SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


________________________________


FORM
10-K/A





x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(D)OF
      THE SECURITIES ACT OF 1934For
      the fiscal year ended September 30,
2009





OR





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D)OF
      THE SECURITIES ACT OF 1934





Commission
File Number: 000-53238





CEMTREX,INC.





(Exact
name of registrant as specified in its charter)





Delaware
            
            30-0399914(State
      or other jurisdiction of
            
            (IRS
      Employer Identification No.)Incorporation
      or organization)





19
Engineers Lane,


Farmingdale,
New York 11735


(Address,
including zip code, of principal executive offices)





631-756-9116


(Registrant’s
telephone number, including area code)





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




Title of Each Class
            
            Name of Each Exchange on Which
      RegisteredCommon
      Stock, $0.001 par value per share




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 xNo  ̈




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.  ̈




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(Do
      not check if a smaller reporting company)




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
January 8, 2010, the aggregate market value of the registrant’s common stock
held by non-affiliates of the registrant was $4,253,990 based on the average bid
and asked price of $0.43 on January 8, 2010.





As of
January 8, 2010, the registrant had 39,722,862 shares of common stock
outstanding.





Documents
incorporated by reference: None.










DOCUMENTS
INCORPORATED BY REFERENCE





If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement, and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed
documents should be clearly described for identification purposes:
None





EXPLANATORY
NOTE





This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report
on Form 10-K of Cemtrex, Inc. for the fiscal year ended September 30, 2009,
originally filed with the Securities and Exchange Commission (“SEC”) on January
13, 2010 (the “Original Filing”). We are filing this Amendment to amend Item 15
(a) Financial Statements to correct the inadvertent failure to include the audit
opinion letter from the Independent Registered Public Accounting Firm within the
Original Filing.  This Form 10-K/A does not attempt to modify or
update any other disclosures set forth in the Original Filing, except as
required to reflect the amended information in this Form 10-K/A.
Additionally, this amended Form 10-K/A, except for the amended information,
speaks as of the filing date of the Original Filing and does not update or
discuss any other developments affecting us subsequent to the date of the
Original Filing.





PART IV





ITEM 15.           EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES




(a)
            Financial
      Statements





Report
      of Independent Registered Public Accounting Firm – September
      2008
                              
                              F-1Audited Consolidated Balance Sheets as of
      September 30, 2008 and September 30, 2009
                              
                              F-2Audited Consolidated Statements of Operations for
      the Year Ended September, 2008 and 2007
                              
                              F-3Audited Consolidated Statements of Stockholders’
      Equity (Deficit) for the Years Ended September 30, 2009, and
      2007
                              
                              F-4Audited Consolidated Statements of Cash Flows for
      the Year Ended September 30, 2009 and 2008
                              
                              F-5Notes to Audited Consolidated Financial
      Statements
                              
                              F-6









REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  THE BOARD OFCEMTREX, INC.
  We have
audited the accompanying consolidated balance sheet of Cemtrex, Inc. and
Subsidiary as of September 30, 2009 and 2008, and the related consolidated
statements of operations, stockholders equity and cash flows for the periods
then ended.  These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform our audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Cemtrex, Inc. and
Subsidiary at September 30, 2009 and 2008, and the results of its’ consolidated
operations and its’ consolidated stockholders equity and consolidated cash flows
for the periods then ended in conformity with accounting principles generally
accepted in the United States of America.
   /s/
  Gruber
& Company, LLC
  Saint
Louis, Missouri
  January
11, 2010




F-1




Cemtrex,
Inc. and Subsidiary
 Consolidated
Balance Sheets
 
 September
      30,2009
                                    
                                    
                                    2008AssetsCurrent
      AssetsCash
      & Equivalents
                                    
                                    $
                                    356,552
                                    
                                    
                                    $
                                    60,610Accounts
      Receivable
                                    
                                    
                                    948,815
                                    
                                    
                                    
                                    1,528,231Inventory
                                    
                                    
                                    334,102
                                    
                                    
                                    
                                    456,567Prepaid
      Expenses & Other Assets
                                    
                                    
                                    14,650
                                    
                                    
                                    
                                    8,100Total
      Current Assets
                                    
                                    
                                    1,654,119
                                    
                                    
                                    
                                    2,053,508Property
      & Equipment, Net
                                    
                                    
                                    85,138
                                    
                                    
                                    
                                    180,519Other
                                    
                                    
                                    4,225
                                    
                                    
                                    
                                    4,225Total
      Assets
                                    
                                    $
                                    1,743,482
                                    
                                    
                                    $
                                    2,238,252Liabilities & Stockholders' Equity
      (Deficit)Current
      LiabilitiesAccounts
      Payable
                                    
                                    $
                                    876,799
                                    
                                    
                                    $
                                    940,071Accrued
      Expenses
                                    
                                    
                                    387,877
                                    
                                    
                                    
                                    906,259Notes
      Payable-Shareholder
                                    
                                    
                                    -
                                    
                                    
                                    
                                    467,171Total
      Current Liabilities
                                    
                                    
                                    1,264,676
                                    
                                    
                                    
                                    2,313,501Non-Current
      LiabilitiesNotes
      Payable-Shareholder
                                    
                                    
                                    390,520
                                    
                                    
                                    
