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 ~~March~~December 31, 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.~~(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~~

631-756-9116

(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 [ ] No~~

[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 [ ] No~~

[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]~~ No

[ ]

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 ~~May 13, 2019,~~February 17, 2020, the issuer had ~~16,737,009~~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

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

	Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) for the three ~~and six~~ months ended ~~March~~December 31, 2019 and ~~March~~December 31, 2018 (Unaudited)	4

	Consolidated Statement of Stockholders’ Equity for the three ~~and six~~ months ended ~~March~~December 31, 2019 ~~and March 31, 2018~~ (Unaudited)	5

	~~Condensed~~ Consolidated ~~Statements~~Statement of ~~Cash Flow~~Stockholders’ Equity for the ~~six~~three months ended ~~March 31, 2019 and March~~December 31, 2018 (Unaudited)	6

	~~Notes to Unaudited~~ Condensed Consolidated ~~Financial~~ Statements of Cash Flow for the three months ended December 31, 2019 and December 31, 2018 (Unaudited)	7

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

~~Item 4.~~	~~Controls and Procedures~~	2219

Item 4. Controls and Procedures		23

PART II. OTHER INFORMATION

Item 1.		Legal Proceedings	23

~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	23

~~Item 6.~~	~~Exhibits~~	24

Item 1A Risk Factors		24

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		24

Item 6. Exhibits		25

SIGNATURES		2526

Part I. Financial Information

Item 1. Financial Statements

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

March 31, 2019 September 30, 2018
Assets
Current assets
Cash and equivalents $ 1,707,685 $ 973,772
Short-term investments 13,692 -
Restricted cash 1,228,653 1,342,163
Accounts receivable, net 15,599,809 13,945,655
Trade receivables - related party -   165,220
Inventory, net 17,566,352 11,354,458
Prepaid expenses and other current assets 4,355,052 4,132,996
Total current assets 40,471,243 31,914,264

Property and equipment, net 25,329,230 27,300,654
Goodwill 5,041,960 3,322,818
Investment in Vicon -   1,699,271
Other assets 4,706,345 3,093,607
Total Assets $ 75,548,778 $ 67,330,614

Liabilities & Stockholders’ Equity
Current liabilities
Accounts payable $ 11,157,303 $ 7,068,005
Short-term liabilities 16,069,234 10,913,703
Deposits from customers 122,920 50,619
Accrued expenses 4,591,690 2,333,938
Deferred revenue 1,105,811 970,590
Accrued income taxes 566,151 565,513
Total current liabilities 33,613,109 21,902,368

Long-term liabilities
Loans payable to bank, net of current portion 3,485,050 4,206,468
Long-term capital lease, net of current portion 32,835 44,081
Notes payable, net of current portion 309,455 276,639
Mortgage payable, net of current portion 3,285,427 3,568,545
Other long-term liabilities 1,199,539 -
Deferred tax liabilities 2,051,186 2,051,847
Deferred Revenue - long-term 433,828 —
Total long-term liabilities 10,797,320 10,147,580
Total liabilities 44,410,429 32,049,948

Commitments and contingencies -   -

Mezzanie equity
Series B Preferred stock, $500 Stated Value 3,000 shares authorized, 1,050 issued and outstanding at March 31, 2019 and 0 at September 30, 2018, net of discount 345,489 -

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 March 31, 2019 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, 14,487,284 shares issued and outstanding at March 31, 2019 and 12,973,730 shares issued and outstanding at September 30, 2018 14,847 12,973
Additional paid-in capital 33,924,120 31,485,320
Retained earnings (855,189 ) 4,262,756
Accumulated other comprehensive loss (1,512,057 ) (483,297 )
Total shareholders’ equity 31,574,731 35,280,666
Non-controlling interest of Vicon (781,871 ) —
Total liabilities, mezzanie equity and shareholders’ equity $ 75,548,778 $ 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

3

Cemtrex, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss)
(Unaudited)

For the three months ended For the six months ended
March 31, March 31,
2019 2018 2019 2018
Revenues
Advanced Technologies Revenue $ 6,927,778 $ - $ 7,395,613 $ -
Electronics Manufacturing Revenue 11,100,184 10,845,511 22,126,437 31,288,612
Industrial Technology Revenue 5,579,535 9,567,785 11,369,991 21,506,584
Total revenues 23,607,497 20,413,296 40,892,041 52,795,196

Cost of revenues
Cost of Sales, Advanced Technologies 3,899,773 - 4,092,138 -
Cost of Sales, Electronics Manufacturing 6,504,519 6,499,072 13,016,848 19,687,027
Cost of Sales, Industrial Technology 3,753,813 6,530,914 7,338,541 15,200,367
Total cost of revenues 14,158,105 13,029,986 24,447,527 34,887,394
Gross profit 9,449,392 7,383,310 16,444,514 17,907,802

Operating expenses
General and administrative 11,952,000 7,161,906 20,192,174 16,669,490
Research and development 471,611 57,881 851,128 207,098
Total operating expenses 12,423,611 7,219,787 21,043,302 16,876,588
Operating income/(loss) (2,974,219 ) 163,523 (4,598,788 ) 1,031,214

Other income (expense)
Other Income (expense) 69,284 506,946 116,927 798,713
Interest Expense (608,787 ) (204,367 ) (798,534 ) (572,828 )
Total other income (expense) (539,503 ) 302,579 (681,607 ) 225,885

Net income (loss) before income taxes and equity interest (3,513,722 ) 466,102 (5,280,395 ) 1,257,099
Income tax (expense)/benefit 1,173,700 (42,631 ) 1,106,849 (101,637 )
Earnings/(loss) in equity interests - - (342,776 ) -
Net income (loss) before non-controlling interest (2,340,022 ) 423,471 (4,516,322 ) 1,155,462
Less net income/(loss) noncontrolling interest of Vicon (356,155 ) - (356,155 ) -
Net income (loss) (1,983,867 ) 423,471 (4,160,167 ) 1,155,462

