UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

Amendment
No. 1



[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF
THE SECURITIES ACT OF 1934



For
the fiscal year ended September 30, 2018



OR

[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF
THE SECURITIES ACT OF 1934



Commission
File Number001-37464







CEMTREX,
INC.

(Exact
name of registrant as specified in its charter)



|Delaware                                                                                                                |  | 30-0399914                                                                                   
|----------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------
|(State
                                         or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
                                         Employer
        Identification
        No.)



30-30
47th Avenue, Long Island City, NY 11101

(Address
of principal executive offices) (Zip code)



Registrant
telephone number, including area code: 631-756-9116



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



|Title
    of Each Class                                  |  | Name
    of Each Exchange on Which Registered
|-------------------------------------------------------- |  | ---------------------------------------------
|Common
    Stock, $0.001 par value per share             |  | The
    NASDAQ Stock Market LLC              
|Preferred
    Stock, Series 1 $0.001 par value per share |  | The
    NASDAQ Stock Market LLC              



Securities
registered pursuant to Section 12(g) of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
[  ] No [X]



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. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [X] No [  ]



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



|Large
    accelerated filer [  ] | Accelerated
    filer [  ]       
|-------------------------------- | ---------------------------------
|Non-accelerated
    filer [  ]   | Smaller
    reporting 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 [  ] No
[X]



As
of March 31, 2018, the number of the registrant’s common stock held by non-affiliates of the registrant was 5,777,402 and
the aggregate market value $16,523,370 based on the average bid and asked price of $2.86 on March 31, 2018.



As
of January 21, 2019, the registrant had 13,327,160 shares of common stock outstanding.


















Explanatory
Note



Cemtrex,
Inc. (the “Company,” “we,” “us,” or “our”) is filing this Amendment No. 1 on Form
10-K/A to our Report on Form 10-K for the fiscal year ended September 30, 2018 (the “Report”) for the purpose of including
information that was to be incorporated by reference from our definitive proxy statement pursuant to Regulation 14A of the Securities
Exchange Act of 1934, as amended, (the “Exchange Act”). We will not file our proxy statement within 120 days of our
fiscal year ended September 30, 2018, and are, therefore, amending and restating in their entirety Items 10, 11, 12, 13 and 14
of Part III of the Report.



Except
as described above, no other amendments are being made to this Report. This Form 10-K/A does not reflect events occurring after
the January 11, 2019 filing of our Report or modify or update the disclosure contained in the Report in any way other than as
required to reflect the amendments discussed above and reflected below.



2







PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Directors
and Executive Officers of the Registrant



As
of January 21, 2018, the members of our Board of Directors and Executive Officers are:



|Name and Address           |  | Age |  | Positions and Offices                        
|-------------------------- |  | --- |  | ---------------------------------------------
|                           |  |     |  |                                              
|Saagar Govil               |  | 32  |  | Chairman of the Board of Directors,President,
|30-30 47th Ave, Suite 540  |  |     |  | Chief Executive Officer, & Director          
|Long Island City, NY 11101 |  |     |  |                                              
|                           |  |     |  |                                              
|Aron Govil                 |  | 61  |  | Executive Director                           
|30-30 47th Ave, Suite 540  |  |     |  |                                              
|Long Island City, NY 11101 |  |     |  |                                              
|                           |  |     |  |                                              
|Renato Dela Rama           |  | 70  |  | Vice President of Finance                    
|30-30 47th Ave, Suite 540  |  |     |  |                                              
|Long Island City, NY 11101 |  |     |  |                                              
|                           |  |     |  |                                              
|Raju Panjwani              |  | 61  |  | Director                                     
|30-30 47th Ave, Suite 540  |  |     |  |                                              
|Long Island City, NY 11101 |  |     |  |                                              
|                           |  |     |  |                                              
|Sunny Patel                |  | 32  |  | Director                                     
|30-30 47th Ave, Suite 540  |  |     |  |                                              
|Long Island City, NY 11101 |  |     |  |                                              
|                           |  |     |  |                                              
|Metodi Filipov             |  | 54  |  | Director                                     
|30-30 47th Ave, Suite 540  |  |     |  |                                              
|Long Island City, NY 11101 |  |     |  |                                              





Principal
Occupations and Business Experience of Directors and Executive Officers



The
following is a brief account of the business experience of the Company’s directors:



Saagar
Govil is the Company’s Chairman since June 2014, and the Chief Executive Officer and President since December 2011. He has
been working at Cemtrex since 2008, initially as a field engineer, subsequently moving into sales and management roles as Vice
President of Operations. Saagar was recently recognized as a Forbes’ 30 Under 30 in 2016, Business Insiders #17 on Top 100
of Silicon Alley in 2015, and Top 40 Under 40 by Stony Brook University in 2014. Saagar Govil has a B.E. in Materials Engineering
from Stony Brook University, N.Y. Saagar Govil is the son of Aron Govil. Mr. Govil’s experience and deep understanding of
the operations of the Company allow him to make valuable contributions to the Board.



