UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



|R | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) | 
|- | --------------------------------------------- | 
|  | OF THE SECURITIES ACT OF 1934                 | 



For the fiscal year ended September 30,
2012



OR



| ̈ | 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
        Incorporation or organization) |  | (IRS Employer Identification No.)



19 Engineers
Lane,Farmingdale, New York 11735Address, 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 Registered
|---------------------------------------- |  | -----------------------------------------
|Common 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  ̈        NoR



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  ̈        NoR



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. YesR 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.



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  ̈
        (Do not check if a smaller reporting company) |  | Smaller reporting company R



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).Yes  ̈        No R



As of December 7, 2012, the aggregate market value of the registrant's
common stock held by non-affiliates of the registrant was $1,755,061 based on the closing price of $0.16 on December 7, 2012.



As of December 7, 2012, the registrant had 40,599,129 shares
of common stock outstanding.



Documents incorporated by reference: None.











Explanatory Note



The purpose of this Amendment No. 1 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (“Form 10-K”) is to include the Auditor’s
Opinion which was inadvertently omitted from the Form 10-K. We have corrected this omission by including the Auditor’s Opinion
in this Amendment No. 1.



No other changes have been made to the Form 10-K. This Amendment No. 1 to Form 10-K speaks as of the
original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date,
and does not modify or update in any way disclosures made in the original Form 10-K.













Index



|Part I  
|--------
|        
|Item 1  
|Item 1A 
|Item 1B 
|Item 2  
|Item 3  
|Item 4  
|        
|Part II 
|Item 5  
|Item 6  
|Item 7  
|Item 7A 
|Item 8  
|Item 9  
|Item 9A 
|Item 9B 
|        
|Part III
|Item 10 
|Item 11 
|Item 12 
|Item 13 
|Item 14 
|        
|Part IV 
|Item 15 



i







FORWARD-LOOKING STATEMENTS



Statements in this report may be "forward-looking
statements." Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs,
expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions.
These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions
made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions
that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed
or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed
from time to time in this report, including the risks described under "Risk Factors" and any risks described in any other
filings we make with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake
any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report.



Management’s discussion and analysis
of financial condition and results of operations are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis,
we evaluate these estimates, including those related to useful lives of real estate assets, cost reimbursement income, bad debts,
impairment, net lease intangibles, contingencies and litigation. We base our estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance
that actual results will not differ from those estimates.



PART I



|ITEM 1. | BUSINESS
|------- | --------



Cemtrex Inc. ("Cemtrex" or the
"Company") is a Delaware corporation that designs, engineers, assembles and sells emission monitoring equipment and instruments
through its MIP division to measure opacity, mercury, sulfur oxides, hydrocarbons, nitrogen oxides, ammonia, carbon dioxide and
oxygen in flue gases discharging the stacks in industries such as: chemicals, pulp and paper, steel, power, cement, coal and petrochemical.
Cemtrex also markets technologies for controlling greenhouse gases such as Methane from coal mines. The Company sells air filtration
and environmental control products through its subsidiary Griffin Filters LLC.



On April 27, 1998, the Company was incorporated
in the state of Delaware under the name "Diversified American Holdings, Inc." The Company subsequently changed its name
to "Cemtrex Inc." on December 16, 2004.



The Company designs, engineers, assembles
and sells emission monitoring equipment and instruments to the chemicals, pulp and paper, steel, power, coal and petrochemical
industries, as well as to municipalities, hospitals, and state and federal governments. Our emission monitoring systems are installed
at the exhaust stacks of industrial facilities and are used to measure the outlet flue gas concentrations of regulated pollutants,
such as sulfur dioxide, hydrogen chloride, hydrogen sulfide, nitrous oxides, ammonia, nitrogen oxide, carbon dioxide, carbon monoxide
and other regulated pollutants. Through use of our equipment and instrumentation, our clients can monitor the exhausts to the atmosphere
from their facilities and comply with Environmental Protection Agency and state and local emission regulations on dust, particulate,
fumes, acid gases and other regulated pollutants into the atmosphere.



1







Company also markets MCDR technology for
generating carbon credits from control of Methane from coal mines. MCDR technology utilizes proprietary catalyst to oxidize methane
at lower temperatures thus making it economical to destroy methane in ventilation air from coal mines.



