Number of Common Shares-Diluted 13,110,211 10,644,723

	For the three months ended
	December 31, 2019			December 31, 2018
Revenues		12,220,083			5,717,589
Cost of revenues		6,871,597			3,530,003
Gross profit		5,348,486			2,187,586

Operating expenses
General and administrative		4,852,957			3,334,561
Research and development		376,586			379,517
Total operating expenses		5,229,543			3,714,078
Operating income/(loss)		118,943			(1,526,492	)

Other income (expense)
Other Income (expense)		224,325			(10,560	)
Loss in equity interests		-			(342,776	)
Interest expense		(482,522	)		(115,266	)
Total other expense, net		(258,197	)		(468,602	)

Net loss before income taxes		(139,254	)		(1,995,094	)
Income tax benefit		-			50
Loss from continuing operations		(139,254	)		(1,995,044	)

Loss from discontinued operations, net of tax		-			(181,254	)

Net loss		(139,254	)		(2,176,298	)

Less noncontrolling interest		(194,911	)		-
Net Income/(loss)		(334,165	)		(2,176,298	)
Preferred dividends paid		1,059,650			957,780
Net loss available to Cemtrex, Inc. shareholders		(1,393,815	)		(3,134,078	)

Other comprehensive income/(loss)
Foreign currency translation gain/(loss)		583,026			(857,552	)
Other comprehensive loss attribitable to noncontrolling interest		(18,429	)		-
Comprehensive income/(loss)		564,597			(857,552	)

Comprehensive loss	$	(829,218	)	$	(3,991,630	)

Loss Per Share-Basic
Continuing Operations	$	(0.34	)	$	(1.80	)
Discontinued Operations	$	-		$	(0.11	)
Loss Per Share-Diluted
Continuing Operations	$	(0.34	)	$	(1.80	)
Discontinued Operations	$	-		$	(0.11	)

Weighted Average Number of Shares-Basic		4,086,609			1,638,776
Weighted Average Number of Shares-Diluted		4,086,609			1,638,776

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Cemtrex, Inc. and Subsidiaries

CondensedConsolidated ~~Statements~~Statement of ~~Cash Flows~~Stockholders’ Equity

(Unaudited)

For the three months ended
December 31,
2018 2017
Cash Flows from Operating Activities

Consolidated net income/(loss) $ (2,176,298 ) $ 731,991
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation and amortization 1,077,262 841,855
Deferred revenue 6,042 20,983
Change in allowance for inventory obsolescence - 623,775
Share-based compensation 36,108 -
Interest expense on convertible debt - 109,144
Loss on equity interests 342,776 -
Changes in operating assets and liabilities net of effects from acquisition of subsidiaries:
Accounts receivable 2,365,373 (2,379,205 )
Trade receivables - related party 165,220 -
Inventory (2,007,549 ) 3,798,092
Prepaid expenses and other assets 357,055 (782,447 )
Other assets (71,921 ) (89,268 )
Accounts payable 2,006,971 800,010
Accounts payable to related party 2,000 -
Deposits from customers 277,577 -
Accrued expenses 3,562,348 (569,336 )
Income taxes payable (140,618 ) (57,286 )
Net cash provided by operating activities 5,802,346 3,048,308

Cash Flows from Investing Activities
Purchase of property and equipment (548,361 ) (2,344,266 )
Net cash used by investing activities (548,361 ) (2,344,266 )

Cash Flows from Financing Activities
Proceeds from notes payable - 2,300,000
Payments on notes payable (143,882 ) (144,977 )
Payments on secured loan (2,154,561 ) -
Payments on bank loans (779,173 ) (360,543 )
Proceeds from at-the-market offering 150,721 -
Expenses on at-the-market offering (12,027 ) -
Revolving line of credit (2,446,368 ) (473,936 )
Payments on caplital lease obligations (5,595 ) -
Net cash provided/(used) by financing activities (5,390,885 ) 1,320,544

Net increase (decrease) in cash (136,900 ) 2,024,586
Cash beginning of period 2,315,935 11,974,752
Cash end of period $ 2,179,035 $ 13,999,338

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 166,547 $ 259,317

Cash paid during the period for income taxes $ 140,618 $ 57,286

Supplemental Schedule of Non-Cash Investing and Financing Activities
Payment of convertible notes in common stock $ - $ 220,000
Payment of interest on convertible notes in common stock $ - $ 109,144
Payment of short-term notes payable in common stock $ 225,000 $ -
Dividends paid in equity shares $ 957,780 $ -

	Preferred Stock Series 1				Preferred Stock Series A				Preferred Stock Series C				Common Stock Par						Retained			Accumulated
	Par Value $0.001				Par Value $0.001				Par Value $0.001				Value $0.01				Additional		Earnings			other		Cemtrex			Non-
	Number of				Number of				Number of				Number of				Paid-in		(Accumulated			Comprehensive		Stockholders’			controlling
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit)			Income(loss)		Equity			interest
Balance at September 30, 2019		2,110,718	$	2,111		1,000,000	$	1,000		-	$	-		3,962,790	$	3,963	$	40,344,837	$	(20,067,685	)	$	796,004	$	21,080,230		$	885,874
Comprehensive income																							564,597		564,597
Share-based compensation										100,000		100						119,004							119,104
Shares issued to pay accounts payable														18,358		18		27,565							27,583
Shares sold in Securities Purchase Agreements														338,393		338		359,712							360,050
Stock issued to pay notes payable														105,042		105		130,147							130,252
Dividends paid in Series 1 preferred shares		105,965		106														1,059,544		(1,059,650	)				-
Noncontrolling interest																							18,429		18,429			176,482
Net loss																				(334,165	)				(334,165	)
Balance at December 31, 2019		2,216,683	$	2,217		1,000,000	$	1,000		100,000	$	100		4,424,583	$	4,424	$	42,040,809	$	(21,461,500	)	$	1,379,030	$	21,966,080		$	1,062,356

The accompanying notes are an integral part of these unaudited condensed consolidated financial ~~statement~~statements.

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity (Continued)

(Unaudited)

	Preferred Stock Series 1				Preferred Stock Series A				Common Stock Par						Retained			Accumulated
	Par Value $0.001				Par Value $0.001				Value $0.01				Additional		Earnings			other			Cemtrex			Non-
	Number of				Number of				Number of				Paid-in		(Accumulated			Comprehensive			Stockholders’			controlling
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit)			Income(loss)			Equity			interest
Balance at September 30, 2018		1,914,168	$	1,914		1,000,000	$	1,000		1,621,719	$	1,622	$	31,496,671	$	4,262,756		$	(483,297	)	$	42,344,777		$	-
Foreign currency translations		-		-		-		-		-		-		-		-			(857,552	)		(857,552	)
Share-based compensation		-		-		-		-		-		-		36,108		-			-			36,108
Stock issued in Subscription Rights Offering		-		-		-		-		25,126		25		138,669		-			-			138,694
Stock issued to pay notes payable		-		-		-		-		26,342		26		224,974		-			-			225,000
Dividends paid in Series 1 preferred shares		95,778		96		-		-		-		-		957,684		(957,780	)		-			-
Net loss		-		-		-		-		-		-		-		(2,176,298	)		-			(2,176,298	)
Balance at December 31, 2018		2,009,946	$	2,010		1,000,000	$	1,000		1,673,187	$	1,673	$	32,854,106	$	1,128,678		$	(1,340,849	)	$	32,646,618		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the three months ended
	December 31,
	2019			2018
Cash Flows from Operating Activities

Net loss	$	(139,254	)	$	(2,176,298	)
Net loss from discontinued operations		-			(181,254	)
Net loss from continuing operations		(139,254	)		(1,995,044	)

Adjustments to reconcile net loss to net cash provided/(used) by operating activities:
Depreciation and amortization		674,353			640,215
Gain/(loss) on disposal of property & equipment		826			-
Amortization of right-of-use assets		162,713			-
Change in allowance for inventory obsolescence		(19,569	)		-
Change in allowance for doubtful accounts		4,362			-
Share-based compensation		119,104			36,108
Interest expense paid in equity shares		30,252			-
Loss on equity interests		-			342,776
Changes in operating assets and liabilities net of effects from acquisition of subsidiaries:
Accounts receivable		(196,737	)		1,246,088
Accounts receivable - related party		(370,090	)		167,220
Inventory		(46,168	)		(1,439,893	)
Prepaid expenses and other curent asstets		(226,112	)		(414,116	)
Other assets		(493,797	)		(71,921	)
Other liabilities		(43,959	)		-
Accounts payable		(890,667	)		2,079,745
Deposits from customers		2,388			277,577
Accrued expenses		327,612			351,524
Deferred revenue		263,982			6,042
Income taxes payable		(188	)		397
Net cash provided/(used) by operating activities - continuing operations		(840,949	)		1,226,718
Net cash provided by operating activities - discontinued operations		-			4,575,628
Net cash provided/(used) by operating activities		(840,949	)		5,802,346

Cash Flows from Investing Activities
Purchase of property and equipment		(465,193	)		(428,879	)
Proceeds from sale of marketable securities		298,674			-
Net cash used by investing activities - continuing operations		(166,519	)		(428,879	)
Net cash used by investing activities - discontinued operations		-			(119,482	)
Net cash used by investing activities		(166,519	)		(548,361	)

Cash Flows from Financing Activities
Proceeds from notes payable		2,990,000			-
Payments on notes payable		(109,520	)		(143,882	)
Payments on bank loans		(236,153	)		(495,629	)
Proceeds from securities purchase agreements		379,000			150,721
Expenses on securities purchase agreements		(18,950	)		(12,027	)
Revolving line of credit		(16,872	)		(1,101,340	)
Payments on lease liabilities		(205,492	)		(5,595	)
Net cash provided/(used) by financing activities - continuing operations		2,782,013			(1,607,752	)
Net cash provided/(used) by financing activities - discontinued operations		-			(2,925,581	)
Net cash provided/(used) by financing activities		2,782,013			(4,533,333	)

Effect of currency translation		564,597			(857,552	)
Net increase in cash		1,774,545			720,652
Cash beginning of period		2,858,085			2,315,935
Cash end of period	$	5,197,227		$	2,179,035

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest	$	176,218		$	166,547

Cash paid during the period for income taxes	$	188		$	140,618

Supplemental Schedule of Non-Cash Investing and Financing Activities
Payment of convertible notes in common stock	$	-		$	220,000
Stock issued to pay accounts payable	$	27,583		$	-
Stock issued to pay notes payable	$	130,252		$	-
Dividends paid in equity shares	$	1,059,650		$	915,080
Amortization of original issue discounts on notes payable	$	133,833		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Cemtrex Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION AND PLAN OF OPERATIONS

The Company continuously assesses the composition of its portfolio businesses to ensure it is aligned with its strategic objectives and positioned to maximize growth and return in the coming years. During fiscal 2019, the Company made a strategic decision to exit its Electronics Manufacturing group by selling all companies in that business segment on August 15, 2019. Accordingly, the Company has reported the results of the Electronics Manufacturing business as discontinued operations in the Consolidated Statements of Income and in the Consolidated Balance Sheets. These changes have been applied for all periods presented. During fiscal 2019, the Company also reached a strategic decision to exit the environmental products business which was part of Industrial Services group. Accordingly, the Company has reported the results of the environmental control products business as discontinued operations in the Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) and in the Condensed Consolidated Statements of Cash Flows.