Renato
Dela Rama has been our Vice President of Finance since December 2004. Mr. Dela Rama also works as an accountant for Ducon Technologies
Inc. since 2004. Prior to that, he worked in various accounting and financial management positions. Mr. Dela Rama holds a B.S.
degree in accounting.



3









Aron
Govil is the Executive Director and has been with the Company since December 2004. In June 2014, Mr. Govil resigned as
Chairman of the Company to devote more time to ventures outside of Cemtrex. Mr. Govil is also President of Ducon Technologies
Inc., a privately held company engaged in engineering and construction business since 1996. Aron Govil is also the
Chairman & CEO of Ducon Infratechnologies Ltd., a company listed on the National Stock exchange of India. Mr. Govil
has started, developed and sold several companies since 1985 in the environmental, energy, technology, and entertainment
fields. Mr. Govil has extensive and diversified experience in mergers & acquisitions, IPOs, enterprise
creation, and bank financings. Mr. Govil holds a B.E. degree in Chemical Engineering and a M.B.A. in Finance. Mr.
Govil’ s experience and deep understanding of the operations of the Company allow him to make valuable contributions to
the Board.





Raju
Panjwani was appointed to the Board on April 22, 2015. He is an accomplished executive with over 35 years of experience, including
20 years on Wall Street, and 20 years as an entrepreneur and business builder. Raju was a Managing Director with Morgan Stanley,
where he spent 18 years in several senior roles in risk management, audit, strategy and being the Chief Operating Officer and
Country Head for the Firm’s India office. Since leaving Morgan Stanley in 2005, Mr. Panjwani has considerable experience
in emerging Asian markets, with a reputation built on focused execution, high integrity and strong relationships. He has worked
with many companies in the United States and India and negotiated complex joint ventures, mergers & acquisitions, and capital
raises, particularly within the technology sector. Mr. Panjwani is a CPA in New York State and spent several years with Price
Waterhouse and other accounting firms prior to joining Morgan Stanley. Mr. Panjwani’s accounting background and extensive
knowledge of finance and commerce allow him to make valuable contributions to the Board.



Sunny
Patel was appointed to the Board on April 22, 2015 and presently serves as a manager for Three Point Capital, a premier specialty
finance company. He has vast experience in loan origination and creative financing vehicles for growth companies and project financing.
Before joining Three Point in 2010, Mr. Patel was an equity derivatives trader at Group 1 Trading for several years. Mr. Patel
is an activist investor who focuses on emerging growth companies with strong fundamentals. Mr. Patel a is CFA Level 3 candidate
and graduated Cum Laude from New York University’s Stern School of Business. Mr. Patel’s extensive knowledge of finance
allows him to make valuable contributions to the Board.



Metodi
Filipov was appointed to the Board on February 9, 2018 and is an entrepreneur and technology executive with over 25 years of experience
creating, operating and driving growth for technology companies. He has a proven track record of identifying business opportunities
and building compelling products. Metodi was formerly VP of Operations at Cemtrex from 2008 to 2010. After Cemtrex, Mr. Filipov
served as Managing Director of Bianor, a mobile consulting company providing solutions for enterprise clients. There, he led the
development and implementation of innovative mobile products in industries including aviation, pharmaceutical and entertainment.
Metodi co-founded Flipps Media, an OTT video distribution platform positioned to be an alternative to traditional cable pay-per-view
systems. Before Bianor, he served as product lead for Raritan, a data center technology organization, where he was an integral
part of the transition team that led the company to becoming a global IT service management solutions provider. Prior to joining
Raritan, Mr. Filipov served as VP of Operations at ISS, a security products company. There, he successfully managed product development
and contract manufacturing across continents. Mr. Filipov has extensive experience delivering superior solutions with a focus
on optimized efficiency and productivity.



None
of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last ten years. The
Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such
officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse
to it or any of its subsidiaries.



Each
director of the Company serves for a term of one year or until the successor is elected at the Company’s annual shareholders’
meeting and is qualified, subject to removal by the Company’s shareholders. Each officer serves, at the pleasure of the
board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors
and is qualified.