The Company through its subsidiary Griffin
Filters provides a complete line of air filtration and environmental control equipment to industries such as: chemical, cement,
steel, food, construction, mining, & petrochemical. Griffin's equipment is used to: (i) remove dust, corrosive fumes, mists,
hydrocarbons, volatile organic compounds, submicron particles and particulate from industrial exhausts and boilers; (ii) clean
noxious and acid gases such as sulfur dioxide, hydrogen chloride, hydrogen sulfide, chlorides, and organics from industrial exhaust
stacks prior to discharging to the atmosphere; (iii) control emissions of coal, dust, sawdust, phosphates, flyash, cement, carbon
black, soda ash, silica, etc. from construction facilities, mining operations and dryer exhausts.



RECENT DEVELOPMENTS



On September 19, 2012, the Company announced
the signing of a Representative Agreement with Modcon Systems to market NIR and NMR Analyzer systems to the petroleum industry.
NIR and NMR Analyzer systems are intended to monitor and control the oil refinery process to maximize profits for facility owners.
Modcon Systems has already established NIR and NMR systems in several refineries worldwide and aims to penetrate the North American
market through this deal with the Company.



On October 30, 2012, the Company announced
that it acquired a stake in Pluto Technologies, Inc. Pluto Technologies, Inc. is a mobile startup that has developed a mobile application,
known as Pluto, that allows consumers to find businesses with products and services that meet their interests and lifestyles. The
Pluto application is currently in a limited Beta release in New York City.



PRODUCTS



The Company offers a range of products
and systems, incorporating diverse technologies, to address the needs of a wide variety of industries and their environmental regulations.
Management believes that the Company provides a single source responsibility for design, engineering, assembly, installation and
maintenance of systems to its customers. The Company's products are designed to operate so as to allow its users to determine their
compliance with the latest governmental emissions regulations. The Company's products measure the concentrations of various regulated
pollutants in the flue gases discharging the exhaust stacks at various utilities and industries.



The Company’s current products include
the following:



(i)    Opacity
monitor: Compliance & non-compliance types



Management believes that the Company's
Laser Opacity monitor provides the highest accuracy and long-term reliability available for stack opacity and dust measurements.
An EPA-compliant monitoring system, the monitor is a lightweight, efficient solution for determining opacity or dust concentration
in stack gases. Proven in many installations worldwide, it advances the state of opacity monitoring with higher levels of accuracy,
flexible installation and reduced long-term maintenance.



2







(ii)   Extractive
Continuous Emission Monitors (CEMS)



Cemtrex provides direct-extractive and
dilution-extractive CEMS equipment & systems that are applicable for utilities, industrial boilers, FGD systems, SCR-NOx control,
furnaces, gas turbines, process heaters, incinerators, and process controls. In addition to traditional CEMS designed for maximum
reliability and minimal maintenance in monitoring criteria pollutants, the Company can also accurately quantify other gaseous compounds
through in-situ or extractive FTIR systems. The Company's Extractive CEMS can be configured to monitor for one or all of the following:
• NOx • SO2 • CO2 • O2 • CO • THC • Mercury • H2S • HCl & HF Acid • NH3 •
Particulate • Opacity • Volumetric Flow and Moisture.



(iii)   Ammonia
Analyzer



The flue gas stream which contains ammonia,
nitrogen oxides and in some cases sulfur dioxide utilize Ultra Violet radiation techniques for measurements. All these components
absorb UV radiation, and therefore can be monitored by process analyzers that utilize UV absorbance techniques for detection.



(iv)   Environmental
control & Filtration Systems



The Company through its subsidiary, Griffin
Filters, provides a complete line of air filtration and environmental control equipment to industries such as: chemical, cement,
steel, food, construction, mining, & petrochemical. Griffin's equipment is used to: (i) remove dust, corrosive fumes, mists,
hydrocarbons, volatile organic compounds, submicron particles and particulate from industrial exhausts and boilers; (ii) clean
noxious and acid gases such as sulfur dioxide, hydrogen chloride, hydrogen sulfide, chlorides, and organics from industrial exhaust
stacks prior to discharging to the atmosphere; and (iii) control emissions of coal, dust, sawdust, phosphates, flyash, cement,
carbon black, soda ash, silica, etc. from construction facilities, mining operations and dryer exhausts.