Now the Company has two business segments, consisting of (i) Advanced Technologies (AT) and (ii) Industrial Services (IS)

Advanced Technologies (AT)

Cemtrex’s Advanced Technologies segment delivers cutting-edge technologies in the IoT, Wearables and Smart Devices, such as the SmartDesk. Through the Company’s advanced engineering and product design, they deliver progressive design and development solutions to create impactful experiences for mobile, web, virtual and augmented reality, wearables and television as well as providing cutting edge, mission critical security and video surveillance. Through its Cemtrex VR division, the Company is developing a wide variety of applications for virtual and augmented reality markets.

~~Cemtrex has developed a cutting edge IoT product,~~The AT business segment also includes the ~~SmartDesk, over~~Company’s majority owned subsidiary, Vicon Industries, which provides end-to-end security solutions to meet the ~~last eighteen months to revolutionize the desktop PC market. The SmartDesk is custom engineered~~toughest corporate, industrial and ~~manufactured by Cemtrex with over eighteen patents pending around the product. SmartDesk combines~~governmental security challenges. Vicon’s products include browser-based Video monitoring systems and ~~reimagines the needs~~facial recognition systems, cameras, servers, and access control systems for every aspect of ~~the modern office workstation~~security and surveillance in ~~a sleek, clutter-free design. The product includes 72 inches of touch display monitors, proprietary patent-pending touch~~industrial and ~~gesture control, digital phone~~commercial facilities, federal prisons, hospitals, universities, schools, and ~~webcam, integrated document scanner, wireless smartphone charging,~~federal and ~~a built-in keyboard / trackpad with an electric-powered, adjustable-height desk.~~

The Company is marketing this product to both consumers and enterprises alike. The Company currently markets this product directly to consumers but is also bringing on value added resellers (VARs) to reach enterprise customers. Cemtrex has received pre-orders from large Fortune 500 organizations like Black & Decker and United airlines. The Company will start fulfilling most SmartDesk orders in its fiscal second quarter. The Company also offers white glove installation, extended warranties, and accessories to go along with the SmartDesk.

state government offices.

~~Electronics Manufacturing (EM)~~

Industrial Services (IS)

Cemtrex’s Electronics Manufacturing (EM) segment provides end to end electronic manufacturing services, which includes product design and sustaining engineering services, printed circuit board assembly and production, cabling and wire harnessing, systems integration, comprehensive testing services and completely assembled electronic products.

Cemtrex works with industry leading OEMs in their outsourcing of advanced manufacturing services by forming a long-term relationship as an electronics manufacturing partner. We work in close relationships with our customers throughout the entire electronic lifecycle of a product, from design, manufacturing, and distribution. The Company seeks to grow the business through the addition of new, high quality customers, the expansion of its share of business with existing customers and participating in the growth of existing customers.

Using its manufacturing capabilities, the Company provides customers with advanced product assembly and system level integration combined with test services to meet the highest standards of quality. Through its agile manufacturing environment, we can deliver low and medium volume and mix services to our clients. Additionally, we design, develop, and manufacture various interconnects and cable assemblies that often are sold in conjunction with its PCBAs to enhance value for their customers. The Company also provides engineering services from new product introductions and prototyping, related testing equipment, to product redesigns.

~~Industrial Technology (IT)~~

~~Cemtrex’s Industrial Technology (IT)~~IS segment, offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers. ~~The segment also sells a complete line of air filtration and environmental control products to~~We install high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation, packaging, and chemicals among others. We are a leading provider of reliability-driven maintenance and contracting solutions for the machinery, packaging, printing, chemical, and other manufacturing markets. The focus is on customers ~~in industries such as: chemical, cement, steel, food, construction, mining, & petrochemical worldwide.~~seeking to achieve greater asset utilization and reliability to cut costs and increase production from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty welding services, and high-quality scaffolding.

The Company believes its ability to attract and retain new customers comes from their ongoing commitment to understanding its customers’ business performance requirements and our expertise in meeting or exceeding these requirements and enhancing their competitive edge. We work closely with our customers from an operational and senior executive level to achieve a deep understanding of our customer’s goals, challenges, strategies, operations, and products to ultimately build a long-lasting successful relationship.

~~Recent Developments~~

In December 2017, Company set up a subsidiary named Cemtrex Technologies Pvt. Ltd., by acquiring certain fixed assets consisting of computers, hardware and proprietary software from a private third party located in Pune, India, to carry out software and prototype development work related to new Virtual & Augmented Reality applications and Smart Technology products to be produced by Cemtrex Advanced Technologies Inc., located in New York.

In January 2018, the Company completed the consolidation of its Paderborn EM factory into the EM factory at Neulingen, Germany to create economies of scale. However, the ROB Logistics and ROB Assets subsidiaries remained at the Paderborn location.

The Company continues to experience weakness in new orders in its environmental instruments and control products markets both domestically and internationally. Revenues in that segment continue to be down as fewer number of projects are being decided and awarded due to relaxation of numerous environmental regulations under the current administration. Company has shifted its focus into smart devices and virtual reality applications, and hence the Company will continue to reduce its presence in the environmental instruments and control products markets in the coming year.

~~Vicon Industries, Inc.~~

On March 23, 2018, in a private resale transaction, Cemtrex purchased 7,284,824 shares of common stock and a warrant to purchase an additional 1,500,000 shares of common stock of Vicon Industries, Inc. (OTCMKTS: VCON), (“Vicon”), from former Vicon shareholder NIL Funding Corporation, pursuant to the terms of a Securities Purchase Agreement. Cemtrex’s purchase of the Vicon Industries common stock and warrant resulted in its beneficial ownership of approximately 46% of the outstanding shares of common stock of Vicon. Cemtrex purchased the shares of common stock and warrant of Vicon Industries in exchange for 1,012,625 shares of Cemtrex common stock. Following the closing of the transaction, Saagar Govil, Cemtrex’s Chairman and Chief Executive Officer, and Aron Govil, Cemtrex’s Executive Director, joined the Vicon Industries Board of Directors and Saagar Govil assumed the position of Chief Executive Officer of Vicon Industries. The Company had elected to account for Vicon using the equity method.

On August 8, 2018, the Company entered into a Research and Development Services Agreement (the “Agreement”) with Vicon to provide Vicon with outsourced software development services. Vicon is transitioning its principal Israeli based software development activities to the Company’s India based services group, which has now assumed principal software coding and test responsibilities for Vicon. The outsourcing of these activities is expected to materially reduce the Vicon’s software development costs and provide development efficiencies, which should help expedite its software roadmap. The terms of the Agreement, among other things, set forth the scope of services, consideration, developed technology ownership, non-disclosure and safeguard of Vicon’s software code. Pursuant to an informal agreement, $ 190,811 of fees were billed to Vicon during the three months ended December 31, 2018 in connection with the transition of software development activities.

NOTE 2 – INTERIM STATEMENT PRESENTATION

Basis of Presentation and Use of Estimates

The accompanying unaudited condensed consolidated financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September 30, ~~2018 (“2018 Annual Report”)~~2019 of Cemtrex Inc. (“Cemtrex” or the “Company”). A summary of the Company’s significant accounting policies is identified in Note 2 of the notes to the consolidated financial statements included in the Company’s 2018 Annual Report.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X pursuant to the requirements of the U.S. Securities and Exchange Commission (‘SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company’s management. The Company evaluates its estimates and assumptions on an ongoing basis.

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, ~~(Griffin Filters LLC, MIP Cemtrex Inc.,~~ Cemtrex Advanced Technologies Inc., Cemtrex Ltd., Cemtrex Technologies Pvt. Ltd., ~~ROB Cemtrex GmbH, ROB Systems Srl, ROB Cemtrex Assets UG, ROB Cemtrex Logistics GmbH,~~ and Advanced Industrial Services, Inc. and the Company’s majority-owned subsidiary Vicon Industries, Inc. and its subsidiaries, Telesite USA, IQInVision, Vicon Industries Ltd., Vicon Deutschland GmbH, and Vicon Systems, Ltd. All inter-company balances and transactions have been eliminated in consolidation.

Significant Accounting Policies and Recent Accounting Pronouncements

Significant Accounting Policies

Note 2 of the Notes to Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, ~~2018,~~2019, includes a summary of the significant accounting policies used in the preparation of the consolidated financial statements.

Recently Adopted Accounting Pronouncements

Adoption of ~~ASC 606~~ASU 2016-02 (Topic 842)

~~Effective~~On October 1, ~~2018,~~2019, the Company adopted ASC 606 using the modified retrospective approach for all of its contracts. Following the adoption of ASC 606, the Company continues to recognize revenue at a point-in-time when control of goods transfers to the customer. This is consistent with the Company’s previous revenue recognition accounting policy under which the Company recognized revenue when title and risk of loss pass to the customer and collectability was reasonably assured. ASC 606 did not impact the Company’s presentation of revenue on a gross or net basis. The Company recognizes contract revenue from the sales of services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly. In addition, there was no impact of adoption on the statement of operations or balance sheet as of December 31, 2018 or for the three months then ended. The Company expects the impact of adopting the new revenue standard to be immaterial to net income on an ongoing basis.