4







Meetings
of the Board of Directors



During
the fiscal year ended September 30, 2018 (“Fiscal 2018”), the Board of Directors held four meetings. No Director attended
less than 75% of the aggregate of the total number of meetings of the Board of Directors.



Committees
of the Board



Our
Board of Directors currently has one standing committee: The Audit Committee.



Compensation
Committee



As
a “Controlled Company” as such term is defined under NASDAQ Listing Rule 5615, the Company is not required to have
a Compensation Committee.



Audit
Committee



The
Audit Committee, which has been established in accordance with requirements of Section 3(a)(58)(A) of the Exchange Act, is comprised
of the following independent directors: Sunny Patel (Chair), Raju Panjwani and Metodi Filipov. The Board of Directors has
determined that each member of the Audit Committee: (i) is independent, (ii) meets the financial literacy requirements of the
Nasdaq Rules, and (iii) meets the enhanced independence standards established by the SEC. In addition, the Board has determined
that Mr. Patel qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5)(ii) of
Regulation S-K promulgated under the Exchange Act by the SEC.



The
Audit Committee is primarily concerned with the integrity of our financial statements, the independence, qualifications and performance
of our independent registered public accounting firm, and our compliance with legal requirements. The Audit Committee operates
under a written charter approved by the Board of Directors and the Audit Committee that reflects standards and requirements adopted
by the SEC and NASDAQ.



As
indicated in its charter, the Audit Committee’s duties include selecting and engaging our independent registered public
accounting firm; reviewing the scope of the audit to be conducted by our independent registered public accounting firm; overseeing
our independent registered public accounting firm and reviewing the results of its audit; reviewing our financial reporting processes,
including the accounting principles and practices followed and the financial information provided to shareholders and others;
overseeing our internal control over financial reporting and disclosure controls and procedures; and serving as our legal compliance
committee.



Nomination
of Directors



The
Company does not currently have a standing nominating committee or a formal nominating committee charter. As a “Controlled
Company” as such term is defined by NASDAQ Listing Rule 5615 the Company is not required to have a Nominating Committee.
Currently, the independent members of the Board (Messrs. Panjwani, Patel and Filipov), rather than a nominating committee, approve
or recommend to the full Board those persons to be nominated. The Board believes that the current method of nominating directors
is appropriate because it allows each independent board member input into the nomination process and does not unnecessarily restrict
the input that might be provided from an independent director who could be excluded from a committee. Currently, three of the
five Directors are independent. Furthermore, the Board has adopted by resolution a director nomination policy. The purpose of
the policy is to describe the process by which candidates for inclusion in the Company’s recommended slate of director nominees
are selected. The director nomination policy is administered by the Board. Many of the benefits that would otherwise come from
a written committee charter are provided by this policy.



In
the ordinary course, absent special circumstances or a change in the criteria for Board membership, the incumbent directors who
continue to be qualified for Board service and are willing to continue as directors are re-nominated. If the Board thinks it is
in the best interest of the Company to nominate a new individual for director in connection with an annual meeting of shareholders,
or if a vacancy occurs between annual shareholder meetings, the Board will seek potential candidates for Board appointments who
meet the criteria for selection as a nominee and have the specific qualities or skills being sought. Director candidates will
be selected based on input from members of the Board, senior management of the Company and, if deemed appropriate, a third-party
search firm.



Candidates
for Board membership must possess the background, skills and expertise to make significant contributions to the Board, to the
Company and its shareholders. Desired qualities to be considered include substantial experience in business or administrative
activities; breadth of knowledge about issues affecting the Company; and ability and willingness to contribute special competencies
to Board activities.



5







The
Board of Directors intends to review the director nomination policy from time to time to consider whether modifications to the
policy may be advisable as the Company’s needs and circumstances evolve, and as applicable legal or listing standards change.
The Board may amend the director nomination policy at any time.



The
Board will consider director candidates recommended by shareholders and will evaluate such director candidates in the same manner
in which it evaluates candidates recommended by other sources, as described above. Recommendations must be in writing and mailed
to Cemtrex, Inc., 30-30 47th Avenue, Long Island City, NY 11101, Attention: Corporate Secretary, and include all information regarding
the candidate as would be required to be included in a proxy statement filed pursuant to the proxy rules promulgated by the SEC
if the candidate were nominated by the Board of Directors (including such candidate’s written consent to being named in
the proxy statement as a nominee and to serving as a director if elected). The shareholder giving notice must provide (i) his
or her name and address, as they appear on the Company’s books, and (ii) the number of shares of the Company which are beneficially
owned by such shareholder. The Company may require any proposed nominee to furnish such other information it may require to be
set forth in a shareholder’s notice of nomination which pertains to the nominee.