Preferred dividends paid - - 957,780 -
Net income/(loss) available to common shareholders (1,983,867 ) 423,471 (5,117,947 ) 1,155,462
Other comprehensive income/(loss)
Foreign currency translation gain/(loss) (171,208 ) (857,769 ) (1,028,760 ) (226,724 )
Comprehensive income/(loss) available to common shareholders $ (2,155,075 ) $ (434,298 ) $ (6,146,707 ) $ 928,738

Income/(loss) Per Common Share-Basic $ (0.14 ) $ 0.04 $ (0.38 ) $ 0.11
Income/(loss) Per Common Share-Diluted $ (0.14 ) $ 0.04 $ (0.38 ) $ 0.11

Weighted Average Number of Common Shares-Basic 14,197,087 10,599,033 13,646,161 10,542,340
Weighted Average Number of Common Shares-Diluted 14,197,087 10,699,529 13,646,161 10,644,859
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

4

Cemtrex, Inc. and Subsidiaries
Condensed Consolidated Statement of Stockholders’ Equity
(Unaudited)
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 statements.
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 Total
Number of Number of Number of Paid-in (Accumulated Comprehensive Stockholders’
Shares Amount Shares Amount Shares Amount Capital Deficit) Income(loss) Equity
Balance at September 30, 2018 1,914,168 $ 1,914 1,000,000 $ 1,000 12,973,370 $ 12,973 $ 31,485,320 $ 4,262,756 $ (483,297 ) $ 35,280,666
Foreign currency translations - - - - - - - - (857,552 ) (857,552 )
Share-based compensation - - - - - - 36,108 - - 36,108
Common stock issued in Subscription Rights Offering - - - - 201,002 201 138,493 - - 138,694
Common stock issued to pay notes payable - - - - 210,736 211 224,789 - - 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 13,385,108 $ 13,385 $ 32,842,394 $ 1,128,678 $ (1,340,849 ) $ 32,646,618
Foreign currency translations - - - - - - - - (171,208 ) (171,208 )
Share-based compensation - - - - - - 36,108 - - 36,108
Stock issued to pay notes payable - - - - 942,176 942 687,948 - - 688,890
Shares held in trust for ATM Offering - - - - 223,628 224 (224 ) - - -
Shares sold in ATM Offering - - - - 276,372 276 203,403 - - 203,679
Common stock sold in Securities Purchase Agreement - - - - 20,000 20 (20 ) - - -
Discount on Series B Preferred stock - - - - - - 154,511 - - 154,511
Net loss - - - - - - - (1,983,867 ) - (1,983,867 )
Balance at March 31, 2019 2,009,946 $ 2,010 1,000,000 $ 1,000 14,847,284 $ 14,847 $ 33,924,120 $ (855,189 ) $ (1,512,057 ) $ 31,574,731
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 Total
Number of Number of Number of Paid-in (Accumulated Comprehensive Stockholders’
Shares Amount Shares Amount Shares Amount Capital Deficit) Income(loss) Equity
Balance at September 30, 2017 1,822,660 $ 1,823 1,000,000 $ 1,000 10,404,434 $ 10,404 $ 24,694,325 $ 14,418,245 $ (133,492 ) $ 38,992,305
Foreign currency translations - - - - - - - - 631,045 631,045
Stock issued for convertible debt - - - - 98,821 99 219,901 - - 220,000
Stock issued for interest on convertible debt - - - - 50,267 50 109,094 - - 109,144
Net Income - - - - - - - 731,991 - 731,991
Balance at Decemder 31, 2017 1,822,660 $ 1,823 1,000,000 $ 1,000 10,553,522 $ 10,553 $ 25,023,320 $ 15,150,236 $ 497,553 $ 40,684,485
Foreign currency translations - - - - - - - - (857,769 ) (857,769 )
Stock issued for investment in Vicon - - - - 1,012,625 1,013 2,912,917 - - 2,913,930
Net Income - - - - - - - 423,471 - 423,471
Balance at March 31, 2018 1,822,660 $ 1,823 1,000,000 $ 1,000 11,566,147 $ 11,566 $ 27,936,237 $ 15,573,707 $ (360,216 ) $ 43,164,117

5

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.
6
Cemtrex, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)

For the six months ended
March 31,
2019 2018

Cash Flows from Operating Activities
Consolidated net income/(loss) $ (4,516,322 ) $ 1,155,462
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation and amortization 2,634,904 1,721,830
Deferred revenue (287,021 ) 780,455
Change in allowance for inventory obsolescence (38,276 ) 650,446
Share-based compensation 72,216 -
Interest expense paid in equity shares 163,890 -
Interest expense on convertible debt - 109,144
Consolidation of equity interest 342,776 -
Changes in operating assets and liabilities net of effects from acquisition of subsidiaries:

Accounts receivable 2,802,739 2,228,175
Trade receivables - related party 165,220 -
Inventory (1,181,200 ) 4,877,271
Prepaid expenses and other assets 171,100 (1,363,888 )
Other assets (1,186,589 ) (262,449 )
Other liabilities 9,343 -
Accounts payable 976,287 (883,004 )
Deposits from customers 72,301 -
Accrued expenses 395,634 (1,676,710 )
Income taxes payable (31,951 ) (587,204 )
Net cash provided by operating activities 565,051 6,749,528

Cash Flows from Investing Activities
Purchase of property and equipment (865,538 ) (8,180,925 )
Net cash used by investing activities (865,538 ) (8,180,925 )

Cash Flows from Financing Activities
Proceeds from notes payable - 2,300,000
Payments on notes payable (214,560 ) (244,321 )
Payments on secured loan (1,417,926 ) -
Payments on bank loans (996,589 ) (793,877 )
Proceeds from at-the-market offerings 360,695 -
Expenses on at-the-market offerings (18,323 ) -
Proceeds from the issuance of Series B Preferred Stock 500,000 -
Expenses from the issuance of Series B Preferred Stock (25,000 ) -
Revolving line of credit 1,387,344 (1,176,886 )
Payments on caplital lease obligations (11,246 ) -
Net cash provided/(used) by financing activities (435,605 ) 84,916
Effect of exchange rate differences on cash and cash equivalents 1,356,495 230,803

Net increase (decrease) in cash 620,403 (1,115,678 )
Cash beginning of period 2,315,935 11,974,752
Cash end of period $ 2,936,338 $ 10,859,074

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 611,444 $ 259,317

Cash paid during the period for income taxes $ 31,951 $ 587,204

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 $ 775,000 $ -
Dividends paid in equity shares $ 957,780 $ -

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
6 7

Cemtrex Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 – ORGANIZATION AND PLAN OF OPERATIONS

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. The Company drives innovation in a wide range of sectors, including smart technology, virtual and augmented realities, advanced electronic systems, industrial solutions, and 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.