                                    -Convertible
      Debenture
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,300,000Total
      Non-Current Liabilities
                                    
                                    
                                    390,520
                                    
                                    
                                    
                                    1,300,000Total
      Liabilities
                                    
                                    $
                                    1,655,196
                                    
                                    
                                    $
                                    3,613,501Commitments
      & Contingencies
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Stockholders'
      Equity (Deficit)Preferred
      Stock Series A, $0.001 par value, 10,000,000 shares authorized, 1,000,000
      shares issued and outstanding, respectively
                                    
                                    $
                                    1,000
                                    
                                    
                                    $
                                    -Common
      Stock, $0.001 par value, 60,000,000 shares authorized, authorized;
      39,722,862 and 34,327,862 shares issued and outstanding,
      respectively
                                    
                                    
                                    39,723
                                    
                                    
                                    
                                    34,328Additional
      Paid-in Capital
                                    
                                    
                                    42,606
                                    
                                    
                                    
                                    (1,259,524
                                    )Retained
      Earnings (Accumulated Deficit)
                                    
                                    
                                    4,957
                                    
                                    
                                    
                                    (150,053
                                    )Total
      Stockholders' Equity (Deficit)
                                    
                                    
                                    88,286
                                    
                                    
                                    
                                    (1,375,249
                                    )Total
      Liabilities & Stockholders' Equity (Deficit)
                                    
                                    $
                                    1,743,482
                                    
                                    
                                    $
                                    2,238,252
 
 The
accompanying notes are an integral part of these financial
statements
  F-2
  Cemtrex,
Inc. and Subsidiary
 Consolidated
Statements of Operations
 
 For
      the Twelve Months EndedSeptember
      30,2009
                        
                        
                        2008Revenues
                        
                        $
                        6,967,992
                        
                        
                        $
                        6,670,053Cost
      of Goods Sold
                        
                        
                        4,067,677
                        
                        
                        
                        4,039,810Gross
      Profit
                        
                        
                        2,900,315
                        
                        
                        
                        2,630,243Operating
      ExpensesResearch
      and Development
                        
                        
                        5,535
                        
                        
                        
                        -General
      and Administrative
                        
                        
                        2,628,536
                        
                        
                        
                        2,384,843Total
      Operating Expenses
                        
                        
                        2,634,071
                        
                        
                        
                        2,384,843Operating
      Income (Loss)
                        
                        
                        266,244
                        
                        
                        
                        245,400Other
      Income (Expense)Other
      Income
                        
                        
                        -
                        
                        
                        
                        36Interest
      Expense
                        
                        
                        (107,789
                        )
                        
                        
                        (127,358
                        )Total
      Other  Income (Expense)
                        
                        
                        (107,789
                        )
                        
                        
                        (127,322
                        )Net
      Income (Loss) Before Income Taxes
                        
                        
                        158,455
                        
                        
                        
                        118,078Provision
      for Income Taxes
                        
                        
                        (3,445
                        )
                        
                        
                        -Net
      Income (Loss)
                        
                        $
                        155,010
                        
                        
                        $
                        118,078Income
      (Loss) Per Share-Basic
                        
                        $
                        0.00
                        
                        
                        $
                        0.00Income
      (Loss) Per Share-Diluted
                        
                        $
                        0.00
                        
                        
                        $
                        0.00Weighted
      Average Number of Shares-Basic
                        
                        
                        36,397,337
                        
                        
                        
                        30,308,147Weighted
      Average Number of Shares-Diluted
                        
                        
                        37,397,337
                        
                        
                        
                        30,308,148
 
 The
accompanying notes are an integral part of these financial
statements
  F-3
  Cemtrex,
Inc. and Subsidiary
 Consolidated
Statements of Cash Flows
 
 For
      the Twelve Months EndedSeptember
      30,2009
                                            
                                            
                                            2008Cash Flows from Operating
      ActivitiesNet
      Income (Loss)
                                            
                                            $
                                            155,010
                                            
                                            
                                            $
                                            118,078Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      & Amortization
                                            
                                            
                                            33,296
                                            
                                            
                                            
                                            33,143Changes
      in operating assets and liabilities:Accounts
      Receivable
                                            
                                            
                                            579,416
                                            
                                            
                                            
                                            (747,757
                                            )Inventory
                                            
                                            
                                            122,465
                                            
                                            
                                            
                                            (204,124
                                            )Prepaid
      Expenses & Other Assets
                                            
                                            
                                            (6,550
                                            )
                                            
                                            
                                            (3,875
                                            )Other
      Assets
                                            
                                            
                                            -
                                            
                                            
                                            
                                            17,799Accounts
      Payable
                                            
                                            
                                            8,970
                                            
                                            
                                            
                                            25,164Accrued
      Expenses
                                            
                                            
                                            (518,382
                                            )
                                            
                                            
                                            457,619Customer
      Deposits
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (85,516
                                            )Net
      Cash Used in Operating Activities
                                            
                                            
                                            374,225
                                            
                                            
                                            
                                            (389,469
                                            )Cash Flows from Investing
      ActivitiesPurchase
      of Property and Equipment
                                            