Director
Compensation



In
Fiscal 2018 we began reimbursing our independent Directors $1,500 per fiscal quarter. Additionally, we reimburse our directors
for expenses incurred in connection with attending board meetings.



Insider
Trading Policy



We
recognize that the Company’s executive officers and directors may sell shares from time to time in the open market to realize
value to meet financial needs and diversify their holdings, particularly in connection with exercises of stock options. All such
transactions are required to comply with the Company’s insider trading policy.



Section
16 (a) Beneficial Ownership Reporting Compliance of the Securities Exchange Act



Section
16(a) of the Exchange Act requires directors, executive officers and persons who beneficially own more than 10% of our common
stock (collectively, “Reporting Persons”) to file initial reports of ownership and reports of changes in ownership
of our common stock with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a)
reports they file. To our knowledge, based solely on our review of the copies of such reports received or written representations
from certain Reporting Persons that no other reports were required, we believe that during the year ended September 30, 2017 all
Reporting Persons timely complied with all applicable filing requirements.



Communications
with Directors



Shareholders,
associates of the Company and other interested parties may communicate directly with the Board of Directors, with the non-management
Directors or with a specific Board member, by writing to the Board (or the non-management Directors or a specific Board member)
and delivering the communication in person or mailing it to: Board of Directors, Privileged & Confidential, c/o Renato Dela
Rama, Vice President of Finance, Cemtrex, Inc., 19 Engineers Lane, Farmingdale, New York 11735. Correspondence will be discussed
at the next scheduled meeting of the Board of Directors, or as indicated by the urgency of the matter. From time to time, the
Board of Directors may change the process by which shareholders may communicate with the Board of Directors or its members. Any
changes in this process will be posted on the Company’s website or otherwise publicly disclosed.



Corporate
Governance



The
Company has an ongoing commitment to good governance and business practices. In furtherance of this commitment, we regularly monitor,
and are briefed by outside counsel on, developments in the area of corporate governance and securities law and review our policies
and procedures in light of such developments. We comply with the rules and regulations promulgated by the SEC and implement other
corporate governance practices we believe are in the best interests of the Company and the shareholders.



6







Code
of Ethics



We
have adopted a code of ethics as of June 28, 2016 that applies to our principal executive officer, principal financial officer,
and principal accounting officer as well as our employees. Our standards are in writing and are posted on our website. The following
is a summation of the key points of the Code of Ethics we adopted:



Honest
and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional
relationships;



Full,
fair, accurate, timely, and understandable disclosure reports and documents that a small business issuer files with, or submits
to, the Commission and in other public communications made by our Company;



Full
compliance with applicable government laws, rules and regulations;



The
prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and



Accountability
for adherence to the code.



Board
Leadership and Structure



Saagar
Govil, our Chief Executive Officer, also serves as Chairman of the Board of Directors. The Board believes that the Company and
its shareholders are best served by having the Chief Executive Officer also serve as Chairman of the Board. The Board also believes
that this structure is appropriate in light of the size of our Company and corresponding size of our Board and the complexity
of our business. We believe that Mr. Govil is best positioned to develop agendas that ensure that our Board’s time and attention
are focused on the matters that are most critical to us.



ITEM
11. EXECUTIVE COMPENSATION



The
compensation discussion addresses all compensation awarded to, earned by, or paid to the Company’s named executive officers
(“NEO”), which currently consists of Saagar Govil, the Chairman, Chief Executive Officer, President and Secretary,
and Renato Dela Rama, the Vice President of Finance. As of January 21, 2018, Saagar Govil is currently earning compensation from
the Company. Set forth below is the aggregate compensation for services rendered in all capacities to us during our fiscal years
ended September 30, 2017, and 2018 by our executive officers. Except as indicated below, none of our executive officers were compensated
in excess of $150,000.