~~Revenue Recognition~~

The Company recognizes revenue from sales of services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly at the point in time when the performance obligations in the contract are met, which is when the customer obtains control of such products and typically occurs upon delivery depending on the terms of the underlying contracts. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. In some instances, the Company enters into contracts with customers that contain multiple performance obligations to deliver volumes of co-products over a contractual period of less than 12 months. The Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices and recognizes the related revenue as control of each individual product is transferred to the customer in satisfaction of the corresponding performance obligation.

~~Recently Issued Accounting Standards~~

~~In February 2016, The FASB issued~~ ASU 2016-02 (Topic 842), “Leases”. ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. See Note 10 of these financial statements.

Recently Issued Accounting Standards

In August 2018, the FASB issued amended guidance, Fair Value Measurement: Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, to modify the disclosure requirements on fair value measurements based on the concepts in the FASB Concepts Statements, including the consideration of costs and benefits. The new standard is effective for the Company from October 1, 2020. The Company ~~will adopt this standard starting October 1, 2019. The Company does not believe~~believes adoption will not have a material effect on ~~its~~the Company’s financial position.

In December 2019, the FASB issued amended guidance, Simplifying the Accounting for Income Taxes, to remove certain exceptions to the general principles from ASC 740 - Income Taxes, and to improve consistent application of U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. The guidance is effective for the Company from October 1, 2021; early adoption is permitted. The Company is currently evaluating the effect the guidance will have on its consolidated financial statement disclosures, results of operations and financial position.

Reclassifications

Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

NOTE 3 – LOSS PER COMMON SHARE

Basic ~~income/~~net income (loss) per common share is computed ~~as income/~~by dividing net income (loss) ~~applicable to common stockholders divided~~ by the ~~weighted-average~~weighted average number of shares of common ~~shares~~stock outstanding ~~for~~during the period. Diluted ~~income/(loss)~~net income per common share ~~reflects~~is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur ~~if securities or other contracts to issue~~from common shares ~~were exercised or converted to common stock.~~issuable through contingent share arrangements, stock options and warrants.

~~The following table represents~~

	For the three months ended
	December 31,
	2019		2018

Basic weighted average shares outstanding		4,086,609		1,638,776
Dilutive effect of options		-		-
Dilutive effect of convertible debt		-		-
Diluted weighted average shares outstanding		4,086,609		1,638,776

For the three months ended December 31, 2019 and 2018, 1,483,965 and 513,076 shares of common stock, ~~equivalents that~~respectively, were excluded from the computation of diluted ~~loss~~earnings per share ~~for the three months ended December 31, 2018 and 2017,~~ because the effect of their inclusion would be anti-dilutive.

For the three months ended
December 31,
(unaudited)
2018 2017
Options 632,889 609,518
Warrants 3,471,717 3,471,717
4,104,606 4,081,235

~~NOTE 4 – EQUITY METHOD INVESTMENT~~

~~Below is the summarized statement of income for Vicon;~~

For the three
months ended
December 31, 2018
Revenues $ 6,379,274
Net loss $ (745,165 )

NOTE 54 – SEGMENT INFORMATION

The Company reports and evaluates financial information for ~~three~~two segments: Advanced Technologies (AT) segment, ~~the Electronics Manufacturing (EM) segment~~ and the Industrial ~~Technology (IT)~~Services (IS) segment. The AT segment develops smart devices and provides progressive design and development solutions to create impactful experiences for mobile, web, virtual and augmented reality, wearables and television as well as providing cutting edge, mission critical security and video surveillance. The EM segment provides end to end electronic manufacturing services, which includes product design and sustaining engineering services, printed circuit board assembly and production, cabling and wire harnessing, systems integration, comprehensive testing services and completely assembled electronic products. This segment also sells software development services for mobile, web, virtual reality, and PC applications. The ITIS segment offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers in ~~USA. The segment also sells a complete line of air filtration and environmental control instruments & products to a wide variety of customers~~USA in industries such as: chemical, ~~cement,~~ steel, ~~food,~~printing, construction, ~~mining,~~ & ~~petrochemical worldwide.~~petrochemical.

The following tables summarize the Company’s segment information:

	For the three months ended						For the three months ended
	December 31,						December 31,
	2018			2017			2019			2018
Revenues from external customers
Advanced Technologies	$	467,835		$	-		$	7,225,233		$	467,835
Electronics Manufacturing		11,026,253			20,443,101
Industrial Technology		5,790,456			11,938,799
Industrial Services								4,994,850			5,249,754
Total revenues	$	17,284,544		$	32,381,900		$	12,220,083		$	5,717,589

Gross profit
Advanced Technologies	$	275,470		$	-			3,542,787		$	275,470
Electronics Manufacturing		4,513,924			7,255,146
Industrial Technology		2,205,728			3,269,346
Industrial Services								1,805,699			1,912,116
Total gross profit	$	6,995,122		$	10,524,492		$	5,348,486		$	2,187,586

Operating (loss) income
Advanced Technologies	$	(1,230,308	)	$	-		$	19,932		$	(1,230,308	)
Electronics Manufacturing		(187,174	)		487,094
Industrial Technology		(207,087	)		380,597
Total operating (loss) income	$	(1,624,569	)	$	867,691
Industrial Services								99,011			(296,184	)
Total operating income/(loss)							$	118,943		$	(1,526,492	)

Other income (expense)
Advanced Technologies	$	(160	)	$	-		$	(226,815	)	$	(391,564	)
Electronics Manufacturing		(16,278	)		(141,202	)
Industrial Technology		(125,666	)		64,508
Industrial Services								(31,382	)		(77,038	)
Total other income (expense)	$	(142,104	)	$	(76,694	)	$	(258,197	)	$	(468,602	)

Depreciation and Amortization
Advanced Technologies	$	520,542		$	-		$	384,226		$	536,194
Electronics Manufacturing		280,961			436,000
Industrial Technology		275,759			405,855
Industrial Services								290,127			104,021
Total depreciation and amortization	$	1,077,262		$	841,855		$	674,353		$	640,215

The Company generates revenue from product sales and services from its subsidiaries located in the United States, The United Kingdom, and India. Revenue information for the Company is as follows:

	December 31,		December 31,
Revenues	2019		2018
U.S. Operations	$	11,293,075	$	5,717,589
Non-U.S. Operations		927,008		-
	$	12,220,083	$	5,717,589

NOTE 65 – FAIR VALUE MEASUREMENTS

~~The Company complies with the provisions of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). Under ASC 820, fair~~Fair value is defined as the price that would be received ~~to sell~~upon sale of an asset or paid to transfer a liability ~~(i.e., the “exit price”)~~ in an orderly transaction between market participants at the measurement date. A three-level hierarchy is applied to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The ~~Company had no~~three levels of the fair value hierarchy under the guidance for fair value measurements are described below:

Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets ~~reportable under ASC 820~~or liabilities that the reporting entity has the ability to access at the measurement date. Our Level 1 assets include cash equivalents, banker’s acceptances, trading securities investments and investment funds. We measure trading securities investments and investment funds at quoted market prices as they are traded in an active market with sufficient volume and frequency of transactions.

Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified contractual term, a Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. Level 3 assets and liabilities include cost method investments, goodwill, intangible assets, and property, plant and equipment, which are measured at fair value using a discounted cash flow approach when they are impaired. Quantitative information for Level 3 assets and liabilities reviewed at each reporting period includes indicators of significant deterioration in the earnings performance, credit rating, asset quality, business prospects of the investee, and financial indicators of the investee’s ability to continue as a going concern.

The Company’s fair value assets for the years ended December 31, 2019 and 2018 ~~and 2017.~~are as follows;

	Quoted Prices		Significant
	in Active		Other		Significant		Balance
	Markets for		Observable		Unobservable		as of
	Identical Assets		Inputs		Inputs		December 30,
	(Level 1)		(Level 2)		(Level 3)		2019
Assets
Investment in trading securities
(included in short-term investments)	$	114,056	$	-	$	-	$	114,056

	$	114,056	$	-	$	-	$	114,056

	Quoted Prices		Significant
	in Active		Other		Significant		Balance
	Markets for		Observable		Observable		as of
	Identical Assets		Inputs		Inputs		December 30,
	(Level 1)		(Level 2)		(Level 3)		2018
Assets
Investment in trading securities
(included in short-term investments)	$	-	$	-	$	-	$	-

	$	-	$	-	$	-	$	-

NOTE 76 – RESTRICTED CASH

A subsidiary of the Company participates in a consortium in order to self-insure group care coverage for its employees. The plan is administrated by Benecon Group and the Company makes monthly deposits in a trust account to cover medical claims and any administrative costs associated with the plan. These funds, as required by the plan are restricted in nature and amounted to ~~$1,360,487~~$1,233,269 as of December 31, ~~2018.~~2019. The Company also records a liability for claims that have been incurred but not recorded at the end of each year. The amount of the liability is determined by Benecon Group. The liability recorded in accrued expenses amounted to ~~$104,987~~$118,889 as of December 31, ~~2018~~2019 and September 30, ~~2018.~~2019.

NOTE 87 – ACCOUNTS RECEIVABLE, NET

~~Trade~~Accounts receivables, net consist of the following:

							December 31,			September 30,
	December 31, 2018			September 30, 2018			2019			2019
Accounts receivable	$	11,878,990		$	14,244,363		$	7,261,772		$	7,065,035
Allowance for doubtful accounts		(298,708	)		(298,708	)		(610,413	)		(606,051	)
	$	11,580,282		$	13,945,655		$	6,651,359		$	6,458,984

Accounts receivable include amounts due for shipped products and services rendered.

Allowance for doubtful accounts include estimated losses resulting from the inability of our customers to make required payments.