                                            
                                            (10,157
                                            )
                                            
                                            
                                            (151,939
                                            )Net
      Cash Used in Investing Activities
                                            
                                            
                                            (10,157
                                            )
                                            
                                            
                                            (151,939
                                            )Cash Flows from Financing
      ActivitiesNet
      Loans from Shareholders
                                            
                                            
                                            (76,651
                                            )
                                            
                                            
                                            458,188Common
      Stock Issued for Cash
                                            
                                            
                                            8,525
                                            
                                            
                                            
                                            -Net
      Cash Provided by Financing Activities
                                            
                                            
                                            (68,126
                                            )
                                            
                                            
                                            458,188Net
      Increase (Decrease) in Cash
                                            
                                            
                                            295,942
                                            
                                            
                                            
                                            (83,220
                                            )Cash
      Beginning of Period
                                            
                                            
                                            60,610
                                            
                                            
                                            
                                            143,830Cash
      End of Period
                                            
                                            $
                                            356,552
                                            
                                            
                                            $
                                            60,610Supplemental
      Disclosure of Cash Flow Information:Cash
      Paid during the period for interest
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Cash
      Paid during the period for income taxes
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Supplemental
      Disclosure of Non-Cash Items:Shares
      Issued for Conversion of Convertible Debt
                                            
                                            $
                                            1,300,000
                                            
                                            
                                            $
                                            -Equipment
      Sold in Exchange for Reduction in Accounts Payable
                                            
                                            
                                            72,242
                                            
                                            
                                            
                                            -
 
 The
accompanying notes are an integral part of these financial
statements
  F-4
  Cemtrex,
Inc. and Subsidiary
 Consolidated
Statements of Stockholders' Equity (Deficit)
 
 Preferred Stock-Series A
                          
                          
                          Common StockNumber of
                            Shares
                          
                          
                          Par Value
                            ($0.001)Amount
                          
                          
                          Number of
                            Shares
                          
                          
                          Par Value
                            ($0.001)Amount
                          
                          
                          AdditionalPaid-In-
                            Capital
                          
                          
                          Retained
                            Earnings
                            (Accumulated
                            Deficit)
                          
                          
                          Total
                            Stockholders'
                            Equity (Deficit)Balance
      at September 30, 2007
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          
                          34,327,862
                          
                          
                          $
                          34,328
                          
                          
                          $
                          (1,259,524
                          )
                          
                          $
                          (268,131
                          )
                          
                          $
                          (1,493,327
                          )Net
      Income
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          118,078
                          
                          
                          
                          118,078Balance
      at September 30, 2008
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          
                          34,327,862
                          
                          
                          $
                          34,328
                          
                          
                          $
                          (1,259,524
                          )
                          
                          $
                          (150,053
                          )
                          
                          $
                          (1,375,249
                          )Shares
      Issued for Conversion of Convertible Debt
                          
                          
                          1,000,000
                          
                          
                          
                          1,000
                          
                          
                          
                          2,500,000
                          
                          
                          
                          2,500
                          
                          
                          
                          1,296,500
                          
                          
                          
                          -
                          
                          
                          
                          1,300,000Shares
      Issued for Cash
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,895,000
                          
                          
                          
                          2,895
                          
                          
                          
                          5,630
                          
                          
                          
                          -
                          
                          
                          
                          8,525Net
      Income
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          155,010
                          
                          
                          
                          155,010Balance
      at September 30, 2009
                          
                          
                          1,000,000
                          
                          
                          $
                          1,000
                          
                          
                          