SUPPLIERS



The Company is not dependent on, nor expects
to become dependent on, any one or a limited number of suppliers. The Company buys parts and components to assemble its equipment
and products. The Company does not manufacture or fabricate its own products or systems. The Company relies on sub-suppliers and
third party vendors to procure from or fabricate its components based on its design, engineering and specifications. The Company
also enters into subcontracts for field installation, which the Company supervises; and the Company manages all technical, physical
and commercial aspects of the performance of the Company contracts. To date, the Company has not experienced difficulties either
in obtaining fabricated components and other materials and parts or in obtaining qualified subcontractors for installation work.



PARTS, REPAIR AND REFURBISHMENT SERVICES



The Company also provide replacement and
spare parts and repair and refurbishment services for all our systems following the expiration of our warranties which generally
range up to 12 months. The Company has experienced only minimal costs from its warranties.



3







The Company's standard terms of sale disclaim
any liability for consequential or indirect losses or damages stemming from any failure of our products or systems or any component
thereof. The Company seeks indemnification from its subcontractors for any loss, damage or claim arising from the subcontractors'
failure to perform.



COMPETITION



The Company faces substantial competition
in each of its principal markets. Most of its competitors are larger and have greater financial resources than the Company; several
are divisions of multi-national companies. The Company competes on the basis of price, engineering and technological expertise,
know-how and the quality of our products, systems and services. Additionally, the Company's management believes that the successful
performance of the Company's installed products and systems is a key factor in gaining business as customers typically prefer to
make significant purchases from a company with a solid performance history.



We obtain virtually all our contracts through
competitive bidding. Although price is an important factor and may in some cases be the governing factor, it is not always determinative,
and contracts are often awarded on the basis of the efficiency or reliability of products and the engineering and technical expertise
of the bidder. Several companies market products that compete directly with our products. Other companies offer products that potential
customers may consider to be acceptable alternatives to our products and services. We face direct competition from companies with
far greater financial, technological, manufacturing and personnel resources, including Thermo Fisher Scientific Inc., Farr Inc.,
Torit Donaldson, Tekran Instruments Corporation, Altech Environment USA, Shaw Group, and Horiba Instruments Inc. in the emissions
monitoring business.



INTELLECTUAL PROPERTY



Over the years, the Company has developed
proprietary technologies that give us an edge in competing with its competitors. Thus, the Company relies on a combination of trade
secrets and know-how to protect its intellectual property.



MARKETING



The Company sells its products globally
and relies on manufacturing representatives, distributors, commission sales agents, magazine advertisements, internet advertising,
trade shows, trade directories and catalogue listings to market our products and services. The Company uses more than eight manufacturing
sales representatives in the United States backed by our senior management and technical professionals. The Company's arrangements
with independent sales representatives accord each a defined territory within which to sell some or all of our products and systems,
provide for the payment of agreed-upon sales commissions and are terminable at will. The Company's sales representatives do not
have authority to execute contracts on the Company's behalf.



The Company's sales representatives also
serve as ongoing liaison function between us and our customers during the installation phase of our products and systems and address
customers' questions or concerns arising thereafter. The Company selects representatives based upon industry reputation, prior
sales performance including number of prospective leads generated and sales closure rates, and the breadth of territorial coverage,
among other criteria.



Technical inquiries received from potential
customers are referred to our engineering personnel. Thereafter, the Company's sales and engineering personnel jointly prepare
a budget for future planning, a proposal, or a final bid. The period between initial customer contact and issuance of an order
is generally between two and twelve months.



4







CUSTOMERS



The Company's principal customers are engaged
in refining, power, chemical, mining and metallurgical processing. Historically, most of our customers have purchased individual
products or systems which, in many instances, operate in conjunction with products and systems supplied by others. For several
years, the Company has marketed its products as integrated custom engineered emission monitoring systems and environmental management
solutions. No one single customer accounts for a large percentage of our annual sales.



On most projects, the Company is responsible
to its customers for all phases of the design, assembly, supply and, if included, field installation of its products and systems.
The successful completion of a project is generally determined by a successful operational test of the supplied equipment conducted
by our field service technician in the presence of the customer.