NOTE 98 – INVENTORY, NET

Inventory, net, consist of the following:

							December 31,			September 30,
	December 31, 2018			September 30, 2018			2019			2019
Raw materials	$	9,526,708		$	8,654,497		$	4,100,771		$	4,917,700
Work in progress		1,959,264			1,412,828			1,040,499			543,857
Finished goods		2,886,983			2,298,081			4,050,265			3,683,810
	��	14,372,955			12,365,406			9,191,535			9,145,367

Less: Allowance for inventory obsolescence		(1,010,948	)		(1,010,948	)		(3,918,643	)		(3,938,212	)
Inventory –net of allowance for inventory obsolescence	$	13,362,007		$	11,354,458		$	5,272,892		$	5,207,155

NOTE 109 – PROPERTY AND EQUIPMENT

Property and equipment are summarized as follows:

							December 31,			September 30,
	December 31, 2018			September 30, 2018			2019			2019
Land	$	1,241,720		$	1,063,715		$	-		$	-
Building		5,047,245			5,321,926
Building and leasehold improvements								1,233,732			1,233,733
Furniture and office equipment		2,710,175			2,685,315			617,855			614,569
Computers and software		6,941,286			6,762,046			5,147,574			5,166,922
Trade show display		89,330			-			89,330			89,330
Machinery and equipment		21,776,771			22,102,390			23,459,569			23,463,953
		37,806,527			37,935,392			30,548,060			30,568,507

Less: Accumulated depreciation		(11,463,654	)		(10,634,738	)		(13,981,494	)		(13,791,955	)
Property and equipment, net	$	26,342,873		$	27,300,654		$	16,566,566		$	16,776,552

Depreciation expense for the three months ended December 31, 2019 and 2018 were $674,353 and ~~2017 were $1,077,262~~$640,215, respectively.

NOTE 10 – LEASES

ASC 842, “Leases”, requires that a lessee recognize the assets and ~~$841,855, respectively.~~liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at either the effective date (the “effective date method”) or the beginning of the earliest period presented (the “comparative method”) using a modified retrospective approach. Under the effective date method, the Company’s comparative period reporting is unchanged. In contrast, under the comparative method, the Company’s date of initial application is the beginning of the earliest comparative period presented, and the Topic 842 transition guidance is then applied to all comparative periods presented. Further, under either transition method, the standard includes certain practical expedients intended to ease the burden of adoption. The Company adopted ASC 842 October 1, 2019 using the effective date method and elected certain practical expedients allowing the Company not to reassess:

	●	whether expired or existing contracts contain leases under the new definition of a lease;
	●	lease classification for expired or existing leases; and
	●	whether previously capitalized initial direct costs would qualify for capitalization under Topic 842.

The Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or less.

The Company entered into a financing lease for a single vehicle in the Industrial services segment with a term of 3 years. The Company enters into operating leases for its facilities in New York, United Kingdom, and India, as well as for vehicles for use in our Industrial Services segment. The operating lease terms range from 2 to 5 years. The Company excluded the renewal option on its applicable facility leases from the calculation of its right-of-use assets and lease liabilities.

Finance and operating lease liabilities consist of the following:

	December 31,		September 30,
	2019		2019
Lease liabilities - current
Finance leases	$	22,452	$	22,452
Operating leases		454,356		-
		476,808		22,452

Lease liabilities - net of current portion
Finance leases	$	14,532	$	20,061
Operating leases		650,939		-
	$	665,471	$	20,061

A reconciliation of undiscounted cash flows to finance and operating lease liabilities recognized in the condensed consolidated balance sheet at December 31, 2019 is set forth below:

Years ending September 30,	Finance leases			Operating Leases			Total
Remainder of 2020	$	17,808		$	342,498		$	360,306
2021		19,787			385,573			405,360
2022		-			269,311			269,311
2023		-			158,957			158,957
2024		-			32,265			32,265
Undiscounted lease payments		37,595			1,188,604			1,226,199
Amount representing interest		(611	)		(83,309	)		(83,920	)
Discounted lease payments	$	36,984		$	1,105,295		$	1,142,279

Additional disclosures of lease data are set forth below:

	Three months ended
	December 31, 2019
Lease costs:
Finance lease costs:
Amortization of right-of-use assets		5,728
Interest on lease liabilities		208

Operating lease costs:		156,777
Total lease cost		162,713

Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating leases		5,936
Finance leases		199,290
		205,226

Weighted-average remaining lease term - finance leases (months)		19
Weighted-average remaining lease term - operating leases (months)		36

Weighted-average discount rate - finance leases		6.95	%
Weighted-average discount rate - operating leases		6.57	%

The Company used the rate implicit in the lease, where known, or its incremental borrowing rate as the rate used to discount the future lease payments.

NOTE 11 – PREPAID AND OTHER CURRENT ASSETS

On December 31, ~~2018,~~2019, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of ~~$1,392,954,~~$23,809, other current assets of ~~$391,633 and other receivables of $1,991,354.~~$2,202,568. On September 30, ~~2018,~~2019, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of ~~$1,026,441,~~$530,447, and other current assets of ~~$1,115,201 and other receivables of $1,991,354.~~$1,469,818.

NOTE 12 –- OTHER ASSETS

As of December 31, ~~2018,~~2019, the Company had other assets of ~~$3,165,528~~$991,654 which was comprised of rent security of ~~$144,125, deferred tax assets of $2,967,529,~~$140,246, and other assets of ~~$53,874.~~$851,618. As of September 30, ~~2018,~~2019, the Company had other assets of ~~$3,093,607~~$497,857 which was comprised of rent security of ~~$126,078, and deferred tax~~$140,246, other assets of ~~$2,967,529.~~$357,611.

NOTE 13 – SHORT-TERM LIABILITIES

The Company’s subsidiaries have revolving lines of credit with various banks in order to fund operations. As of December 31, ~~2018, and September 30, 2018,~~2019, the ~~balances~~balance of these accounts were ~~$342,825 and $2,639,542, respectively.~~$408,940.

On ~~February 12,~~September 21, 2018, the Company’s subsidiary, ~~ROB Cemtrex GmbH obtained~~Vicon Industries, entered into a ~~$3,680,079 (€3,000,000 based on the exchange rate at the time) secured loan~~$5,600,000 Term Loan Agreement with ~~Deutsche Bank. This loan carries interest of EURIBOR (Euro Interbank Offer Rate)~~plus 1.25% per annum (1.133% as of December 31, 2018) and is payable on January 1, 2020. ROB Cemtrex GmbH has pledged its receivables to secure this loan. As of December 31, 2018, the loan had a balance of $1,336,690, based on the exchange rate at the time.

~~On November 15, 2017, the Company issued a note payable to an unrelated third party, for $2,300,000.~~NIL Funding Corporation. This note carries interest of 8%8.95% and ~~is due after 18 months. At September~~has a maturity date of March 30, 2018 1,475,000 of this note was outstanding with $225,000 classified as long-term. During the three months ended December 31, 2018, 210,736 shares of the Company’s common stock have been issued to satisfy $225,000 of this note.2020. As of December 31, ~~2018, $1,250,000~~2019, $5,425,000 of this note remains ~~outstanding with $275,000 classified as long-term.~~

~~On May 11, 2018, the Company issued a note payable to an unrelated third party, for $1,725,000. This note carries interest of 8% and is due after 18 months.~~outstanding.

As of December 31, ~~2018, and September 30, 2018~~2019, there were ~~$1,589,672 and $1,807,910~~$3,766,391 in current portion of long-term ~~liabilities, respectively.~~liabilities.

~~NOTE 14 – CONVERTIBLE NOTES PAYABLE~~

~~As of December 31, 2018, the Company has satisfied all outstanding convertible notes payable, to various unrelated third parties.~~

NOTE 1514 – RELATED PARTY TRANSACTIONS

~~The~~On August 31, 2019, the Company ~~leased its principal office at Farmingdale, New York, 8,000 square feet~~entered into an Asset Purchase Agreement for the sale of ~~office and warehouse/assembly space on a month~~Griffin Filters, LLC to ~~month lease in a building owned by~~Ducon Technologies, Inc., which Aron Govil, ~~Executive Director~~the Company’s CFO, is President, for total consideration of ~~the Company, at a monthly rental of $10,000. For the three months ended December 31, 2018 and 2017 rent expense under this lease was $30,000.~~$550,000. As of December 31, ~~2018~~2019, and December 31, 2019, there was $597,109 and $227,019 in receivables due from Ducon Technologies, Inc., respectively.

NOTE 15 – LONG-TERM LIABILITIES

Notes payable

On October 25, 2019, the Company, issued a note payable to an independent third-party in the amount of $1,725,000. This note carries interest of 8% and matures on April 25, 2021. After deduction of an original issue discount of $225,000 and legal fees of $5,000, the Company received $1,495,000 in cash.

On December 23, 2019, the Company, issued a note payable to an independent third-party in the amount of $1,725,000. This note carries interest of 8% and matures on June 23, 2021. After deduction of an original issue discount of $225,000 and legal fees of $5,000, the Company received $1,495,000 in cash.

Long-term lease liabilities

On October 1, 2019, the Company adopted ASU 2016-02 (Topic 842), “Leases”. ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. As of December 31, 2019, the Company has ~~completed its move to Long Island City and will no longer~~ lease ~~this office space.~~liabilities of $1,225,588 of which $476,808 is classified as short-term. The Company has calculated that at September 30, 2019 it would have had an additional $1,351,317 with $289,235 classified as short-term.

On August 8, 2018, the Company entered into a Research and Development Services Agreement (the “Agreement”) with Vicon to provide Vicon with outsourced software development services. Vicon is transitioning its principal Israeli based software development activities to the Company’s India based services group, which has now assumed principal software coding and test responsibilities for Vicon. The outsourcing of these activities is expected to materially reduce the Vicon’s software development costs and provide development efficiencies, which should help expedite its software roadmap. The terms of the Agreement, among other things, set forth the scope of services, consideration, developed technology ownership, non-disclosure and safeguard of Vicon’s software code. Pursuant to an informal agreement, $190,811 of fees were billed to Vicon during the three months ended December 31, 2018 in connection with the transition of software development activities. As of December31, 2018, there were no open receivables due from Vicon.

NOTE 16 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 10,000,000 shares of Preferred Stock, $0.001 par value. As of December 31, ~~2018,~~2019, and September 30, ~~2018,~~2019, there were ~~3,009,946~~3,316,683 and ~~2,914,168~~3,110,718 shares issued and outstanding, respectively.

Series 1 Preferred Stock

For the three months ended December 31, 2019, 105,965 shares of Series 1 Preferred Stock were issued to pay $1,059,650 worth of dividends to holders of Series 1 Preferred Stock.

As of December 31, 2019, and September 30, 2019, there were 2,216,683 and 2,110,718 shares of Series 1 Preferred Stock issued and outstanding, respectively.