                          39,722,862
                          
                          
                          $
                          39,723
                          
                          
                          $
                          42,606
                          
                          
                          $
                          4,957
                          
                          
                          $
                          88,286
 
 The
accompanying notes are an integral part of these financial
statements
  F-5
  Cemtrex
Inc. and Subsidiaries
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  Note
1 – Organization, Business & Operations
  Cemtrex,
Inc. and its wholly-owned subsidiary Griffin Filters, LLC (collectively the
“Company”), is engaged in manufacturing and selling the most advanced
instruments for emission monitoring of particulate, opacity, mercury, sulfur
dioxide, nitrogen oxides, etc. Cemtrex also provides turnkey services for carbon
creation projects from abatement of greenhouse gases pursuant to Kyoto protocol
and assists project owners in selling of carbon credits globally. Company's
products are sold to power plants, refineries, chemical plants, cement plants
& other industries including federal and state governmental agencies.
Through its wholly-owned subsidiary, Griffin Filters, the Company designs,
manufactures and sells air filtration equipment and systems to control
particulate emissions in a variety of industries.
  Cemtrex,
Inc. was incorporated as Diversified American Holding, Inc. on April 27, 1998.
On December 16, 2004, the Company changed its name to Cemtrex, Inc. On April 30,
2007, Cemtrex, Inc. acquired Griffin Filters, LLC (see Note 5 – Business
Combination and Related Party Transactions).
  Note
2 - Summary of Significant Accounting Policies
  Principles
of Consolidation
  The
accompanying consolidated financial statements include the accounts of Cemtrex,
Inc. and its wholly subsidiary Griffin Filters, LLC (collectively the
“Company”). All significant inter-company accounts and transactions have been
eliminated in consolidation.
  The
acquisition of Griffin Filters, LLC by Cemtrex, Inc. was treated as a business
combination due to the fact that the acquired entity and purchased entity were
owned by the same individual. Therefore, these consolidated financial statements
have been retrospectively adjusted for all periods presented.
  Accounting
Method
  The
Company’s financial statements are prepared using the accrual method of
accounting. The Company has elected a September 30 year-end.
  Cash
and cash equivalents
  The
Company considers all liquid investments with a maturity of three months or less
from the date of purchase that are readily convertible into cash to be cash
equivalents.
  Concentrations
of Credit Risk - Cash
  The
Company maintains its cash with various financial institutions, which may exceed
federally insured limits throughout the period.
  Inventories
  Inventories
are comprised of replacement parts, system components and finished systems,
which are stated at lower of cost or market. Cost is determined on a first-in,
first-out (FIFO) basis.
  Property
and Equipment
  Property
and equipment are stated at cost and are depreciated using the straight-line
method over their estimated useful lives, generally five to seven years.
Leasehold improvements are amortized over the shorter of the useful life or the
remaining lease term. Upon retirement or other disposition of these assets, the
cost and related accumulated depreciation are removed from the accounts and the
resulting gains or losses are reflected in operations. Expenditures for
maintenance and repairs are charged to operations as incurred. Renewals and
betterments are capitalized.
  Impairment
of long-lived asset
  The
Company reviews its long-lived assets and identifiable intangibles for
impairment whenever events or changes in circumstances indicate that the
carrying value of an asset may not be recoverable. When such factors and
circumstances exist, management compares the projected undiscounted future cash
flows associated with the future use and disposal of the related asset or group
of assets to their respective carrying values. Impairment, if any, is measured
as the excess of the carrying value over the fair value, based on market value
when available, or discounted expected cash flows, of those assets and is
recorded in the period in which the determination is made. During fiscal years
ended September 30, 2009 and 2008, the Company recorded $0 impairment loss on
long-lived assets.
  F-6
 Cemtrex
Inc. and Subsidiaries
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 Basic
and Diluted Net Income per Share
  Basic
earnings per share is calculated using the weighted-average number of common
shares outstanding during the period without consideration of the dilutive
effect of stock warrants and convertible notes. Diluted earnings per share is
calculated using the weighted-average number of common shares outstanding during
the period after consideration of the dilutive effect of stock warrants and
convertible notes.
  Revenue
recognition
  Sales of
products and related costs of products sold are recognized when (i) persuasive
evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price
is fixed or determinable and (iv) collectability is reasonably assured. These
terms are typically met upon shipment of finished goods to the
customer.
  Allowance
for doubtful accounts
  We
provide an allowance for estimated uncollectible accounts receivable balances
based on historical experience and the aging of the related accounts receivable.
As of September 30, 2009 and 2008, the Company has reserved $200,000 for
doubtful accounts.
  Advertising
  The
Company expenses advertising costs as incurred. The Company incurred $47,352 and
$0 in advertising costs for the years ended September 30, 2009 and 2008,
respectively.
  Income
Taxes
  The
Company accounts for income taxes under the provisions of FASB ASC 740, “Income
Taxes”, formerly referenced as SFAS No. 109, “Accounting for Income Taxes”.
Under the provisions of FASB ASC 740, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
their financial statement carrying values and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
  Significant
judgment is required in determining any valuation allowance recorded against
deferred tax assets. In assessing the need for a valuation allowance, the
Company considers all available evidence including past operating results,
estimates of future taxable income, and the feasibility of tax planning
strategies. In the event that the Company changes its determination as to the
amount of deferred tax assets that can be realized, the Company will adjust its
valuation allowance with a corresponding impact to the provision for income
taxes in the period in which such determination is made.
 F-7
 Cemtrex
Inc. and Subsidiaries
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
    September
      30,2009
                            
                            
                            2008Current
      TaxesU.S.
      Federal
                            
                            $
                            53,875
                            
                            
                            $
                            -U.S.
      State and Local
                            
                            
                            11,092
                            
                            
                            
                            -Current
      Taxes
                            
                            
                            64,967
                            
                            
                            
                            -Deferred
      Tax Asset
                            
                            
                            (61,522
                            )
                            
                            
                            61,522Deferred
      Tax Valuation Allowance
                            
                            
                            -
                            
                            
                            