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, 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 variable interest entity, Vicon Industries, Inc.~~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 the last eighteen months to revolutionize the desktop PC and personal workspace market. The SmartDesk is custom engineered and manufactured by Cemtrex with over eighteen patents pending around the product. SmartDesk combines and reimagines the needs of the modern office workstation in a sleek, clutter-free design. The product includes 72 inches of touch display monitors, proprietary patent-pending touch and gesture control, digital phone and webcam, integrated document scanner, wireless smartphone charging, 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.
~~Electronics Manufacturing (EM)~~
~~Cemtrex’s Electronics Manufacturing (EM) segment~~Company’s majority owned subsidiary, Vicon Industries, which 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~~end-to-end security solutions to meet the ~~highest standards~~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 ~~quality. Through its agile manufacturing environment, we can deliver low~~security and ~~medium volume~~surveillance in industrial and ~~mix services to our clients. Additionally, we design, develop,~~commercial facilities, federal prisons, hospitals, universities, schools, and ~~manufacture various interconnects~~federal 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.state government offices.
7

Industrial ~~Technology (IT)~~Services (IS)

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.~~
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 levelseeking to achieve ~~a deep understanding of our customer’s goals, challenges, strategies, operations,~~greater asset utilization and ~~products~~reliability to ~~ultimately build a long-lasting successful relationship.~~
~~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. Following the resignation of all other Board members by January 2019, the Company had elected to account for Vicon using the consolidation method. The Company is currently evaluating any fair market value adjustments that may be required.
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 developmentcut 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~~increase production from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty welding services, ~~consideration, developed technology ownership, non-disclosure~~ and ~~safeguard of Vicon’s software code.~~high-quality scaffolding.
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.
8

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 ~~variable interest entity~~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 March 31, 2019 or for the three and six 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.

9
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.

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
~~The following table represents~~
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 and six months ended March 31, 2019 and 2018,~~ because the effect of their inclusion would be anti-dilutive.
For the three and six months ended
March 31,
(unaudited)
2019 2018
Options 632,889 637,497
Warrants 3,671,717 3,471,717
4,304,606 4,109,214
~~NOTE 4 – VICON INDUSTRIES, INC. (VARIABLE INTEREST ENTITY)~~
On March 23, 2018, in a private resale transaction, the Company 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. The Company’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. The Company purchased the shares of common stock and warrant of Vicon Industries in exchange for 1,012,625 shares of The Company common stock. Following the closing of the transaction, Saagar Govil, The Company’s Chairman and Chief Executive Officer, and Aron Govil, The Company’s Executive Director, joined the Vicon Industries Board of Directors and Saagar Govil assumed the position of Chief Executive Officer of Vicon Industries.
Vicon is a variable interest entity of which the Company beneficially owned a minority 46.0% interest at March 31, 2019, and, for accounting purposes under FASB guidelines, is considered the primary beneficiary among the equity participants based on qualitative and quantitative criteria. Vicon was incorporated in 1967 and develops video management software and also designs, assembles and markets a wide range of video system components, comprised principally of cameras, network video servers/recorders, encoders and mass storage units, used in security, surveillance, safety, and control applications by a broad group of end users. A video system is typically a private (or hybrid public/private) network that can transmit and receive video, audio and data signals in accordance with the operational needs of the user. Vicon’s primary business focus is the design of network video systems that it produces and sells worldwide, primarily to authorized dealers, system integrators, government entities and security products distributors.
10

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 six months ended For the three months ended
March 31, March 31, December 31,
2019 2018 2019 2018 2019 2018
Revenues from external customers
Advanced Technologies 6,927,778 - $ 7,395,613 $ - $ 7,225,233 $ 467,835
Electronics Manufacturing 11,100,184 10,845,511 22,126,437 31,288,612
Industrial Technology 5,579,535 9,567,785 11,369,991 21,506,584
Industrial Services 4,994,850 5,249,754
Total revenues 23,607,497 20,413,296 $ 40,892,041 $ 52,795,196 $ 12,220,083 $ 5,717,589

Gross profit
Advanced Technologies 3,028,005 - $ 3,303,475 $ - 3,542,787 $ 275,470
Electronics Manufacturing 4,595,665 4,807,400 9,109,589 11,601,585
Industrial Technology 1,825,722 3,036,871 4,031,450 6,306,217
Industrial Services 1,805,699 1,912,116
Total gross profit 9,449,392 7,844,271 $ 16,444,514 $ 17,907,802 $ 5,348,486 $ 2,187,586

Operating (loss) income
Advanced Technologies (2,437,421 ) - $ (3,667,729 ) $ - $ 19,932 $ (1,230,308 )
Electronics Manufacturing 26,296 (82,348 ) (160,878 ) 464,012
Industrial Technology (563,094 ) 245,871 (770,181 ) 567,202
Total operating (loss) income (2,974,219 ) 163,523 $ (4,598,788 ) $ 1,031,214
Industrial Services 99,011 (296,184 )
Total operating income/(loss) $ 118,943 $ (1,526,492 )

Other income (expense)
Advanced Technologies (194,225 ) - $ (194,385 ) $ - $ (226,815 ) $ (391,564 )
Electronics Manufacturing (29,694 ) 263,361 (45,972 ) 122,159
Industrial Technology (315,584 ) 39,218 (441,250 ) 103,726
Industrial Services (31,382 ) (77,038 )
Total other income (expense) (539,503 ) 302,579 $ (681,607 ) $ 225,885 $ (258,197 ) $ (468,602 )

Depreciation and Amortization
Advanced Technologies 346,450 - $ 866,992 $ - $ 384,226 $ 536,194
Electronics Manufacturing 542,737 476,042 823,698 912,042
Industrial Technology 668,455 403,933 944,214 809,788
Industrial Services 290,127 104,021
Total depreciation and amortization 1,557,642 879,975 $ 2,634,904 $ 1,721,830 $ 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
11 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 ~~$1,228,653~~$1,233,269 as of ~~March~~December 31, 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 ~~$106,230~~$118,889 as of ~~March~~December 31, 2019 and ~~$104,987 at~~ September 30, ~~2018.~~2019.