Series A Preferred stock

Each issued and outstanding Series A Preferred Share shall be entitled to the number of votes equal to the result of: (i) the number of shares of common stock of the Company issued and outstanding at the time of such vote multiplied by 1.01; divided by (ii) the total number of Series A Preferred Shares issued and outstanding at the time of such vote, at each meeting of shareholders of the Company with respect to any and all matters presented to the shareholders of the Company for their action or consideration, including the election of directors. Holders of Series A Preferred Shares shall vote together with the holders of Common Shares as a single class.

During the three-month ~~periods~~period ended December 31, ~~2018 and 2017,~~2019, the Company did not issue any Series A Preferred Stock.

As of December 31, ~~2018,~~2019, and September 30, ~~2018,~~2019, there were 1,000,000 shares of Series A Preferred Stock issued and outstanding.

Series 1C Preferred Stock

~~Dividends~~

~~Holders of the Series 1 Preferred will be entitled~~On October 3, 2019, pursuant to receive cumulative cash dividends at the rate of 10% of the purchase price per year, payable semiannually on the last day of March and September in each year. Dividends may also be paid, at our option, in additional shares of Series 1 Preferred, valued at their liquidation preference. The Series 1 Preferred will rank senior to the common stock with respect to dividends. Dividends will be entitled to be paid prior to any dividend to the holdersArticle IV of our ~~common stock.~~

~~Liquidation Preference~~

~~The~~Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series 1C Preferred ~~will have a liquidation preference~~Stock, consisting of ~~$10.00 per share, equal~~up to ~~its purchase price. In~~one hundred thousand (100,000) shares, par value $0.001. Under the ~~event~~Certificate of any liquidation, dissolution or winding up of our company, any amounts remaining available for distribution to stockholders after payment of all liabilities of our company will be distributed first to theDesignation, holders of Series 1C Preferred ~~and then~~~~pari passu~~Stock are entitled to the ~~holders~~number of votes equal to the ~~series A preferred stock and our common stock. The holders~~result of ~~Series 1 Preferred will have preference over~~(i) the ~~holders~~total number of ~~our common stock on any liquidation, dissolution or winding up of our company. The holders of Series 1 Preferred will also have preference over the holders of our series A preferred stock.~~

~~Voting Rights~~

~~Except as otherwise provided in the certificate of designation, preferences and rights or as required by law, the Series 1 Preferred will vote together with the~~ shares of ~~our common stock (and not as a separate class)~~Common Stock outstanding at ~~any annual or special meeting~~the time of ~~stockholders. Except as required~~such vote multiplied by ~~law, each holder~~10.01, and divided by (ii) the total number of shares of Series 1C Preferred ~~will be entitled to two votes for~~Stock outstanding at the time of such vote, at each ~~share of Series 1 Preferred held on the record date as though each share of Series 1 Preferred were 2 shares~~meeting of our common stock. Holders of the Series 1 Preferred will vote as a class on any amendment altering or changing the powers, preferences or special rights of the Series 1 Preferred so as to affect them adversely.

~~No Conversion~~

~~The Series 1 Preferred will not be convertible into or exchangeable for shares of our common stock or any other security.~~

~~Rank~~

~~The Series 1 Preferred will rank~~shareholders with respect to ~~distribution rights upon~~any and all matters presented to our ~~liquidation, winding-up~~shareholders for their action or ~~dissolution and dividend rights, as applicable:~~

	●	senior to our series A preferred stock, common stock and any other class of capital stock we issue in the future unless the terms of that stock provide that it ranks senior to any or all of the Series 1 Preferred;

	●	~~on a parity with any class of capital stock we issue in the future the terms of which provide that it will rank on a parity with any or all of the Series 1 Preferred;~~

	●	~~junior to each class of capital stock issued in the future the terms of which expressly provide that such capital stock will rank senior to the Series 1 Preferred and the common stock; and~~

	●	~~junior to all of our existing and future indebtedness.~~

Asconsideration, including the election of ~~December 31, 2018, and September 30, 2018, there were 2,009,946 and 1,914,168 shares of Series 1 Preferred Stock issued and outstanding, respectively.~~directors.

For the three months ended December 31, ~~2018, 95,778~~2019, 100,000 shares of Series 1C Preferred Stock were issued to ~~pay $957,780 worth~~Aron Govil, Executive Director and CFO of ~~dividends~~the Company as part of his employment agreement. In order to ~~holders~~determine the fair market value of these shares the Company used the closing price of its Series 1 preferred stock of $0.95 on October 3, 2019.

As of December 31, 2019, there were 100,000 shares of Series 1C Preferred ~~Stock.~~

~~Listing on NASDAQ Capital Markets~~

~~On June 25, 2015, the Company’s common stock commenced trading on the NASDAQ Capital Market under the symbol “CETX”.~~Stock issued and outstanding.

Common Stock

The Company is authorized to issue 20,000,000 shares of common stock, $0.001 par value. As of December 31, ~~2018,~~2019, there were ~~13,385,108~~4,424,583 shares issued and outstanding and at September 30, ~~2018,~~2019, there were ~~12,973,730~~3,962,790 shares issued and outstanding.

During the three months ended December 31, ~~2018, 210,736~~2019, 105,142 shares of the Company’s common stock have been issued to satisfy ~~$225,000~~$100,000 of a ~~short-term~~ note payable and ~~201,002~~$30,252 interest, 338,393 shares were issued in a Securities Subscription Agreement (See below), 18,358 shares were issued to satisfy $27,583 of accounts payable.

During the three months ended December 31, 2019, the Company issued an ~~Subscription Rights Offering.~~aggregate of 123,400 shares of common stock in exchange for aggregate consideration of $157,835, which was used for working capital.

Subscription Rights Offering

On ~~November 26, 2018, Cemtrex, Inc. (the “Company”) commenced~~December 4, 2019, the “Company entered into a ~~rights offering to its stockholders (“Rights Offering”). Pursuant~~Subscription Agreement relating to the ~~Rights Offering, the Company has distributed, at no charge to holders~~public offering of ~~record~~338,393 shares (the “Shares”) of the Company’s common stock, ~~and series 1 warrants as~~par value $0.001 per share, all of ~~November 19, 2018~~which were sold by the Company (the ~~“Record Date”~~“Offering”)~~, non-transferable subscription rights to purchase up~~ to an aggregate of $2,700,000 worth of shares of common stock, at a purchase price equal to the lesser of (i) $1.06 per share (in which case 2,547,170 shares may be sold), or (ii) 95% of the volume weighted averageaccredited investor. The Offering price of the Company’s common stock for the five trading day period through and including December 19, 2018, which is the initial expiration date of the Rights Offering, all as set forth in the Prospectus Supplement filed on November 21, 2018 with the Securities and Exchange Commission (the “Prospectus Supplement”). On December 19, 2018 the priceShares was ~~set at $0.75~~$1.12 per share and the expiration date was extended to December 21, 2018. Each stockholder of record on the Record Date received one right for each one share of common stock held by the stockholder, and each series 1 warrant holder of record on the Record Date received one right for every ten shares for which their warrant is exercisable. Each right entitles the holder to purchase one share of the Company’s common stock, subject to proration. In connection with the Rights Offering, the Company entered into a Dealer-Manager Agreement (the “Agreement”) with Advisory Group Equity Services, Ltd. doing business as RHK Capital (“RHK”). As of December 31, 2018, 201,002 shares of common stock were issued for gross proceeds of ~~$150,721.~~$379,000. After deducting offering expenses of ~~$12,027~~$18,950 the Company received ~~$138,694~~$360,050 in net proceeds.

NOTE 17 – SHARE-BASED COMPENSATION

For the three months ended December 31, ~~2018~~2019 and ~~2017,~~2018, the Company recognized ~~$36,108~~$119,104 and ~~zero~~$36,108 of share-based compensation expense on its outstanding options, respectively. As of December 31, ~~2018, $148,592~~2019, $400,838 of unrecognized share-based compensation expense is expected to be recognized over a period of ~~three~~four years. Future compensation amounts will be adjusted for any change in estimated forfeitures.

NOTE 18 – COMMITMENTS AND CONTINGENCIES

The Company has moved its corporate activities to ~~Long Island~~New York City with a lease of ~~12,000~~2,500 square feet of office space at a rate of ~~$30,000~~$13,000 per month that expires ~~May~~June 30, 2020. The Company has recognized $39,000 of lease expense for this lease, for the three months ended December 31, ~~2020.~~2019.

The Company’s ITIS segment leases (i) ~~approx. 5,000 square feet of office and warehouse space in Liverpool, New York from a third party on a month to month lease at a monthly rent of $2,200, (ii)~~ approximately 25,000 square feet of warehouse space in Manchester, PA from a third party in a seven year lease at a monthly rent of $7,300, ~~expiring~~this lease terminated on January 29, 2020, upon the purchase of this property (SEE NOTE 20), the Company has recognized $21.900 of lease expense for this lease, for the three months ended December ~~13, 2022, (iii)~~31, 2019, (ii) approximately 43,000 square feet of office and warehouse space in York, PA from a third party in a ~~seven year~~seven-year lease at a monthly rent of $21,825 expiring on December 13, 2022, (iv) approximately 15,500 square feet of warehouse space in Emigsville, PA from a third party in a one year lease at a monthly rent of $4,555 expiring on August 31, 2019.

The Company’s EM segment owns a 70,000 square-foot manufacturing building in Neulingen. The EM segment also leases (i) a 10,000 square foot manufacturing facility in Sibiu, Romania from a third party in a ten-year lease at a monthly rent of $9,363 (€8,000) expiring on May 31, 2019, (ii) approximately 86,000 square feet of office, warehouse and manufacturing space in Paderborn, Germany at monthly rental of $51,480 (€44,000) which expires on September 30, 2018, this lease ~~was not renewed.~~terminated on January 29, 2020, upon the purchase of this property (SEE NOTE 20), the Company has recognized $65,475 of lease expense for this lease, for the three months ended December 31, 2019. Additionally, the Company’s IS segment leases various vehicles with monthly lease payments ranging from $84 to $1,979 that terminate during 2019 through 2023. The Company has recognized $67,002 of lease expense for these leases for the three months ended December 31, 2019.