                            (61,522
                            )Provision
      for Income Taxes
                            
                            $
                            3,445
                            
                            
                            $
                            -
  September
      30,2009
                  
                  
                  2008Statutory
      Federal Tax (Benefit) Rate
                  
                  
                  34.0
                  %
                  
                  
                  34.0
                  %Statutory
      State Tax (Benefit) Rate
                  
                  
                  7.0
                  %
                  
                  
                  7.0
                  %Effective
      Tax (Benefit) Rate
                  
                  
                  41.0
                  %
                  
                  
                  41.0
                  %Valuation
      Allowance
                  
                  
                  -38.8
                  %
                  
                  
                  -41.0
                  %Effective
      Income Tax
                  
                  
                  2.2
                  %
                  
                  
                  0.0
                  %
   Guarantee
Expense
  In
accordance with FASB Interpretation No. 45 ("Fin 45"), the Company recognizes,
at the inception of a guarantee, the cost of the fair value of the obligation
undertaken in issuing the guarantee.
  Research
and development costs
  Expenditures
for research & development are expenses as incurred. Such costs are required
to be expensed until the point that technological feasibility is established.
The Company incurred $5,535 and $0 research and development costs for the years
ended September 30, 2009 and 2008, respectively which were
expensed.
  Fair
Value of Financial Instruments
  The
reported amounts of the Company's financial instruments, including accounts
payable and accrued liabilities, approximate their fair value due to their short
maturities. The carrying amounts of debt approximate fair value since the debt
agreements provide for interest rates that approximate market.
  Stock-based
compensation
  The
Company records compensation expense associated with stock options and other
forms of employee and non-employee equity compensation in accordance with FASB
ASC 718, “Compensation – Stock Compensation”, formerly referenced as SFAS 123R,
“Share-Based Payment”. The Company estimates the fair value of stock options
granted using the Black-Scholes-Merton option-pricing formula and a single
option approach. This fair value is then amortized on a straight-line basis over
the requisite service periods of the awards, which is generally the vesting
period.
  During
fiscal years ended September 30, 2009 and 2008, the Company incurred $0 in
stock-based compensation expense.
  Reclassifications
  Certain
items in the prior year financial statements have been reclassified for
comparative purposes to conform to the presentation in the current period’s
presentation. These reclassifications have no effect on the previously reported
income (loss).
 F-8
 Cemtrex
Inc. and Subsidiaries
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  Recently
Issued Accounting Pronouncements
  The
adoption of these accounting standards had the following impact on the Company’s
statements of income and financial condition:
  ·
                FASB
      ASC Topic 855, “Subsequent Events”. In May 2009, the FASB issued FASB ASC
      Topic 855, which establishes general standards of accounting and
      disclosure of events that occur after the balance sheet date but before
      financial statements are issued or are available to be issued. In
      particular, this Statement sets forth : (i) the period after the balance
      sheet date during which management of a reporting entity should evaluate
      events or transactions that may occur for potential recognition or
      disclosure in the financial statements, (ii) the circumstances under which
      an entity should recognize events or transactions occurring after the
      balance sheet date in its financial statements, (iii) the disclosures that
      an entity should make about events or transactions that occurred after the
      balance sheet date. This FASB ASC Topic should be applied to the
      accounting and disclosure of subsequent events. This FASB ASC Topic does
      not apply to subsequent events or transactions that are within the scope
      of other applicable accounting standards that provide different guidance
      on the accounting treatment for subsequent events or transactions. This
      FASB ASC Topic was effective for interim and annual periods ending after
      June 15, 2009, which was June 30, 2009 for the Corporation. The adoption
      of this Topic did not have a material impact on the Company’s financial
      statements and disclosures.
  ·
                FASB
      ASC Topic 105, “The FASB Accounting Standard Codification and the
      Hierarchy of Generally Accepted Accounting Principles”. In June 2009, the
      FASB issued FASB ASC Topic 105, which became the source of authoritative
      GAAP recognized by the FASB to be applied by nongovernmental entities.
      Rules and interpretive releases of the SEC under authority of federal
      securities laws are also sources of authoritative GAAP for SEC
      registrants. On the effective date of this FASB ASC Topic, the
      Codification will supersede all then-existing non-SEC accounting and
      reporting standards. All other non-SEC accounting literature not included
      in the Codification will become non-authoritative. This FASB ASC Topic
      identify the sources of accounting principles and the framework for
      selecting the principles used in preparing the financial statements of
      nongovernmental entities that are presented in conformity with GAAP. Also,
      arranged these sources of GAAP in a hierarchy for users to apply
      accordingly. In other words, the GAAP hierarchy will be modified to
      include only two levels of GAAP: authoritative and non-authoritative. This
      FASB ASC Topic is effective for financial statements issued for interim
      and annual periods ending after September 15, 2009. The adoption of this
      topic did not have a material impact on the Company’s disclosure of the
      financial statements
  ·
                FASB
      ASC Topic 320, “Recognition and Presentation of Other-Than-Temporary
      Impairments”. In April 2009, the FASB issued FASB ASC Topic 320 amends the
      other-than-temporary impairment guidance in GAAP for debt securities to
      make the guidance more operational and to improve the presentation and
      disclosure of other-than-temporary impairments on debt and equity
      securities in the financial statements. This FASB ASC Topic does not amend
      existing recognition and measurement guidance related to
      other-than-temporary impairments of equity securities. The FASB ASC Topic
      shall be effective for interim and annual reporting periods ending after
      June 15, 2009, with early adoption permitted for periods ending after
      March 15, 2009. Earlier adoption for periods ending before March 15, 2009,
      is not permitted. This FASB ASC Topic does not require disclosures for
      earlier periods presented for comparative purposes at initial adoption. In
      periods after initial adoption, this FASB ASC Topic requires comparative
      disclosures only for periods ending after initial adoption. The adoption
      of this Topic did not have a material impact on the Company’s financial
      statements and disclosures.
  The
Company is evaluating the impact that the following recently issued accounting
pronouncements may have on its financial statements and
disclosures.
  ·
                FASB
      ASC Topic 860, “Accounting for Transfer of Financial Asset”., In June
      2009, the FASB issued additional guidance under FASB ASC Topic 860,
      “Accounting for Transfer and Servicing of Financial Assets and
      Extinguishment of Liabilities", which improves the relevance,
      representational faithfulness, and comparability of the information that a