NOTE 87 – ACCOUNTS RECEIVABLE, NET

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

December 31, September 30,
March 31, 2019 September 30, 2018 2019 2019
Accounts receivable $ 15,898,517 $ 14,244,363 $ 7,261,772 $ 7,065,035
Allowance for doubtful accounts (298,708 ) (298,708 ) (610,413 ) (606,051 )
$ 15,599,809 $ 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:

March 31, 2019 September 30, 2018
Raw materials $ 9,721,220 $ 8,654,497
Work in progress 1,966,159 1,412,828
Finished goods 6,851,645 2,298,081
18,539,024 12,365,406

Less: Allowance for inventory obsolescence (972,672 ) (1,010,948 )
Inventory –net of allowance for inventory obsolescence $ 17,566,352 $ 11,354,458
12
December 31, September 30,
2019 2019
Raw materials $ 4,100,771 $ 4,917,700
Work in progress 1,040,499 543,857
Finished goods 4,050,265 3,683,810
9,191,535 9,145,367

Less: Allowance for inventory obsolescence (3,918,643 ) (3,938,212 )
Inventory –net of allowance for inventory obsolescence $ 5,272,892 $ 5,207,155

NOTE 109 – PROPERTY AND EQUIPMENT

Property and equipment are summarized as follows:

December 31, September 30,
March 31, 2019 September 30, 2018 2019 2019
Land $ 1,063,715 $ 1,063,715 $ - $ -
Building 5,311,269 5,321,926
Building and leasehold improvements 1,233,732 1,233,733
Furniture and office equipment 2,579,195 2,685,315 617,855 614,569
Computers and software 7,070,003 6,762,046 5,147,574 5,166,922
Trade show display 89,330 - 89,330 89,330
Machinery and equipment 27,936,709 22,102,390 23,459,569 23,463,953
44,050,221 37,935,392 30,548,060 30,568,507

Less: Accumulated depreciation (18,720,991 ) (10,634,738 ) (13,981,494 ) (13,791,955 )
Property and equipment, net $ 25,329,230 $ 27,300,654 $ 16,566,566 $ 16,776,552

Depreciation expense for the ~~six~~three months ended ~~March~~December 31, 2019 and 2018 were ~~$2,634,904~~$674,353 and ~~$1,721,830,~~$640,215, respectively.
NOTE 10 – LEASES
ASC 842, “Leases”, 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 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 ~~March~~December 31, 2019, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of ~~$617,850,~~$23,809, other current assets of ~~$1,745,848 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 ~~March~~December 31, 2019, the Company had other assets of ~~$4,706,345~~$991,654 which was comprised of rent security of ~~$144,125, deferred tax assets of $4,140,988,~~$140,246, and other assets of ~~$421,232.~~$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 ~~LIABILITES~~LIABILITIES

The Company’s subsidiaries have revolving lines of credit with various banks in order to fund operations. As of ~~March~~December 31, 2019, ~~and September 30, 2018,~~ the ~~balances~~balance of these accounts were ~~$2,028,974 and $2,639,542, respectively.~~$408,940.
On February 12, 2018 the Company’s subsidiary ROB Cemtrex GmbH obtained a $3,680,079 (€3,000,000 based on the exchange rate at the time) secured loan 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 March 31, 2019, the loan had a balance of $3,443,353, 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. This note carries interest of 8% and is due after 18 months. At September 30, 2018 1,475,000 of this note was outstanding with $225,000 classified as long-term. During the six months ended March 31, 2019, 1,152,912 shares of the Company’s common stock have been issued to satisfy $775,000 of this note. As of March 31, 2019, $700,000 of this note remains outstanding with $275,000 classified as long-term. Additionally, during the six months ended March 31, 2019, the Company recognized $163,890 of additional interest expense due to the value of stock given exceeded the note payable settled.
~~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.~~
13

On September 21, 2018, the Company’s ~~variable interest entity,~~subsidiary, Vicon Industries, entered into a $5,600,000 Term Loan Agreement with NIL Funding Corporation. This note carries interest of 8.95% and has a maturity date of March 30, 2020. As of ~~March~~December 31, 2019, ~~$5,350,000~~$5,425,000 of this note remains outstanding.

As of ~~March~~December 31, 2019, ~~and September 30, 2018~~ there were ~~$3,096,907 and $1,807,910~~$3,766,391 in current portion of long-term ~~liabilities, respectively.~~liabilities.

NOTE 14 – RELATED PARTY TRANSACTIONS

On August 31, 2019, the Company entered into an Asset Purchase Agreement for the sale of Griffin Filters, LLC to Ducon Technologies, Inc., which Aron Govil, the Company’s CFO, is President, for total consideration of $550,000. As of December 31, ~~2018, the Company has completed its move to Long Island City. Prior to~~2019, and December 31, ~~2018, the Company leased its principal office at Farmingdale, New York, 8,000 square feet of office~~2019, there was $597,109 and ~~warehouse/assembly space on a month to month lease~~$227,019 in a building owned by Aron Govil, Executive Director of the Company, at a monthly rental of $10,000. For the six months ended March 31, 2019 and 2018 rent expense under this lease was $30,000 and $60,000,receivables due from Ducon Technologies, Inc., respectively.