The Company’s AT segment leases (i) approximately 6,700 square feet of office and warehouse space in Pune, India from a third party in an ~~eighteen-month~~five year lease at a monthly rent of ~~$6,265 (INR454,365)~~$6,453 (INR456,972) expiring on ~~September 6,~~February 28, 2024, the Company has recognized $19,359 of lease expense for this lease, for the three months ended December 31, 2019, (ii) approximately 27,000 square feet of office and warehouse space in Hauppauge, New York from a third party in a five-year lease at a monthly rent of $25,480 expiring on April 30, 2020, the Company has recognized $76,440 of lease expense for this lease, for the three months ended December 31, 2019, and (iii) approximately 9,400 square feet of office and warehouse space in Hampshire, England in a fifteen-year lease with at a monthly rent of $7,329 (£5,771) which expires on March 24, 2031 and contains provisions to terminate in 2021 and 2026, the Company has recognized $21,988 of lease expense for this lease for the three months ended December 31, 2019.

NOTE 19 – DISCONTINUED OPERATIONS

During fiscal 2019, the Company reached a strategic decision to exit the environmental products business, which was part of Industrial Services group. Additionally, the Company sold its Electronics Manufacturing segment. Accordingly, the Company has reported the results of the environmental control products business and the Electronics Manufacturing segment as discontinued operations in the Consolidated Statements of Operations and in the Consolidated Balance Sheets.

Income (loss) from discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of the ROB Cemtrex Companies and the environmental products business which are presented in total as discontinued operations, net of tax in the Company’s Consolidated Statements of Operations for the three months ended December 31, 2019 and 2018, are as follows:

	Three months ended December 31,
	2019		2018

Total net sales	$	-	$	11,566,955
Cost of sales		-		6,759,419
Operating, selling, general and administrative expenses		-		4,905,613
Other expenses		-		16,278
Income (loss) from discontinued operations		-		(114,355	)
Loss on sale of discontinued operations		-		-
Income tax provision		-		66,899
Discontinued operations, net of tax		-		(181,254	)

NOTE 20 - SUBSEQUENT EVENTS

Cemtrex has evaluated subsequent events up to the date the condensed consolidated financial statements were issued. Cemtrex concluded that the following subsequent events have occurred and require recognition or disclosure in the condensed consolidated financial statements.

~~In January and February of 2019, the Company issued 461,693 shares of common stock to satisfy $275,000 worth of notes payable.~~Subscription Agreement

InOn January ~~2019,~~23, 2020, the Company entered into ~~an At-the-Market (ATM) Offering~~a Subscription Agreement ~~(the “Sales Agreement”) with Advisory Group Equity Services, Ltd. doing business as RHK Capital (the “Manager”)~~ relating to the public offering of 500,000 shares (the “Shares”) of ~~our~~the Company’s common stock, par value $0.001 per ~~share. Under~~share, all of which were sold by the ~~Sales Agreement, we may offer and sell shares of our common stock having~~Company (the “Offering”) to an ~~aggregate offering~~accredited investor. The Offering price of ~~up to $2,000,000 from time to time through~~ the ~~Manager, as our sales agent. Under the terms of the Sales Agreement, we may also sell shares~~Shares was $1.50 per share. After offering expenses and a 5% commission paid to the Manager as principal for its own account. During January of 2019, 500,000 shares of common stock were issued and placed in escrow for this agreement and are included in the issued and outstanding count on the cover of this report. As of February 13, 2019, the company issued 88,150 of those shares in escrow and has received gross proceeds of $75,496. After deducting offering expenses of $2,265Company’s placement agent, the Company received ~~$73,231 in~~ net ~~proceeds.~~proceeds of approximately $705,000 from the Offering.

Purchase of Properties

On January ~~14, 2018~~28, 2020, the Company’s subsidiary, Advanced Industrial Services, Inc., completed the purchase of two ~~members~~buildings for a total purchase price of $3,381,433. The Company paid $905,433 in cash and acquired a mortgage from Fulton Bank in the ~~Board~~amount of ~~Directors~~$2,476,000. This mortgage carries interest of ~~Vicon Industries, Inc. had resigned. With these resignations the only two remaining members~~LIBOR plus 2.50% per annum and is payable on January 28, 2040. This loan carries loan covenants similar to covenants on The Company’s other loans from Fulton Bank.

Purchase of ~~Vicon’s Board were Saagar Govil~~Series 1 Preferred Shares.

During January and ~~Aron Govil. Starting on this date~~February of 2020, the Company ~~will use~~purchased 129,223 shares of its Series 1 Preferred Stock on the ~~consolidation method with regard~~open market at an average price per share of $1.103, for an aggregate cost of approximately $142,592. The Company intends to ~~the financial results of Vicon.~~retire these shares.

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

Except for historical information contained in this report, the matters discussed are forward-looking statements that involve risks and uncertainties. When used in this report, words such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “may”, “plans”, “potential” and “intends” and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions; the impact of competitive products and their pricing; unexpected manufacturing or supplier problems; the Company’s ability to maintain sufficient credit arrangements; changes in governmental standards by which our environmental control products are evaluated and the risk factors reported from time to time in the Company’s SEC reports, including its recent report on Form 10-K. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments.

General Overview

Cemtrex was incorporated in 1998, in the state of Delaware and has evolved through strategic acquisitions and internal growth from a small environmental monitoring instruments company into a world leading multi-industry technology ~~company that provides~~company. The Company drives innovation in a wide ~~array~~range of sectors, including smart technology, virtual and augmented realities, advanced electronic systems, industrial solutions, ~~to meet today’s consumer, commercial,~~ and industrial challenges. Cemtrex manufactures advanced custom engineered electronics, including SmartDesk, extensive industrial services, integrated hardware and software solutions, proprietary IoT and wearable devices, and systems for controlling particulates and other regulated pollutants.intelligent security systems. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Cemtrex” or “management” refer to Cemtrex, Inc. and its subsidiaries.

Now the Company has two business segments, consisting of (i) Advanced Technologies (AT) and (ii) Industrial Services (IS)

Advanced Technologies (AT)

Cemtrex’s Advanced Technologies segment delivers cutting-edge technologies in the IoT, Wearables and Smart Devices, such as the SmartDesk. Through ~~our~~the Company’s advanced engineering and product design, wethey deliver progressive design and development solutions to create impactful experiences for mobile, web, virtual and augmented reality, wearables and television as well as providing cutting edge, mission critical security and video surveillance. Through its Cemtrex VR division, the Company is developing a wide variety of applications for virtual and augmented reality markets.

The AT business segment also includes the Company’s majority owned subsidiary, Vicon Industries, which provides end-to-end security solutions to meet the toughest corporate, industrial and governmental security challenges. Vicon’s products include browser-based Video monitoring systems and facial recognition systems, cameras, servers, and access control systems for every aspect of security and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state government offices.

~~Electronics Manufacturing (EM)~~Industrial Services (IS)

Cemtrex’s Electronics Manufacturing (EM) segment, provides end to end electronic manufacturing services, which includes product design and sustaining engineering services, printed circuit board assembly and production, cabling and wire harnessing, systems integration, comprehensive testing services and completely assembled electronic products.

~~Industrial Technology (IT)~~

~~Cemtrex’s Industrial Technology (IT)~~IS segment, offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified ~~customers~~customers. We install high precision equipment in ~~USA. The segment also sells a complete line of air filtration and environmental instruments and control products to~~ a wide variety of industrial markets like automotive, printing & graphics, industrial automation, packaging, and chemicals among others. We are a leading provider of reliability-driven maintenance and contracting solutions for the machinery, packaging, printing, chemical, and other manufacturing markets. The focus is on customers ~~in industries such as: chemical, cement, steel, food, construction, mining, & petrochemical worldwide.~~seeking to achieve greater asset utilization and reliability to cut costs and increase production from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty welding services, and high-quality scaffolding.

Significant Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon the accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Although these estimates are based on our knowledge of current events, our actual amounts and results could differ from those estimates. The estimates made are based on historical factors, current circumstances, and the experience and judgment of our management, who continually evaluate the judgments, estimates and assumptions and may employ outside experts to assist in the evaluations.

Certain of our accounting policies are deemed “significant”, as they are both most important to the financial statement presentation and require management’s most difficult, subjective or complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a discussion of our significant accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September 30, ~~2018.~~2019.

Results of Operations - For the three months ending December 31, ~~2018~~2019 and ~~2017~~2018

Total revenue for the three months ended December 31, 2019 and 2018 was $12,220,083 and ~~2017 was $17,284,544 and $32,381,900,~~$5,717,589, respectively, ~~a decrease~~an increase of ~~$15,097,356,~~$6,502,494, or ~~47%~~114%. ~~Net income~~Loss from continuing operations for the three months ended December 31, 2019 and 2018 was $139,254 and ~~2017 was a loss of $2,176,298 and income of $731,991,~~$1,995,094, respectively, a decrease of ~~$2,908,289,~~$1,855,790, or ~~397%~~93%. Total revenue infor the ~~first~~ quarter ~~decreased,~~increased, as compared to total revenue in the same period last year, due to the ~~loss~~consolidation of ~~two customers~~Vicon Industries, Inc. and sales and other increases in the ~~Electronics Manufacturing segment going into 2018, one as result of consolidation and other due to obsolescence of their product and lower sales in the Industrial~~Advanced Technology ~~segment due to the softening demand for environmental products. Net income available to common shareholders~~Segment. Loss from continuing operations decreased due to ~~lower revenues from the loss of two customers~~reorganization and cost saving measures enacted by management in the Electronics Manufacturing segment going into 2018, one as result of consolidation and other due to obsolescence of their product and lower revenues in the Industrial Technology segment in response the decline in demand for environmental products and increased one-time expenses in research and development required to finish development of the SmartDesk and increased sales & marketing expenses related to the business development of SmartDesk and VR applications in the Advanced Technologies segment as well as the acquisition of the equity method investment, Vicon Industries, Inc.last fiscal year.

Revenues

Our Advanced Technologies segment revenues for the three months ended December 31, ~~2018 was $467,835. This is a new segment~~2019, increased by $6,757,398 or 1,444% to $7,225,233 from $467,835 for the ~~company and we anticipate revenues to grow with development and investment in this division.~~three months ended December 31, 2018. This increase represents mainly the consolidation of Vicon Industries, Inc.