|                                           |  |      |      |  |        |   |         |       |  |   | OPTION |  |  |       |        
|------------------------------------------ |  | ---- | ---- |  | ------ | - | ------- | ----- |  | - | ------ |  |  | ----- | -------
|PRINCIPAL
    AND POSITION                 |  | YEAR |      |  | SALARY |   |         | BONUS |  |   | AWARDS |  |  | OTHER |        
|                                           |  |      |      |  |        |   |         |       |  |   |        |  |  |       |        
|Saagar
    Govil                           |  |      | 2017 |  |        | $ | 250,000 |       |  | $ | -      |  |  | $     | 282,000
|Chairman
    (as of June 2014),            |  |      | 2018 |  |        | $ | 250,000 |       |  | $ | -      |  |  | $     | 194,000
|Chief
    Executive Officer, and President |  |      |      |  |        |   |         |       |  |   |        |  |  |       |        
|                                           |  |      |      |  |        |   |         |       |  |   |        |  |  |       |        
|Renato
    Dela Rama (2)                   |  |      | 2017 |  |        | $ | 72,782  |       |  | $ | -      |  |  | $     | -      
|Vice
    President of Finance              |  |      | 2018 |  |        | $ | 100,000 |       |  | $ | -      |  |  | $     | -      



|(1) | Represents
    the aggregate amount of the fair value of stock option awards on the grant date calculated in accordance with Financial Accounting
    Standards Board Accounting Standards Codification Topic 718 (“FASBASC Topic 718”), rather than actual amounts
    to be realized by the named executive officer and disregarding any forfeitures based upon exercise price.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | Mr.
    Dela Rama was employed by Ducon Technologies, Inc. an entity owned by Aron Govil, Executive Director of the Company. In the
    fiscal year ended September 30, 2017, Mr. Dela Rama received compensation of $27,218 Ducon Technologies Inc.                                                                                                                             



7







OPTIONS/SAR
GRANTS IN THE LAST FISCAL YEAR



On
December 18, 2017, the Company granted a stock option for 200,000 shares to Saagar Govil, the Company’s Chairman and CEO.
These options have an exercise price of $2.64 per share, 50% of the options vest each year and they expire after six years. As
of September 30, 2018, none of these options have been exercised.



AGGREGATED
OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION/SAR VALUES



None



EMPLOYMENT
AGREEMENTS



Each
of Saagar Govil and Renato Dela Rama are employees “at will” and the Company does not have employment agreements with
them.



OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END



The
following table presents information regarding our NEOs’ unexercised options to purchase Common Stock as of September 30,
2018:



|                     |  | Option
    Awards                                                                                                                                                                                                 
|-------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name                 |  | Number
                                         of SecuritiesUnderlying Unexercised
                                                                  Options
                                         Exercisable
|Saagar
    Govil     |  |                                                                                                                                                                                                                   
|Saagar
    Govil     |  |                                                                                                                                                                                                                   
|Saagar
    Govil     |  |                                                                                                                                                                                                                   
|Renato
    Dela Rama |  |                                                                                                                                                                                                                   



Compensation
of Directors



We
reimburse our directors for expenses incurred in connection with attending board meetings, but we do not pay our directors fees
or other compensation for services rendered as a director.



|ITEM
    12. | SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|------------ | --------------------------------------------------------------------------------------------------







The
following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of
January 21, 2019 by:



all
persons who are beneficial owners of five percent (5%) or more of our common stock;



each
of our directors;



each
of our executive officers; and



all
current directors and executive officers as a group.



8







Except
as otherwise indicated, and subject to applicable community property laws, the persons named in the table below have sole voting
and investment power with respect to all shares of common stock held by them.



As
of January 21, 2019, 13,327,160 shares of Common Stock were issued and outstanding. In addition, there were 1,000,000 shares of
Series A Preferred Stock outstanding which are entitled to vote 13,460,432 shares in the aggregate, all of which is held by Aron
Govil and 2,009,946 shares of Series 1 Preferred Stock outstanding which are entitled to vote 4,019,892 shares in the aggregate.
Accordingly, a total of 30,807,484 shares may be voted at the Annual Meeting.



Beneficial
ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person
and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently
exercisable or exercisable within 60 days of January 21, 2019 are deemed outstanding. Such shares, however, are not deemed as
of January 21, 2019 outstanding for the purpose of computing the percentage ownership of any other person.