      reporting entity provides in its financial statements about a transfer of
      financial assets; the effects of a transfer on its financial position,
      financial performance, and cash flows; and a transferor’s continuing
      involvement, if any, in transferred financial assets. The Board undertook
      this project to address (i) practices that have developed since the
      issuance of FASB ASC Topic 860, that are not consistent with the original
      intent and key requirements of that statement and (ii) concerns of
      financial statement users that many of the financial assets (and related
      obligations) that have been derecognized should continue to be reported in
      the financial statements of transferors. This additional guidance requires
      that a transferor recognize and initially measure at fair value all assets
      obtained (including a transferor’s beneficial interest) and liabilities
      incurred as a result of a transfer of financial assets accounted for as a
      sale. Enhanced disclosures are required to provide financial statement
      users with greater transparency about transfers of financial assets and a
      transferor’s continuing involvement with transferred financial assets.
      This additional guidance must be applied as of the beginning of each
      reporting entity’s first annual reporting period that begins after
      November 15, 2009, for interim periods within that first annual reporting
      period and for interim and annual reporting periods thereafter. Earlier
      application is prohibited. This additional guidance must be applied to
      transfers occurring on or after the effective
  date.
 F-9
 Cemtrex
Inc. and Subsidiaries
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  ·
                FASB
      ASC Topic 810, “Variables Interest Entities”. In June 2009, the FASB
      issued FASB ASC Topic 810, which requires an enterprise to perform an
      analysis to determine whether the enterprise’s variable interest or
      interests give it a controlling financial interest in a variable interest
      entity. This analysis identifies the primary beneficiary of a variable
      interest entity as the enterprise that has both of the following
      characteristics: (i)The power to direct the activities of a variable
      interest entity that most significantly impact the entity’s economic
      performance and (ii)The obligation to absorb losses of the entity that
      could potentially be significant to the variable interest entity or the
      right to receive benefits from the entity that could potentially be
      significant to the variable interest entity. Additionally, an enterprise
      is required to assess whether it has an implicit financial responsibility
      to ensure that a variable interest entity operates as designed when
      determining whether it has the power to direct the activities of the
      variable interest entity that most significantly impact the entity’s
      economic performance. This FASB Topic requires ongoing reassessments of
      whether an enterprise is the primary beneficiary of a variable interest
      entity and eliminate the quantitative approach previously required for
      determining the primary beneficiary of a variable interest entity, which
      was based on determining which enterprise absorbs the majority of the
      entity’s expected losses, receives a majority of the entity’s expected
      residual returns, or both. This FASB ASC Topic shall be effective as of
      the beginning of each reporting entity’s first annual reporting period
      that begins after November 15, 2009, for interim periods within that first
      annual reporting period, and for interim and annual reporting periods
      thereafter. Earlier application is
prohibited.
  ·
                FASB
      ASC Topic 820, “Fair Value measurement and Disclosures”, an Accounting
      Standard Update. In September 2009, the FASB issued this Update to
      amendments to Subtopic 82010, “Fair Value Measurements and Disclosures”.
      Overall, for the fair value measurement of investments in certain entities
      that calculates net asset value per share (or its equivalent). The
      amendments in this Update permit, as a practical expedient, a reporting
      entity to measure the fair value of an investment that is within the scope
      of the amendments in this Update on the basis of the net asset value per
      share of the investment (or its equivalent) if the net asset value of the
      investment (or its equivalent) is calculated in a manner consistent with
      the measurement principles of Topic 946 as of the reporting entity’s
      measurement date, including measurement of all or substantially all of the
      underlying investments of the investee in accordance with Topic 820. The
      amendments in this Update also require disclosures by major category of
      investment about the attributes of investments within the scope of the
      amendments in this Update, such as the nature of any restrictions on the
      investor’s ability to redeem its investments at the measurement date, any
      unfunded commitments (for example, a contractual commitment by the
      investor to invest a specified amount of additional capital at a future
      date to fund investments that will be made by the investee), and the
      investment strategies of the investees. The major category of investment
      is required to be determined on the basis of the nature and risks of the
      investment in a manner consistent with the guidance for major security
      types in GAAP on investments in debt and equity securities in paragraph
      320-10-50-lB. The disclosures are required for all investments within the
      scope of the amendments in this Update regardless of whether the fair
      value of the investment is measured using the practical expedient. The
      amendments in this Update apply to all reporting entities that hold an
      investment that is required or permitted to be measured or disclosed at
      fair value on a recurring or non recurring basis and, as of the reporting
      entity’s measurement date, if the investment meets certain criteria The
      amendments in this Update are effective for the interim and annual periods
      ending after December 15, 2009. Early application is permitted in
      financial statements for earlier interim and annual periods that have not
      been issued.
 F-10
 Cemtrex
Inc. and Subsidiaries
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  ·
                FASB
      ASC Topic 740, “Income Taxes”, an Accounting Standard Update. In September
      2009, the FASB issued this Update to address the need for additional
      implementation guidance on accounting for uncertainty in income taxes. The
      guidance answers the following questions: (i) Is the income tax paid by
      the entity attributable to the entity or its owners? (ii) What constitutes
      a tax position for a pass-through entity or a tax-exempt not-for-profit
      entity? (iii) How should accounting for uncertainty in income taxes be
      applied when a group of related entities comprise both taxable and
      nontaxable entities? In addition, this Updated decided to eliminate the
      disclosures required by paragraph 740-10-50-15(a) through (b) for
      nonpublic entities. The implementation guidance will apply to financial
      statements of nongovernmental entities that are presented in conformity
      with GAAP. The disclosure amendments will apply only to nonpublic entities
      as defined in Section 740-10-20. For entities that are currently applying
      the standards for accounting for uncertainty in income taxes, the guidance
      and disclosure amendments are effective for financial statements issued
      for interim and annual periods ending after September 15,
      2009.
  Note
3 - Inventory
  The
Company values its inventory under the FIFO method of costing under the lower of
cost or market pricing model. The Company reviews its product for old and or
obsolete items and adjusts accordingly. The Company’s inventory consists of
finished and raw material product.
  Note
4 - Property and Equipment
  At
September 30, 2009 and September 30, 2008, property and equipment are comprised
of the following:
  September
      30,2009
                  