Our ~~Electronics Manufacturing~~Industrial Services segment revenues for the three months ended December 31, ~~2018~~2019, decreased by ~~$9,416,848~~$254,904 or ~~46%~~5%, to ~~$11,026,253~~$4,994,850 from ~~$20,443,101~~$5,249,754 for the three months ended December 31, 2017. The primary reason for decreased sales was due to due to the loss of two customers in the EM segment going into 2018, one as result of consolidation and other due to obsolescence of their product.

~~Our Industrial Technology segment revenues for the three months ended December 31, 2018 decreased by $6,148,343 or 51%, to $5,790,456 from $11,938,799 for the three months ended December 31, 2017.~~2018. The decrease was primarily due to ~~decreased demand for environmental products globally~~the timing and ~~as result~~recognition of ~~relaxation of environmental regulations by the current administration.~~revenue.

Gross Profit

Gross Profit for the three months ended December 31, ~~2018~~2019 was ~~$6,995,122~~$5,348,486 or ~~40%~~44% of revenues as compared to gross profit of ~~$10,524,492~~$2,187,586 or ~~33%~~38% of revenues for the three months ended December 31, ~~2017.~~2018. Gross profit ~~as a percentage of revenues~~increased in the three months ended December 31, ~~2018 increased as~~2019, compared to the three months ended December 31, ~~2017 as~~2018 due to a shift by management in the ~~Company works~~last fiscal year to ~~achieve economies of scale, lower expenses, and shift to~~focus on products ~~and services~~ with higher gross margins. The Company’s gross profit margins vary from product to product and from customer to customer.

General and Administrative Expenses

General and administrative expenses for the three months ended December 31, ~~2018 decreased $1,267,410~~2019 increased $1,518,396 or ~~13%~~46% to ~~$8,240,174~~$4,852,957 from ~~$9,507,584~~$3,334,561 for the three months ended December 31, ~~2017.~~2018. General and administrative expenses as a percentage of revenue was ~~48%~~40% and ~~29%~~58% of revenues for the three-month periods ended December 31, ~~2018~~2019 and ~~2017.~~2018. The ~~dollar for dollar decreases~~increases in ~~operating expenses was due to~~General and Administrative Expenses in dollars is the ~~Company’s work on achieving economies~~result of ~~scale~~the Consolidation of Vicon Industries, Inc. The decrease in General and ~~lower expenses, while the~~Administrative Expenses as a percentage of ~~revenues increase was due to~~revenue is the ~~decrease~~result of reduction in ~~the Company’s revenues for the three months ended December 31, 2018 as compared to the same period in the prior year.~~overhead expenses.

Research and Development Expenses

Research and Development expenses for the three months ended December 31, ~~2018~~2019 was ~~$379,517~~$376,586 compared to ~~$149,217~~$379,517 for the three months ended December 31, ~~2017.~~2018. Research and Development expenses ~~have developed due~~are primarily related to the Advanced Technologies Segment’s development of proprietary technology and further developments of the SmartDesk and ~~VR applications by the Company’s Advanced Technologies segment through the subsidiaries Cemtrex Advanced Technologies, Inc. and Cemtrex Technologies Pvt, Ltd.~~video surveillance software.

Other Income/(Expense)

~~Interest and other~~Other income/(expense) for the first quarter of fiscal ~~2019~~2020 was ~~$(142,104)~~$(258,197) as compared to ~~$(76,694)~~$(468,602) for the first quarter of fiscal ~~2018.~~2019. Other income/(Expense) for the three months ended December 31, ~~2018~~2019 was primarily due to interest expense ~~related to~~offset by one-time other income generated by the ~~Company’s interest bearing payables.~~settlement of certain accounts payable.

Provision for Income Taxes

During the first quarter of fiscal ~~2019 we recorded an~~2012 no income tax benefit or provision ~~of $66,849~~was recorded compared to a ~~provision~~benefit of ~~$59,006~~$50 for the first quarter of fiscal ~~2018.~~2019. The provision for income tax is based upon the projected income tax from the Company’s various U.S. and international subsidiaries that are subject to their respective income tax jurisdictions.

~~Equity Interests~~

~~During the first quarter of fiscal 2019 the company recorded a~~ Comprehensive income/loss ~~on its equity interest in Vicon Technologies, Inc. of $342,776.~~

~~Net Income/Loss~~

The Company had ~~net~~a comprehensive loss of ~~$2,176,298~~$829,218 or ~~13%~~7% of revenues, for the three-month period ended December 31, ~~2018~~2019 as compared to ~~net income~~a comprehensive loss of ~~$733,991~~$3,991,630 or 2%70% of revenues, for the three months ended December 31, ~~2017. Net income~~2018. Comprehensive loss decreased in the first quarter ~~decreased,~~ as compared to ~~net income~~comprehensive loss in the same period last year, ~~due the higher expenses related to the research & development~~as a result of reduction of general and ~~marketing in the Advanced Technologies segment along with lower revenues in both the Electronics Manufacturing and Industrial Technologies segments.~~administrative expenses.

Effects of Inflation

The Company’s business and operations have not been materially affected by inflation during the periods for which financial information is presented.

Liquidity and Capital Resources

Working capital was ~~$8,225,093~~$3,495,438 at December 31, ~~2018~~2019 compared to ~~$10,011,896~~$3,240,348 at September 30, ~~2018.~~2019. This includes cash and equivalents and restricted cash of ~~$2,179,035~~$5,197,227 at December 31, ~~2018~~2019 and ~~$2,315,935~~$2,858,085 at September 30, ~~2018,~~2019, respectively. The ~~decrease~~increase in working capital was primarily due to ~~increased marketing and research & development expenses and net decreases~~the increase in ~~our~~the Company’s current assets of ~~$1,016,999 and net decreases~~$2,894,782 offset by an increase in ~~our~~the Company’s current liabilities of ~~$769,804~~.$2,639,692.

Accounts receivable ~~decreased $2,365,373~~increased $192,375 or ~~17%~~3% to ~~$11,580,282~~$6,651,359 at December 31, ~~2018~~2019 from ~~$13,945,655~~$6,458,984 at September 30, ~~2018.~~2019. The ~~decrease~~increase in accounts receivable is ~~largely~~ attributable to ~~decreased sales.~~higher sales in the first quarter of fiscal year 2020 as compared to the fourth quarter of fiscal year 2019.

Inventories increased ~~$2,007,549~~$65,737 or ~~18%~~1% to ~~$13,362,007~~$5,272,892 at December 31, ~~2018~~2019 from ~~$11,354,458~~$5,207,155 at September 30, ~~2018.~~2019. The increase in inventories is attributable to ~~an increase~~the purchase of inventories to fulfill sales bookings not shipped in the ~~inventory purchased for the production of the SmartDesk and the execution of in-house orders, and reductions in purchases of raw materials during the period.~~first quarter.

Operating activities ~~provided $5,802,346~~used $840,949 of cash for the three months ended December 31, ~~2018~~2019 compared to providing ~~$3,048,308~~$1,226,718 of cash for the nine months ended December 31, 2018. The decrease in operating cash flows was primarily due to the increase in operating assets, as compared to the same period a year ago. Discontinued operations for the three months ended December 31, 2018 provided cash of $4,575,628.

Investment activities used $166,519 of cash for the three months ended December 31, ~~2017. The increase in operating cash flows was primarily due to the execution of in-house orders, and decreases in expenditures, as~~2019 compared to using cash of $428,879 during the ~~same~~three-month period aended December 31, 2018. Investing activities for the first quarter of fiscal year ~~ago.~~

~~Investment activities used $548,361~~2020 were driven by the Company’s investment in fixed assets offset by proceeds from the sale of ~~cash~~marketable securities. Discontinued operations for the three months ended December 31, 2018 ~~compared to using~~used cash of ~~$2,344,266 during the three-month period ended December 31, 2017. Investing activities for the first quarter of 2019 were primarily driven by the Company’s investment in fixed assets.~~$119,482.

Financing activities ~~used $5,390,885~~provided $2,782,103 of cash in the three-month period ended December 31, ~~2018~~2019 as compared to ~~providing~~using cash of ~~$1,320,544~~$1,607,752 in the three-month period ended December 31, ~~2017.~~2018. Financing activities were primarily driven by proceeds from notes payable and proceeds from securities purchase agreements offset by payments on bank loans, notes payable, expenses of notes payable and equity offerings, and use of the Company’s revolving ~~line~~credit lines. Discontinued operations for the three months ended December 31, 2018 used cash of ~~credit.~~$2,925,581.

We believe that our cash on hand and cash generated by operations is sufficient to meet the capital demands of our current operations during the ~~2019~~2020 fiscal year (ending September 30, ~~2019)~~2020). Any major increases in sales, particularly in new products, may require substantial capital investment. Failure to obtain sufficient capital could materially adversely impact our growth potential.

On August 22, 2018, Cemtrex entered into an underwriting agreement with Aegis Capital Corp., as the representative of the several underwriters, relating to the firm commitment underwritten public offering of 1,000,000 shares of the Company’s common stock, par value $0.001 per share, at a public offering price of $1.65 per share. The Company received approximately $1.5 million in net proceeds from the offering after deducting the underwriting discount and estimated offering expenses payable by the Company. The Company also granted the Underwriters an option for a period of 45 days to purchase up to an additional 150,000 shares of common stock to cover over-allotments, if any, at the public offering price, less the underwriting discount.