|Title of Class  |  | Name and Address of
        Beneficial Owner |  | Title                                |  | Amount Owned |                |     | Percentage of Issued
        Common
        Stock (1) |  |    | Percentage of voting stock (2) | 
|--------------- |  | -------------------------------------------- |  | ------------------------------------ |  | ------------ | -------------- | --- | ----------------------------------------------------- |  | -- | ------------------------------ | 
|                |  |                                              |  |                                      |  |              |                |     |                                                       |  |    |                                | 
|Common Stock    |  | Aron Govil                                   |  | Executive Director                   |  |              | 3,080,000      |     |                                                       |  | 23 | %                              | 
|                |  | 30-30 47th Ave, Suite 540                    |  |                                      |  |              |                |     |                                                       |  |    |                                | 
|                |  | Long Island City, NY 11101                   |  |                                      |  |              |                |     |                                                       |  |    |                                | 
|                |  |                                              |  |                                      |  |              |                |     |                                                       |  |    |                                | 
|Preferred Stock |  | Aron Govil                                   |  | Executive Director                   |  |              | 1,000,000      | (3) |                                                       |  | -- |                                | 
|(Series A)      |  | 30-30 47th Ave, Suite 540                    |  |                                      |  |              | (13,460,432    |     |                                                       |  |    |                                | 
|                |  | Long Island City, NY 11101                   |  |                                      |  |              | Voting shares) |     |                                                       |  |    |                                | 
|                |  |                                              |  |                                      |  |              |                |     |                                                       |  |    |                                | 
|Common Stock    |  | Saagar Govil                                 |  | Chairman of the Board,               |  |              | 1,761,772      |     |                                                       |  | 13 | %                              | 
|                |  | 30-30 47th Ave, Suite 540                    |  | Chief Executive Officer,             |  |              |                |     |                                                       |  |    |                                | 
|                |  | Long Island City, NY 11101                   |  | and President                        |  |              |                |     |                                                       |  |    |                                | 
|                |  |                                              |  |                                      |  |              |                |     |                                                       |  |    |                                | 
|Preferred Stock |  | Saagar Govil                                 |  | Chairman of the Board,               |  |              | 8,750          |     |                                                       |  | -- |                                | 
|(Series 1)      |  | 30-30 47th Ave, Suite 540                    |  | Chief Executive Officer,             |  |              |                |     |                                                       |  |    |                                | 
|                |  | Long Island City, NY 11101                   |  | and President                        |  |              |                |     |                                                       |  |    |                                | 
|                |  |                                              |  |                                      |  |              |                |     |                                                       |  |    |                                | 
|Common Stock    |  | Renato Dela Rama                             |  | Vice President of Finance,           |  |              | 44,334         |     |                                                       |  | *  |                                | 
|                |  | 30-30 47th Ave, Suite 540                    |  | Secretary                            |  |              |                |     |                                                       |  |    |                                | 
|                |  | Long Island City, NY 11101                   |  |                                      |  |              |                |     |                                                       |  |    |                                | 
|                |  |                                              |  |                                      |  |              |                |     |                                                       |  |    |                                | 
|Common Stock    |  | Sunny Patel                                  |  | Director                             |  |              | 6,722          |     |                                                       |  | *  |                                | 
|                |  | 30-30 47th Ave, Suite 540                    |  |                                      |  |              |                |     |                                                       |  |    |                                | 
|                |  | Long Island City, NY 11101                   |  |                                      |  |              |                |     |                                                       |  |    |                                | 
|                |  |                                              |  |                                      |  |              |                |     |                                                       |  |    |                                | 
|                |  |                                              |  | All directors and executive officers |  |              |                |     |                                                       |  |    |                                | 
|                |  |                                              |  | as a group (5 persons)               |  |              | 5,901,578      | (4) |                                                       |  | 37 | %                              | 







*
Less than one percent of outstanding shares.



|(1) | Except
    as otherwise noted herein, the percentage is determined on the basis of 13,327,160 shares of our Common Stock outstanding
    plus securities deemed outstanding pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended
    (the “Exchange Act”). Under Rule 13d-3, a person is deemed to be a beneficial owner of any security owned by certain
    family members and any security of which that person has the right to acquire beneficial ownership within 60 days, including,
    without limitation, shares of our common stock subject to currently exercisable options.                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(2) | This
    percentage is based on the 13,327,160 shares of our Common Stock outstanding, the 13,460,432 votes that the Series A Preferred
    Stock is entitled to vote, and the 4,019,892 votes that the Series 1 Preferred Stock is entitled to vote based on 2 votes
    per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(3) | The
    Series A Preferred Stock was issued by the Company to Aron Govil, the Company’s Executive Director, in conjunction with
    the settlement of the debenture issued as consideration for the purchase of Griffin Filters, Inc. in 2009. Pursuant to the
    Certificate of Designation of the Series A Preferred Stock, each issued and outstanding share of Series A Preferred Stock
    is entitled to the number of votes equal to the result of: (i) the number of shares of Common Stock issued and outstanding
    at the time of such vote multiplied by 1.01; divided by (ii) the total number of Series A Preferred Stock issued and outstanding
    at the time of such vote, at each meeting of shareholders of the Company with respect to any and all matters presented to
    the shareholders of the Company for their action or consideration, including the election of directors. The shares of Series
    A Preferred Stock held by Aron Govil represent 100% of the total Series A Preferred Stock issued and outstanding.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(4) | Consists
    of actual amount of Common Stock and Series A and Series 1 Preferred Stock owned.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       