                  
                  2008Furniture
      and Office Equipment
                  
                  $
                  97,611
                  
                  
                  $
                  96,513Computer
      Software
                  
                  
                  13,609
                  
                  
                  
                  4,550Machinery
      and Equipment
                  
                  
                  68,942
                  
                  
                  
                  151,939Less:
      Accumulated Depreciation
                  
                  
                  (95,024
                  )
                  
                  
                  (72,483
                  )Net
      Property & Equipment
                  
                  $
                  85,138
                  
                  
                  $
                  180,519
  Depreciation
for the twelve months ended September 30, 2009 and 2008 was $33,296 and $33,143,
respectively.
  Note
5 – Business Combination and Related Party Transactions
  On April
30, 2007, the Company purchased, though a business combination, all of the
issued and outstanding membership interests of Griffin Filters LLC, (“Griffin”)
a company established since 1971 and engaged in the design, engineering &
supplying of industrial air filtration equipment from its President. Aron Govil,
the Chairman, Chief Executive Officer, Treasurer and President of the Company,
was the owner of 100% of the issued and outstanding membership interests of
Griffin. The Company purchased 100% ownership in Griffin for a purchase price of
$2,750,000.00. The Company completed the Griffin purchase by (i) paying cash of
$700,000; (ii) issuing 20,000,000 shares of common stock valued at $750,000; and
(iii) issuing a four year convertible debenture in the amount of $1,300,000 (see
Note 7). Griffin had sales and net income of $3,297,409 and $145,981
respectively for fiscal year ended September 30, 2006. Griffin is now a
wholly-owned subsidiary of the Company.
  The
Company recorded the combination of Griffin Filters, LLC as a “As is Pooling”
because of the related party interest as follows:
  F-11
 Cemtrex
Inc. and Subsidiaries
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  Accounts
      Receivable
                  