NOTE 15 – ~~MEZZANIE EQUITY~~LONG-TERM LIABILITIES
Notes payable

On ~~March 22,~~October 25, 2019, the Company, ~~entered into~~issued a ~~Securities Purchase Agreement (the “Purchase Agreement”) with~~note payable to an ~~unaffiliated institutional investor (the “Investor”), pursuant to which~~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 ~~agreed~~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 todiscount of $225,000 and legal fees of $5,000, the ~~Investor 20,000 shares~~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 common stock, a warrant to purchase 200,000 shares of common stock and 2,100 shares of Series B Preferred Stock, stated value $500 per share. The Series B Preferred Stock has a maturity date of one year from the issuance date andDecember 31, 2019, the Company has ~~agreed to pay dividends on the outstanding shares~~lease liabilities of ~~Series B Preferred at the rate equal to 7.5% per annum (increasing by 10% upon the occurrence~~$1,225,588 of each trigger (or default) event). Dividends are payable on the date the shares of Series B Preferred are converted or on maturity. The dividends must be paid in cash or, in certain circumstances, may be paid in shares of Common Stock. As of March 31, 2019, 1,050 shares of Series B Preferred Stock, 20,000 shares of Common Stock, and a Series B warrant to purchase 200,000 shares of common stock were issued for gross proceeds of $500,000.which $476,808 is classified as short-term. The Company has assigned the relative fair value of $10,359 to the Common Stock issued, $20,231 to the Series B warrant issued, $98,921 to the benefit conversion feature, and $25,000 to the upfront 5% discount for total of $154,511 of discounts to the Series B Preferred Stockcalculated that at September 30, 2019 it would have had an additional $1,351,317 with $289,235 classified as ~~of March 31, 2019 After deducting offering expenses of $25,000 the Company received $475,000 in net proceeds. The proceeds were used to fund operations.~~short-term.
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 ~~March~~December 31, 2019, and September 30, ~~2018,~~2019, there were ~~3,010,996~~3,316,683 and ~~2,914,168~~3,110,718 shares issued and outstanding, respectively.

Series 1 Preferred Stock

For the ~~six~~three months ended ~~March~~December 31, 2019, ~~95,778~~105,965 shares of Series 1 Preferred Stock were issued to pay ~~$957,780~~$1,059,650 worth of dividends to holders of Series 1 Preferred Stock.

As of ~~March~~December 31, 2019, and September 30, ~~2018,~~2019, there were ~~2,009,946~~2,216,683 and ~~1,914,168~~2,110,718 shares of Series 1 Preferred Stock issued and outstanding, respectively.

Series A Preferred stock

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

As of ~~March~~December 31, 2019, and September 30, ~~2018,~~2019, there were 1,000,000 shares of Series A Preferred Stock issued and outstanding.
Series C Preferred Stock
On October 3, 2019, pursuant to Article IV of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up to one hundred thousand (100,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock are entitled to the number of votes equal to the result of (i) the total number of shares of Common Stock outstanding at the time of such vote multiplied by 10.01, and divided by (ii) the total number of shares of Series C Preferred Stock outstanding at the time of such vote, at each meeting of our shareholders with respect to any and all matters presented to our shareholders for their action or consideration, including the election of directors.
For the three months ended December 31, 2019, 100,000 shares of Series C Preferred Stock were issued to Aron Govil, Executive Director and CFO of the Company as part of his employment agreement. In order to 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 C Preferred 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 ~~March~~December 31, 2019, there were ~~14,487,284~~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.

14
During the ~~six~~three months ended ~~March~~December 31, 2019, ~~1,152,912~~105,142 shares of the Company’s common stock have been issued to satisfy ~~$775,000~~$100,000 of a ~~short-term~~ note payable ~~201,002~~and $30,252 interest, 338,393 shares were issued in a Securities Subscription ~~Rights Offering(See~~Agreement (See below), ~~500,000~~18,358 shares were issued ~~and held~~to satisfy $27,583 of accounts payable.
During the three months ended December 31, 2019, the Company issued an aggregate of 123,400 shares of common stock in ~~trust in an At-the-Market Offering Agreement(See below), and 20,000 were issued in a Securities Purchase Agreement(See below).~~
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 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 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 March 31,4, 2019, ~~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.~~
~~At-the-Market Offering Agreement~~
~~On January 28, 2019,~~the “Company entered into ~~an At-the-Market Offering~~a Subscription Agreement ~~(the “Agreement”) with Advisory Group Equity Services, Ltd. Doing business as RHK Capital (the “Manager”), pursuant to which the Manager will act as the Company’s sales agent with respect~~relating to the ~~issuance and sale~~public offering of ~~up to $2,000,000~~338,393 shares (the “Shares”) of the Company’s ~~shares of~~ common stock, par value $0.001 per share, ~~(the “Shares”), from time to time in an at-the-market public offering~~all of which were sold by the Company (the “Offering”). to an accredited investor. The ~~proceeds were used to fund operations.~~
~~Sales~~Offering price of the Shares through the Manager, will be made directly on The NASDAQ Capital Market, on any other existing trading market for our common stock or to or through a market maker. The Manager may also sell the Shares in privately negotiated transactions, provided that the Manager receives our prior written approval for any sales in privately negotiated transactions. The Company will pay the Manager a commission equal to 3.0% of the gross proceeds from the sale of the Shares pursuant to the Sales Agreement. As of March 31, 2019, 500,000 shares of common stock were issued and held in trust. Of the shares held in trust, 276,372 were issuedwas $1.12 per share for gross proceeds of ~~$209,974.~~$379,000. After deducting offering expenses of ~~$6,296~~$18,950 the Company received ~~$203,679~~$360,050 in net proceeds. ~~The proceeds were used to fund operations.~~
NOTE 17 – SHARE-BASED COMPENSATION