9







|ITEM
    13. | CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|------------ | ----------------------------------------------------------------------------



None
of our directors or officers is a director in any other reporting companies. None of our directors or officers has been affiliated
with any company that has filed for bankruptcy within the last ten years. The Company is not aware of any proceedings to which
any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the
Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.



Each
director of the Company serves for a term of one year or until the successor is elected at the Company’s annual shareholders’
meeting and is qualified, subject to removal by the Company’s shareholders. Each officer serves, at the pleasure of the
board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors
and is qualified.



Director
Independence



The
Board of Directors has determined that each of Messrs. Panjwani, Patel and Filipov are independent in accordance with NASDAQ
rules. To determine independence, the Board of Directors adopted and applied the categorical standards of independence included
in NASDAQ Listing Rule 5605(a)(2), which include a series of objective tests, such as that the director is not an employee of
the Company and has not engaged in various types of business dealings with the Company.



Risk
Oversight



The
Board oversees Company functions in an effort to assure that Company assets are properly safeguarded, that appropriate financial
and other controls are maintained, and that the Company’s business is conducted prudently and in compliance with applicable
laws, regulations and ethical standards.



While
the Board is responsible for risk oversight, Company management is responsible for managing risk. The Company has a robust internal
process and a strong internal control environment to identify and manage risks and to communicate with the Board. The Board monitors
and evaluates the effectiveness of the internal controls and the risk management program at least annually. Management communicates
routinely with the Board and individual Directors on the significant risks identified and how they are being managed. Directors
are free to, and often do, communicate directly with senior management.



Transactions
with Related Persons



Ducon
Technologies, Inc’s President is Aron Govil, the Executive Director of the Company.



On
February 9, 2017, the outstanding principal and accrued interest owed on notes payable to Ducon Technologies, Inc., of $3,339,833
were exchanged for 333,983 shares of the Company’s Series 1 preferred stock and 667,967 Series 1 warrants. As of September
30, 2018, there was $31,690 in trade receivables due from Ducon Technologies, Inc.



10









On
August 8, 2018, the Company entered into a Research and Development Services Agreement (the “Agreement”) with Vicon
to provide Vicon with outsourced software development services. Vicon is transitioning its principal Israeli based software development
activities to the Company’s India based services group, which has now assumed principal software coding and test responsibilities
for Vicon. The outsourcing of these activities is expected to materially reduce the Vicon’s software development costs and
provide development efficiencies, which should help expedite its software roadmap. The terms of the Agreement, among other things,
set forth the scope of services, consideration, developed technology ownership, non-disclosure and safeguard of Vicon’s
software code. Pursuant to an informal agreement, $356,055 of fees were billed to Vicon during the year ended September 30, 2018
in connection with the transition of software development activities. As of September 30, 2018, there was $133,530 due from Vicon.



|ITEM
    14. | PRINCIPAL
    ACCOUNTANT FEES AND SERVICES
|------------ | ------------------------------------------



The
following table sets forth the aggregate fees billed to the Company for the years ended September 30, 2018 by Haynie & Company
the Company’s independent auditor for the fiscal year ended September 30, 2018 and by Bharat Parikh, the Company’s
independent auditor for the fiscal years ended September 30, 2017:



|                       |  | 2017 |        |  | 2018 |  
|---------------------- |  | ---- | ------ |  | ---- | -
|Audit
    Fees         |  | $    | 25,000 |  |      | $
|Audit-Related
    Fees |  |      | -      |  |      |  
|Tax
    Fees           |  |      | -      |  |      |  
|Other
    Fees         |  |      | -      |  |      |  
|Totals                 |  | $    | 25,000 |  |      | $



During
fiscal year 2018, the Company incurred fees related to the quarterly review of its financial statements by its independent auditor
at the time of those reviews, Bharat Parikh billed the Company $11,850, and Green & Company billed the Company $14,900. The
Company’s subsidiary Advanced Industrial Systems was audited by Stambaugh Ness P.C., as per loan covenants of Fulton Bank
for fiscal years 2018 and 2017 and the Company incurred audit fees of $31,450 and $27,500, respectively. The Company’s subsidiary
ROB Cemtrex GmbH was audited by Dhmp GmbH & Co as per loan covenants of Sparkasse Bank for fiscal years 2018 and 2017 and
company incurred audit fees of $13,834 and $30,250, respectively.