                  $
                  530,506Inventory
                  
                  
                  49,668Property
      & Equipment, Net
                  
                  
                  67,018Other
      Assets
                  
                  
                  4,225Accounts
      Payable
                  
                  
                  (600,348
                  )Additional
      Paid-in-Capital
                  
                  
                  2,698,931Total
                  
                  $
                  2,750,000
  These
consolidated financial statements have been retrospectively adjusted for all
periods presented.
  In
addition, the Company had the following related party transactions:
  ·
                The
      Company sold to Ducon Technologies India product totaling $450,000. Ducon
      is an enterprise owned by the majority stockholder of the
      Company.
  ·
                The
      Company leases space from Ducon Technologies, a related party, on a month
      to month basis.
  Note
6 – Note Payable Shareholder
  A Note
Payable to a shareholder totaling $390,520 is due October 1, 2011 and accrues
interest at 5% per annum.
  Note
7 – Convertible Debenture
  On
September 8th, 2009, Cemtrex, Inc. entered into a letter agreement with Arun
Govil, the Chairman, Chief Executive Officer, Treasurer and President of the
Company. Pursuant to the letter agreement Arun Govil agreed to cancel the
convertible promissory note, held by him, dated April 30, 2007.  The
principal balance of the Note was $1,300,000. Pursuant to the terms of the Note,
the Outstanding Amount was convertible into 30,000,000 shares of the Company’s
common stock. Pursuant to the letter agreement, in return for cancelling the
Note, the Company issued Arun Govil 2,500,000 shares of common stock of the
Company, par value $0.001 and 1,000,000 shares of Series A Preferred Stock of
the Company, par value $0.001 per share. Mr. Govil agreed to forfeit 27,500,000
shares of common stock issuable as per the original terms of the
Note.
  Note
8– Stockholders’ Equity
  Series
A Preferred Stock
  The
Company is authorized to issue 10,000,000 shares of Series A Preferred Stock,
$0.001 par value. As of September 30, 2009 and September 30, 2008, there were
1,000,000 and 0 shares issued and outstanding, respectively.
  Each
issued and outstanding Series A Preferred Share shall be entitled to the number
of votes equal to the result of: (i) the number of shares of common stock of the
Company issued and outstanding at the time of such vote multiplied by 1.01;
divided by (ii) the total number of Series A Preferred Shares issued and
outstanding at the time of such vote, at each meeting of shareholders of the
Company with respect to any and all matters presented to the shareholders of the
Company for their action or consideration, including the election of directors.
Holders of Series A Preferred Shares shall vote together with the holders of
Common Shares as a single class.
  On
September 8th , 2009, the Company issued 1,000,000 Series A Preferred Shares to
Arun Govil, the Chairman, Chief Executive Officer, Treasurer and President of
the Company, in conjunction with the of the conversion of a convertible note
(see Note 7).
  Common
Stock
  The
Company is authorized to issue 60,000,000 shares of common stock, $0.001 par
value. As of September 30, 2009 and 2008, there were 39,722,862 and 34,327,862
shares issued and outstanding, respectively.
  On
September 8th , 2009, the Company issued 2,500,000 common shares to Arun Govil,
the Chairman, Chief Executive Officer, Treasurer and President of the Company,
in conjunction with the of the conversion of a convertible note (see Note
7).  In addition, the Company issued 2,895,000 common shares for cash
totaling $8,525.
 F-12
 Cemtrex
Inc. and Subsidiaries
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  Note
10 – Commitments & Contingencies
  Lease
Obligations
  The
Company leases its principal office at Farmingdale, New York, 4000 square feet
of office and warehouse/shop space in a single story commercial structure on a
month to month lease from Ducon Technologies Inc., at a monthly rental of
$2,157.
  The
Company’s subsidiary Griffin Filters LLC leases approx. 10,000 sq. ft. of office
and warehouse space in Liverpool, New York from a third party in a five year
lease at a monthly rent of $4,225 expiring on March 31, 2012.
  Legal
Proceedings
  The
Company is not currently involved in any lawsuits or litigation.
  Note
11 - Subsequent Events
  The
Company has evaluated all subsequent events through January 11, 2010, the date
this Annual Report on Form 10-K was filed with the SEC. There were no recognized
or unrecognized events requiring disclosure as significant subsequent
events.
  F-13


(b)
            Exhibit
      Index




Exhibit Number
                    
                    Description of Exhibit3.1
                    
                    Certificate
      of Incorporation of the Company*3.2
                    
                    By
      Laws of the Company*3.3
                    
                    Certificate
      of Amendment of Certificate of Incorporation dated September 29,
      2006*3.4
                    
                    Certificate
      of Amendment of Certificate of Incorporation dated March 30,
      2007*3.5
                    
                    Certificate
      of Amendment of Certificate of Incorporation dated May 16,
      2007*3.6
                    
                    Certificate
      of Amendment of Certificate of Incorporation dated August 21,
      2007*3.7
                    
                    Certificate
      of Designation of the Series A Preferred Stock dated September 8,
      2009**10.1
                    
                    Cemtrex
      Lease Agreement-Ducon Technologies, Inc.*10.2
                    
                    Lease
      Agreement between Daniel L. Canino and Griffin Filters,
    LLC*10.3
                    
                    Asset
      Purchase Agreement between Ducon Technologies, Inc. and Cemtrex
      Inc.*10.4
                    
                    Agreement
      and Assignment of Membership Interests between Arun Govil and Cemtrex,
      Inc.*10.5
                    
                    8.0%
      Convertible Subordinated Debenture*10.6
                    
                    Letter
      Agreement by and between the Company and Arun Govil, the Chairman, Chief
      Executive Officer, Treasurer and President of the Company dated September
      8, 2009**21.1
                    
                    Subsidiaries*23.1
                    
                    Consent
      of Independent Registered Public Accounting Firm.***31.1
                    
                    Certification
      by CEO pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002
      ***31.2
                    
                    Certification
      by Vice President of Finance pursuant to Sections 302 of the
      Sarbanes-Oxley Act of 2002***32.1
                    
                    Certification
      of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002***32.2
                    
                    Certification
      Vice President of Finance pursuant to Section 906 of the Sarbanes-Oxley
      Act of
2002***


______





*
Incorporated by reference from Form 10-12G filed on May 22, 2008


**
Incorporated by reference from Form 8-K filed on September 10, 2009


***
Filed Herewith





SIGNATURES





Pursuant
to the requirements of the Securities and 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.(Registrant)Dated:
      January 22, 2010
                  
                  By
                  /s/ Arun GovilArun
      Govil, Chairman of the Board, Chief Executive Officer and President
      (Principal Executive Officer)Dated:
      January 22, 2009
                  
                  By
                  /s/ Renato Dela RamaRenato
      Dela Rama, Vice President of Finance  (Principal Financial
      Officer)Dated:
      January 22, 2009
                  
                  By
                  /s/ Ravi NarayanRavi
      Narayan, Vice President of MIP Division and DirectorDated:
      January 22, 2009
                  
                  By
                  /s/ Metodi FilipovMetodi
      Filipov, Secretary and
Director