For the ~~six~~three months ended ~~March~~December 31, 2019 and 2018, the Company recognized ~~$72,216~~$119,104 and ~~zero~~$36,108 of share-based compensation expense on its outstanding options, respectively. As of ~~March~~December 31, 2019, ~~$112,483~~$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~~this lease terminated on ~~December 13, 2022, (iv) approximately 15,500 square feet~~January 29, 2020, upon the purchase of ~~warehouse space in Emigsville, PA from a third party in a one year~~this property (SEE NOTE 20), the Company has recognized $65,475 of lease ~~at a monthly rent of $4,555 expiring on August~~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’s EM segment owns a 70,000 square-foot manufacturing building in Neulingen. The EM segment also~~Company has recognized $67,002 of lease expense for these leases ~~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~~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 1920 - 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 April of 2019,~~Subscription Agreement
On January 23, 2020, the Company ~~issued 811,166~~entered into a Subscription Agreement relating to the public offering of 500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, all of which were sold by the Company (the “Offering”) to an accredited investor. The Offering price of the Shares was $1.50 per share. After offering expenses and a 5% commission paid to the Company’s placement agent, the Company received net proceeds of approximately $705,000 from the Offering.
Purchase of Properties
On January 28, 2020, the Company’s subsidiary, Advanced Industrial Services, Inc., completed the purchase of two 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 amount of $2,476,000. This mortgage carries interest of 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 Series 1 Preferred Shares.
During January and February of 2020, the Company purchased 129,223 shares of ~~common stock~~its Series 1 Preferred Stock on the open market at an average price per share of $1.103, for an aggregate cost of approximately $142,592. The Company intends to ~~satisfy $275,000 worth of notes payable.~~retire these shares.
~~In April and May of 2019, the Company issued 1,384,485 shares of common stock to convert 700 shares of Series B Preferred Stock.~~
15
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.

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 ~~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.

16
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 ~~March~~December 31, 2019 and 2018

Total revenue for the three months ended ~~March~~December 31, 2019 and 2018 was ~~$23,607,497~~$12,220,083 and ~~$20,413,296,~~$5,717,589, respectively, an increase of ~~$3,194,201,~~$6,502,494, or ~~16%~~114%. ~~Net income available to common shareholders~~Loss from continuing operations for the three months ended ~~March~~December 31, 2019 and 2018 was ~~a loss of $1,983,867~~$139,254 and ~~income of $423,471,~~$1,995,094, respectively, a decrease of ~~$2,407,338,~~$1,855,790, or ~~568%~~93%. Total revenue infor the ~~second~~ quarter increased, as compared to total revenue in the same period last year, due to ~~new revenues~~the consolidation of Vicon Industries, Inc. and sales and other increases in the Advanced ~~Technologies Segment, which had no revenues during the same period last year, a small increase in revenues in the Electronics Manufacturing segment, and lower sales in the Industrial~~ Technology ~~segment due to the softening demand for environmental products. Net income available to common shareholders~~Segment. Loss from continuing operations decreased due to ~~increased expenses in sales~~reorganization and ~~marketing for the SmartDesk and VR applications~~cost saving measures enacted by management in the Advanced Technologies segment as well as the consolidation of the variable interest entity, Vicon Industries, Inc., lower other income in the Electronics Manufacturing Segment due to a one-time income on debt forgiveness as a result of the consolidation of the manufacturing facilities in Germany in the same period last ~~year, and lower revenues in the Industrial Technology segment in response the decline in demand for environmental products.~~fiscal year.

Revenues

Our Advanced Technologies segment revenues for the three months ended ~~March~~December 31, 2019, ~~was $6,927,778. This is a new segment~~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. Revenues in this segment are attributable to the sale of software development services, sales of SmartDesks, andthree months ended December 31, 2018. This increase represents mainly the consolidation of ~~the variable interest entity,~~ Vicon Industries, Inc. ~~Revenues from the SmartDesk sales were $638,000.~~
Our ~~Electronics Manufacturing~~Industrial Services segment revenues for the three months ended ~~March~~December 31, 2019, ~~increased~~decreased by ~~$254,673~~$254,904 or 2%5%, to ~~$11,100,184~~$4,994,850 from ~~$10,845,511~~$5,249,754 for the three months ended ~~March 31, 2018. The primary reason for increased sales was due to new contracts in the segment.~~
~~Our Industrial Technology segment revenues for the three months ended March 31, 2019 decreased by $3,988,250 or 42%, to $5,579,535 from $9,567,785 for the three months ended March~~December 31, 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 ~~March~~December 31, 2019 was ~~$9,449,392~~$5,348,486 or ~~40%~~44% of revenues as compared to gross profit of ~~$7,383,310~~$2,187,586 or ~~36%~~38% of revenues for the three months ended ~~March~~December 31, 2018. Gross profit ~~as a percentage of revenues~~increased in the three months ended ~~March~~December 31, 2019, ~~increased as~~ compared to the three months ended ~~March~~December 31, 2018 asdue 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 ~~March~~December 31, 2019 increased ~~$4,790,094~~$1,518,396 or ~~67%~~46% to ~~$11,952,000~~$4,852,957 from ~~$7,161,906~~$3,334,561 for the three months ended ~~March~~December 31, 2018. General and administrative expenses as a percentage of revenue was ~~51%~~40% and ~~35%~~58% of revenues for the three-month periods ended ~~March~~December 31, 2019 and 2018. The ~~dollar for dollar and percentage~~ increases in ~~operating expenses was due to increased expenses~~General and Administrative Expenses in ~~sales and marketing for~~dollars is the ~~SmartDesk and VR applications in the Advanced Technologies segment as well as the consolidation~~result of the ~~variable interest entity,~~Consolidation of Vicon Industries, Inc. The decrease in General and Administrative Expenses as a percentage of revenue is the result of reduction in overhead expenses.
17

Research and Development Expenses

Research and Development expenses for the three months ended ~~March~~December 31, 2019 was ~~$471,611~~$376,586 compared to ~~$57,881~~$379,517 for the three months ended ~~March~~December 31, 2018. Research and Development expenses are primarily related to the Advanced Technologies Segment’s development of proprietary ~~software~~technology and further developments of the SmartDesk ~~as well as on-going development for~~and video surveillance ~~technology under Vicon.~~software.