For
the fiscal year ended September 30, 2018, the company incurred fees for tax services of $49,525, provided by Wiss and Company,
$2,350, provided by Stambaugh Ness P.C., and $5,114, provided by Dhmp GmbH & Co.



Pre-Approval
Policies and Procedures



The
Company’s Audit Committee must provide advance approval for all audit and non-audit services, other than de minimis non-audit
services. Before granting any approval, the Audit Committee gives due consideration to whether approval of the proposed service
will have a detrimental impact on the independence of the independent registered public accounting firm. The full Audit Committee
pre-approved all services provided by Haynie & Company in fiscal year 2018.



11







PART
IV



|ITEM
    15 | EXHIBITS
    AND FINANCIAL STATEMENTS
|----------- | -------------------------------------



|(a)             |  | Financial
    Statements and Notes to the Consolidated Financial Statements                                                                                                                                        
|--------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  | See
    Index to Consolidated Financial Statements on page F-1 at beginning of attached financial statements.(20)                                                                                                  
|                |  |                                                                                                                                                                                                                    
|(b)             |  | 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)                                                                
|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)                                                                                                                                                
|3.10            |  | Certificate
    of Amendment of Certificate of Incorporation, dated September 7, 2017 (15)                                                                                                                         
|4.1             |  | Form
    of Subscription Rights Certificate. (10)                                                                                                                                                                  
|4.2             |  | Form
    of Series 1 Preferred Stock Certificate. (10)                                                                                                                                                             
|4.3             |  | Form
    of Series 1 Warrant. (10)                                                                                                                                                                                 
|10.7            |  | 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)                                                                                                                 
|10.1            |  | Term
    Loan 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.(8)                                         
|10.11           |  | 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 Agreement by and between Vicon Industries, Inc. and Cemtrex, Inc.,(20)                                                                                                       
|14.1            |  | Corporate
    Code of Business Ethics.(4)                                                                                                                                                                          
|16.1            |  | Letter
    of Bharat Parikh & Associates, dated February 26, 2018 (18)                                                                                                                                             
|16.2            |  | Letter
    to the Securities and Exchange Commission from Green & Company, CPAs (19)                                                                                                                               
|21.1            |  | Subsidiaries
    of the Registrant(20)                                                                                                                                                                             
|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                                                                                                                                                                  



12







|* | 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)
Incorporated by reference from Form 8-K/A filed on November 24, 2017.

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

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

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



|ITEM
    16. | FORM
    10-K SUMMARY
|------------ | ---------------------



Not
applicable.



13









SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     | CEMTREX,
    INC.
|-------------------- | -----------------
|                     |                  
|January
    28, 2019 | By:              
|                     |                  
|                     |                  
|                     |                  



Pursuant
to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.



|January
    28, 2019 | By: | /s/
    Saagar Govil                                                      
|-------------------- | --- | --------------------------------------------------------------------------
|                     |     | Saagar
    Govil,                                                         
|                     |     | Chairman
    of the Board, CEO,                                           
|                     |     | President
    & Secretary (Principal Executive Officer)                   
|                     |     |                                                                           
|January
    28, 2019 | By: | /s/
    Renato Dela Rama                                                  
|                     |     | Renato
    Dela Rama,                                                     
|                     |     | Vice
    President of Finance (Principal Financial and Accounting Officer)
|                     |     |                                                                           
|January
    28, 2019 | By: | /s/
    Raju Panjwani                                                     
|                     |     | Raju
    Panjwani,                                                        
|                     |     | Director                                                                  
|                     |     |                                                                           
|January
    28, 2019 | By: | /s/
    Sunny Patel                                                       
|                     |     | Sunny
    Patel,                                                          
|                     |     | Director                                                                  
|                     |     |                                                                           
|January
    28, 2019 | By: | /s/
    Metodi Filipov                                                    
|                     |     | Metodi
    Filipov,                                                       
|                     |     | Director                                                                  
|                     |     |                                                                           
|January
    28, 2019 | By: | /s/
    Aron Govil                                                        
|                     |     | Aron
    Govil,                                                           
|                     |     | Executive
    Director                                                    



14