On November 26, 2018, Cemtrex, Inc. (the “Company”) commenced a rights offering to its stockholders (“Rights Offering”). Pursuant to the Rights Offering, the Company has distributed, at no charge to holders of record of the Company’s common stock and series 1 warrants as of November 19, 2018 (the “Record Date”), non-transferable subscription rights to purchase up to an aggregate of $2,700,000 worth of shares of common stock, at a purchase price equal to the lesser of (i) $1.06 per share (in which case 2,547,170 shares may be sold), or (ii) 95% of the volume weighted average price of the Company’s common stock for the five trading day period through and including December 19, 2018, which is the initial expiration date of the Rights Offering, all as set forth in the Prospectus Supplement filed on November 21, 2018 with the Securities and Exchange Commission (the “Prospectus Supplement”). On December 19, 2018 the price was set at $0.75 per share and the expiration date wass extended to December 21, 2018 Each stockholder of record on the Record Date received one right for each one share of common stock held by the stockholder, and each series 1 warrant holder of record on the Record Date received one right for every ten shares for which their warrant is exercisable. Each right entitles the holder to purchase one share of the Company’s common stock, subject to proration. In connection with the Rights Offering, the Company entered into a Dealer-Manager Agreement (the “Agreement”) with Advisory Group Equity Services, Ltd. doing business as RHK Capital (“RHK”). ~~As of December 31, 2018, 201,002 shares of common stock were issued for gross proceeds of $150,721. After deducting offering expenses of $12,027 the Company received $138,694 in net proceeds.~~

Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our expansion goals and working capital needs.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures reporting as promulgated under the Exchange Act is defined as controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and ~~Vice President of Finance~~Chief Financial Officer (“~~VPF”~~CFO”), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our CEO and our ~~VPF~~CFO have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, ~~2018, based~~2019. Based on ~~its~~their evaluation, our management has concluded that as of December 31, ~~2018~~2019 there is a material weakness in our internal control over financial reporting. The material weakness relates to the Company lacking sufficient ~~qualified,~~ accounting personnel. The shortage of ~~qualified~~ accounting personal resulted in the Company lacking entity level controls around the review of period-end reporting processes, accounting policies and public disclosures. This deficiency is common in small companies, similar to us, with limited personnel.

In order to mitigate the material weakness, the Board of Directors has assigned a priority to the short-term and long-term improvement of our internal control over financial reporting. Our Board of Directors will work with management to continuously review controls and procedures to identified deficiencies and implement remediation within our internal controls over financial reporting and our disclosure controls and procedures.

Changes in Internal Control Over Financial Reporting

While there was no change in the Company’s internal control over financial reporting during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, the Company is taking steps to improve its internal controls by obtaining additional ~~qualified~~ accounting personnel.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Part II Other Information

Item 1. Legal Proceedings.

~~Three securities class action complaints were filed against~~NONE.

Item 1A. Risk Factors

See Risk Factors included in our ~~company and certain of our executive officers in the U.S. District Court~~Annual Report on Form 10-K for the Eastern District of New York on February 24, 2017. Under the requirements of the Private Securities Litigation Reform Act of 1995, these three alleged class actions, as well as any further related actions, were consolidated into a single lawsuit on March 9, 2018. A follow-on, related derivative complaint also was filed against us and our executive officers and directors in New York State court on April 10, 2017. That derivative action has been stayed by agreement of the parties until after the motion to dismiss process in the consolidated alleged class actions has run its course. Pursuant to a stipulated District Court schedule, plaintiffs filed an Amended Consolidated Class Action Complaint on May 7, 2018. We filed a motion to dismiss this class action with the Court on July 6, 2018. On October 4, 2018, the Company reached a settlement on the securities class action litigation through a mediator for an amount of $625,000 and also reached a settlement on Derivative action for an amount of $100,000. This settlement is subject to a final court approval which will take several months. The settlement amounts shall be paid by the Company’s insurance carrier.2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the three months ended December 31, ~~2018,~~2019, the Company issued an aggregate of ~~210,736~~123,400 shares of common stock in exchange for aggregate consideration of ~~$225,000,~~$157,835, which was used for working capital. Such shares were issued pursuant to the exemption contained under Section 4(a)(2) of the Securities Act of 1933, as amended.

2224

Item 6. Exhibits

Exhibit No.		Description
2.2		Stock Purchase Agreement regarding the stock of Advanced Industrial Services, Inc., AIS Leasing Company, AIS Graphic Services, Inc., and AIS Energy Services, LLC, Dated December 15, 2015. ~~(6)~~
~~2.3~~		~~Asset Purchase agreement between Periscope GmbH and ROB Centrex Assets UG, ROB Cemtrex Automotive GmbH, and ROB Cemtrex Logistics GmbH. (7)~~(5)
3.1		Certificate of Incorporation of the company.(1)
3.2		By Laws of the company.(1)
3.3		Certificate of Amendment of Certificate of Incorporation, dated September 29, 2006.(1)
3.4		Certificate of Amendment of Certificate of Incorporation, dated March 30, 2007.(1)
3.5		Certificate of Amendment of Certificate of Incorporation, dated May 16, 2007.(1)
3.6		Certificate of Amendment of Certificate of Incorporation, dated August 21, 2007.(1)
3.7		Certificate of Amendment of Certificate of Incorporation, dated April 3, 2015.(3)
3.8		Certificate of Designation of the Series A Preferred Shares, dated September 8, 2009.(2)
3.9		Certificate of Designation of the Series 1 Preferred Stock.~~(12)~~(11)
3.10		Certificate of Amendment of Certificate of Incorporation, dated September 7, 2017 ~~(15)~~(12)
3.11		Certificate of Designations of Series B Redeemable Convertible Preferred Stock..(14)
3.12		Certificate of Correction to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Cemtrex, Inc (6)
3.13		Certificate of Designation for Series C Preferred Stock, dated October 7, 2019 (8)
4.1		Form of Subscription Rights Certificate. (10)
4.2		Form of Series 1 Preferred Stock Certificate. (10)
4.3		Form of Series 1 Warrant. (10)
~~10.7~~4.4		~~Loan Agreement between Fulton Bank, N.A. and Advanced Industrial Services, Inc., AIS Acquisition, Inc., AIS Leasing Company,~~Form of Common Stock Purchase Warrant, dated ~~December 15, 2015.(6)~~
~~10.8~~		~~Promissory Note between Kris L. Mailey and AIS Acquisition, Inc. dated December 15, 2015.(6)~~
~~10.9~~		~~Promissory Note between Michael R. Yergo and AIS Acquisition, Inc. dated December 15, 2015.(6)~~March 22, 2019. (14)
10.1		~~Term Loan~~Employment Agreement, ~~between Cemtrex GmbH and Sparkasse Bank for Financing of funds within the scope of the Asset-Deals of the ROB Group,~~ dated October ~~4, 2013.~~3, 2019 (8)
~~10.11~~10.2		~~Working Capital Credit Line Agreement between Cemtrex GmbH and Sparkasse Bank, dated October 4, 2013 (updated May 8, 2014).(8)~~
~~10.12~~		Loan Agreement between ROB Cemtrex GmbH and Sparkasse Bank to finance the purchase of the property at Am Wolfsbaum 1, 75245 Neulingen, Germany, dated October 7, 2013, purchase completed March 1, 2014.(9)
~~10.13~~		~~Nonstatutory Stock Option Agreement entered into as of February 12, 2016 between Cemtrex, Inc. and Saagar Govil (11)~~
~~10.14~~		~~Nonstatutory Stock Option Agreement entered into as of December 5, 2016 between Cemtrex, Inc. and Saagar Govil (13)~~
~~10.15~~		~~Exchange Agreement dated as of February 1, 2017 and effective February 9,2017 by and between Cemtrex Inc. and Ducon Technologies, Inc.(12)~~
~~10.16~~		~~Nonstatutory Stock Option Agreement entered into as of December 18, 2017 between Cemtrex, Inc. and Saagar Govil (16)~~
~~10.17~~		~~Securities Purchase Agreement, dated March 23, 2018, by and between Cemtrex, Inc. and NIL Funding Corporation. (17)~~
~~10.18~~		~~Research and Development Services~~Placement Agent Agreement by and between ~~Vicon Industries, Inc.~~Intercostal Capital, dated July 1, 2019 and Cemtrex, Inc., ~~(20)~~(13)
14.1		Corporate Code of Business Ethics.(4)
~~16.1~~		~~Letter of Bharat Parikh & Associates, dated February 26, 2018 (18)~~
~~16.2~~		~~Letter to the Securities and Exchange Commission from Green & Company, CPAs (19)~~
21.1*		Subsidiaries of the Registrant
31.1*		Certification of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Vice President of Finance and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.
32.2*		Certification of Vice President of Finance and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith

(1) Incorporated by reference from Form 10-12G filed on May 22, 2008.

(2) Incorporated by reference from Form 8-K filed on September 10, 2009.

(3) Incorporated by reference from Form 8-K filed on August 22, 2016.

(4) Incorporated by reference from Form 8-K filed on July 1, 2016.

(5) ~~Intentionally omitted~~

~~(6)~~ Incorporated by reference from Form 8-K/A filed on September 26, 2016.

~~(7)~~(6) Incorporated by reference from Form ~~8-K/A~~8-K filed on ~~November 24, 2017.~~June 12, 2019.

(7) Intentionally omitted

(8) Incorporated by reference from Form ~~8-K/A~~8-K filed on ~~November 9, 2016.~~October 8, 2019

(9) ~~Incorporated by reference from Form 10-Q/A filed on November 10, 2016.~~Intentionally omitted

(10) Incorporated by reference from Form S-1 filed on August 29, 2016 and as amended on November 4, 2016, November 23, 2016, and December 7, 2016.

(11) Incorporated by reference from Form ~~10-K filed on December 28, 2016.~~

~~(12) Incorporated by reference from Form~~ 8-K filed on January 24, 2017.

~~(13) Incorporated by reference from Form 8-K filed on February 10, 2017.~~

~~(14) Incorporated by reference from Form 10-Q filed on February 14, 2017.~~

~~(15)~~(12) Incorporated by reference from Form 8-K filed on September 8, 2017.

~~(16)~~(13) Incorporated by reference from Form ~~10-Q~~10-K filed on ~~February 14, 2018.~~July 2, 2019.

~~(17)~~(14) Incorporated by reference from Form 8-K filed on March ~~27, 2018.~~

~~(18) Incorporated by reference from Form 8-K filed on February 27, 2018.~~

~~(19) Incorporated by reference from Form 8-K filed on September 28, 2018.~~

~~(20) Incorporated by reference from Form 10-K filed on January 11,~~22, 2019.

Signatures

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 hereunto duly authorized.

	Cemtrex, Inc.

Dated: February 19, ~~2019~~2020	By:	/s/ Saagar Govil
		Saagar Govil
		Chief Executive Officer


Dated: February 19, ~~2019~~2020		/s/ ~~Renato Dela Rama~~Aron Govil
		~~Renato Dela Rama~~Aron Govil
		~~Vice President of Finance~~
		Chief Financial Officer and Principal Financial Officer

	For the three
	months ended
	December 31, 2018
Revenues	$	6,379,274
Net loss	$	(745,165	)