Other Income/(Expense)

~~Interest and other~~Other income/(expense) for the ~~second~~first quarter of fiscal ~~2019~~2020 was ~~$(539,503)~~$(258,197) as compared to ~~$302,579~~$(468,602) for the ~~second~~first quarter of fiscal ~~2018.~~2019. Other income/(Expense) for the three months ended ~~March~~December 31, 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 ~~second~~first quarter of fiscal ~~2019 we recorded an~~2012 no income tax benefit ~~of $1,173,700~~or provision was recorded compared to a ~~provision~~benefit of ~~$42,631~~$50 for the ~~second~~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.

Comprehensive income/loss ~~available to common shareholders~~

The Company had a comprehensive loss ~~available to common shareholders~~ of ~~$2,155,075~~$829,218 or 9%7% of revenues, for the three-month period ended ~~March~~December 31, 2019 as compared to a comprehensive loss ~~available to common shareholders~~ of ~~$434,298~~$3,991,630 or 2%70% of revenues, for the three months ended ~~March~~December 31, 2018. Comprehensive loss ~~available to common shareholders~~decreased in the ~~second~~first quarter ~~increased,~~ as compared to comprehensive loss ~~available to common shareholders~~ in the same period last year, ~~due the higher expenses related to the sales and marketing in the Advanced Technologies segment along with lower revenues in the Industrial Technologies segment.~~
~~Results of Operations - For the six months ending March 31, 2019 and 2018~~
Total revenue for the six months ended March 31, 2019 and 2018 was $40,894,041 and $52,795,196, respectively, a decrease of $11,903,155, or 23%. Net income available to common shareholders for the three months ended March 31, 2019 and 2018 was a loss of $5,117,947 and income of $1,155,462, respectively, a decrease of $6,629,564, or 564%. Total revenue in the first two quarters decreased, as compared to total revenue in the same period last year, due to decreased revenues in the Electronics Manufacturing segment, and lower sales in the Industrial Technology segment due to the softening demand for environmental products offset by revenues in the Advanced Technologies Segment, which had no revenues during the same period last year, a. Net income available to common shareholders decreased due to increased expenses in sales and marketing for the SmartDesk and VR applications in the Advanced Technologies segment as well as the consolidation of the variable interest entity, Vicon Industries, Inc., Lower other income in the Electronics Manufacturing Segment due to a one-time income on debt forgiveness as a result of ~~the consolidation~~reduction of ~~the manufacturing facilities in Germany in the same period last year, and lower revenues in the Industrial Technology segment in response the decline in demand for environmental products.~~
~~Revenues~~
Our Advanced Technologies segment revenues for the six months ended March 31, 2019 was $7,395,613. This is a new segment for the company and we anticipate revenues to grow with development and investment in this division. Revenues in this segment are attributable to the sale of software development services, sales of SmartDesks, and the consolidation of the variable interest entity, Vicon Industries, Inc.
18
Our Electronics Manufacturing segment revenues for the six months ended March 31, 2019 decreased by $9,162,175 or 29% to $22,126,437 from $31,288,612 for the six months ended March 31, 2018. The primary reason for decreased sales was due to the loss of two customers in the EM subsequent to the first quarter of fiscal 2018, one as result of consolidation and other due to obsolescence of their product.
Our Industrial Technology segment revenues for the six months ended March 31, 2019 decreased by $10,136,593 or 47%, to $11,369,991 from $21,506,584 for the six months ended March 31, 2018. The decrease was primarily due to decreased demand for environmental products globally and as result of relaxation of environmental regulations by the current administration.
~~Gross Profit~~
Gross Profit for the six months ended March 31, 2019 was $16,444,514 or 40% of revenues as compared to gross profit of $17,907,802 or 34% of revenues for the six months ended March 31, 2018. Gross profit as a percentage of revenues in the six months ended March 31, 2019 increased as compared to the six months ended March 31, 2018 as the Company works to achieve economies of scale, lower expenses, and shift to products and services with higher margins. The Company’s gross profit margins vary from product to product and from customer to customer.
~~General and Administrative Expenses~~
~~General~~general and administrative expenses for the six months ended March 31, 2019 increased $3,522,684 or 21% to $20,192,174 from $16,669,490 for the six months ended March 31, 2018. General and administrative expenses as a percentage of revenue was 49% and 32% of revenues for the six-month periods ended March 31, 2019 and 2018. The dollar for dollar and percentage increases in operating expenses was due to increased expenses in sales and marketing for the SmartDesk and VR applications in the Advanced Technologies segment as well as the consolidation of the variable interest entity, Vicon Industries.expenses.
~~Research and Development Expenses~~
Research and Development expenses for the six months ended March 31, 2019 was $851,128 compared to $207,098 for the six months ended March 31, 2018. Research and Development expenses are primarily related to the Advanced Technologies Segment’s development of proprietary software and further developments of the SmartDesk as well as on-going development for video surveillance technology under Vicon.
~~Other Income/(Expense)~~
Interest and other income/(expense) for the first and second quarters of fiscal 2019 was $(681,607) as compared to $225,885 for the first and second quarters of fiscal 2018. Other income/(Expense) for the six months ended March 31, 2019 was primarily due to interest expense related to the Company’s interest-bearing payables.
~~Provision for Income Taxes~~
During the first and second quarters of fiscal 2019 we recorded an income tax benefit of $1,106,849 compared to a provision of $101,637 for the first and second quarters of fiscal 2018. 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.
~~Comprehensive income/loss available to common shareholders~~
The Company had a comprehensive loss available to common shareholders of $6,146,707 or 16% of revenues, for the six-month period ended March 31, 2019 as compared to a comprehensive income available to common shareholders of $929,078 or 2% of revenues, for the six months ended March 31, 2018. Comprehensive income available to common shareholders in the first and second quarters decreased, as compared to comprehensive loss available to common shareholders in the same period last year, due the higher expenses related to the sales and marketing in the Advanced Technologies segment along with lower revenues in the Industrial Technologies segment.
19

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 ~~$6,858,134~~$3,495,438 at ~~March~~December 31, 2019 compared to ~~$10,011,896~~$3,240,348 at September 30, ~~2018.~~2019. This includes cash and equivalents and restricted cash of ~~$2,996,338~~$5,197,227 at ~~March~~December 31, 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 increases~~the increase in ~~our~~the Company’s current assets of ~~$8,556,979~~$2,894,782 offset by ~~net increases~~an increase in ~~our~~the Company’s current liabilities of ~~$11,710,741~~.$2,639,692.

Accounts receivable increased ~~$1,654,154~~$192,375 or ~~12%~~3% to ~~$15,599,809~~$6,651,359 at ~~March~~December 31, 2019 from ~~$13,945,655~~$6,458,984 at September 30, ~~2018.~~2019. The increase in accounts receivable is ~~largely~~ attributable to higher sales in the ~~consolidation~~first quarter of fiscal year 2020 as compared to the ~~variable interest entity Vicon Industries.~~fourth quarter of fiscal year 2019.

Inventories increased ~~$6,211,894~~$65,737 or ~~55%~~1% to ~~$17,566,352~~$5,272,892 at ~~March~~December 31, 2019 from ~~$11,354,458~~$5,207,155 at September 30, ~~2018.~~2019. The increase in inventories is attributable to the ~~consolidation~~purchase of inventories to fulfill sales bookings not shipped in the ~~variable interest entity Vicon Industries.~~first quarter.

Operating activities ~~provided $565,051~~used $840,949 of cash for the ~~six~~three months ended ~~March~~December 31, 2019 compared to providing ~~$6,749,528~~$1,226,718 of cash for the ~~six~~nine months ended ~~March~~December 31, 2018. The decrease in operating cash flows was primarily due to the ~~acquisition of inventory and other~~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 ~~$865,538~~$166,519 of cash for the ~~six~~three months ended ~~March~~December 31, 2019 compared to using cash of ~~$8,180,925~~$428,879 during the ~~six-month~~three-month period ended December 31, 2018. Investing activities for the first quarter of ~~2019~~fiscal year 2020 were driven by the Company’s investment in fixed ~~assets.~~assets offset by proceeds from the sale of marketable securities. Discontinued operations for the three months ended December 31, 2018 used cash of $119,482.

Financing activities ~~used $435,605~~provided $2,782,103 of cash in the ~~six-month~~three-month period ended ~~March~~December 31, 2019 as compared to ~~providing~~using cash of ~~$84,916~~$1,607,752 in the ~~six-month~~three-month period ended ~~March~~December 31, 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, ~~proceeds and~~ expenses of notes payable and equity offerings, and use of the Company’s revolving credit lines. Discontinued operations for the three months ended December 31, 2018 used cash of $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.
~~Subscription Rights Offering~~
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 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 March 31, 2019, 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.
20
~~At-the-Market Offering Agreement~~
On January 28, 2019,the “Company entered into an At-the-Market Offering Agreement (the “Agreement”) with Advisory Group Equity Services, Ltd. Doing business as RHK Capital (the “Manager”), pursuant to which the Manager will act as the Company’s sales agent with respect to the issuance and sale of up to $2,000,000 of the Company’s shares of common stock, par value $0.001 per share (the “Shares”), from time to time in an at-the-market public offering (the “Offering”).
Sales of the Shares, through the Manager, will be made directly on The NASDAQ Capital Market, on any other existing trading market for our common stock or to or through a market maker. The Manager may also sell the Shares in privately negotiated transactions, provided that the Manager receives our prior written approval for any sales in privately negotiated transactions. The Company will pay the Manager a commission equal to 3.0% of the gross proceeds from the sale of the Shares pursuant to the Sales Agreement. As of March 31, 2019, 500,000 shares of common stock were issued and held in trust. Of the shares held in trust, 276,372 were issued for gross proceeds of $209,974. After deducting offering expenses of $6,296 the Company received $203,678 in net proceeds.
~~Securities Purchase Agreement~~
On March 22, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an unaffiliated institutional investor (the “Investor”), pursuant to which the Company agreed to issue to the Investor 20,000 shares of common stock, a warrant to purchase 200,000 shares of common stock and 2,100 shares of Series B Preferred Stock, stated value $500 per share. The Series B Preferred Stock has a maturity date of one year from the issuance date and the Company has agreed to pay dividends on the outstanding shares of Series B Preferred at the rate equal to 7.5% per annum (increasing by 10% upon the occurrence of each trigger (or default) event). Dividends are payable on the date the shares of Series B Preferred are converted or on maturity. The dividends must be paid in cash or, in certain circumstances, may be paid in shares of Common Stock. As of March 31, 2019, 1,050 shares of Series B Preferred Stock, 20,000 shares of Common Stock, and a Series B warrant to purchase 200,000 shares of common stock were issued for gross proceeds of $500,000. After deducting offering expenses of $25,000 the Company received $475,000 in net proceeds. The proceeds were used to fund operations.

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.
21
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 ~~Interim~~ Chief Financial Officer (“~~ICFO”~~CFO”), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our CEO and our ~~ICFO~~CFO have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March~~December 31, ~~2019, based~~2019. Based on ~~its~~their evaluation, our management has concluded that as of ~~March~~December 31, 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.

22
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 ~~six~~three months ended ~~March~~December 31, 2019, the Company issued an aggregate of ~~1,152,912~~123,400 shares of common stock in exchange for aggregate consideration of ~~$775,000,~~$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.
23
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.(21)~~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)
4.4 Form of Common Stock Purchase Warrant, dated March 22, 2019. ~~(21)~~
~~10.7~~ ~~Loan Agreement between Fulton Bank, N.A. and Advanced Industrial Services, Inc., AIS Acquisition, Inc., AIS Leasing Company, 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)~~(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)
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~~
* 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) Incorporated by reference from Form 10-Q filed on February 14, 2018.~~
~~(17) 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)~~(13) Incorporated by reference from Form 10-K filed on ~~January 11,~~July 2, 2019.
~~(21)~~(14) Incorporated by reference from Form 8-K filed on March 22, 2019.
24
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: ~~May 20, 2019~~February 19, 2020 By: /s/Saagar Govil
Saagar Govil
Chief Executive Officer

Dated: ~~May 20, 2019~~February 19, 2020 /s/Aron Govil
Aron Govil
~~Interim~~ Chief Financial Officer
and Principal Financial Officer

25
26