TECHNOLOGY



The Company has developed a broad range of
technological base. The Company's equipment and instruments are used to measure: (i) particulate, carbon dioxide, nitrogen oxides,
and sulfur dioxide from coal-fired power plants, (ii) particulate from cement plants, (iii) hydrocarbons, particulate and sulfur
dioxide from refineries, and (iv) hydrogen sulfide, carbon monoxide, ammonia, hydrocarbons and other regulated pollutants from
chemical plants, steel plants, incinerators and other industrial exhausts. Our emission monitors are capable of meeting all current
federal and local emission monitoring standards. The Company also markets technologies for control of Methane from coal mines.
The Company markets filtration systems and environmental control systems designed to capture particulates, dust, fumes and other
pollutants from various exhaust gas streams. Such products include: baghouse filters, cartridge filters, pulse jet filters, cyclones,
and scrubbers.



BONDING AND INSURANCE



While only a very few of our contracts
require the Company to procure bid and performance bonds, such requirements are prevalent for large projects or projects partially
or fully funded by federal, state or local governments. A bid bond guarantees that a bidder will execute a contract if it is awarded
the job and a performance bond guarantees performance of the contract. The Company does not presently have a bank credit line to
back bid or performance bonds. Thus, the Company cannot bid on certain contracts.



In certain cases, the Company is able to
secure large contracts by accepting progress payments with retention provisions in lieu of bonds.



The Company currently maintains different
types of insurance, including general liability and property coverage. The Company does not maintain product liability insurance
with respect to its products and equipment. Management believes that the insurance coverage that it is adequate for our current
business needs.



INDUSTRY BACKGROUND



The market for environmental control systems
and emission monitoring technologies is directly dependent upon governmental regulations and their enforcement. During the past
three decades, federal, state and local governments have realized the contaminated air poses significant threats to public health
and safety, and, in response, have enacted legislation designed to curb emissions of a variety of air pollutants. Management believes
that the existence of governmental regulations creates demand for Company's emission monitoring equipment and environmental control
systems.



5







These governmental regulations affect nearly
every industrial activity. The principal federal legislation that was created is the Clean Air Act of 1970, as amended (the Clean
Air Act). This legislation requires compliance with ambient air quality standards and empowers the Environmental Protection Agency
(EPA) to establish and enforce limits on the emissions of various pollutants from specific types of facilities. The states have
primary responsibility for implementing these standards and, in some cases, have adopted standards more stringent than those established
by the EPA. In 1990, amendments to the Clean Air Act were adopted which address, among other things, the country acid rain problem
by imposing strict control on the emissions of sulfur dioxide from power plants. During 1997, EPA approved regulations for ozone
related emissions and in 1998 EPA issued regulations requiring utilities in 22 states to significantly reduce Nitrogen oxides emissions.



According to certain scientists, the Earth's
surface has risen in temperature by about 1 degree Fahrenheit in the past century. There is increasing evidence that certain human
activities are contributing to this change in temperature through activities that increase the levels of greenhouse gases, primarily
carbon dioxide, methane, and nitrous oxide, in the atmosphere. Greenhouse gases trap heat that would normally escape back into
the atmosphere, thus increasing the earth's natural greenhouse effect and increasing temperature over time.



The earth's climate is predicted by certain
scientists to change because human activities are altering the chemical composition of the atmosphere through the buildup of greenhouse
gases—primarily carbon dioxide (CO2), methane (CH4), and nitrous oxide (NOx). The heat-trapping property of these gases is
undisputed. Although uncertainty exists about exactly how earth's climate responds to these gases, global temperatures are rising.



EPA Clean Air market Programs



EPA's Clean air market programs include various
market-based regulatory programs designed to improve air quality. Clean air markets include various market-based regulatory programs
designed to improve air quality by reducing outdoor concentrations of fine particles, sulfur dioxide, nitrogen oxides, mercury,
ozone and other significant air emissions. The most well-known of these programs are EPA's Acid Rain Program and the NO x Trading
Programs, which reduce emissions of sulfur dioxide (SO 2) and nitrogen oxides (NO x)–compounds produced by fossil fuel combustion.



Acid Rain Program



The goal of the Acid Rain Program is to achieve
significant environmental and public health benefits through reductions in emissions of sulfur dioxide (SO 2) and nitrogen oxides
(NO x), the primary causes of acid rain. To achieve this goal at the lowest cost to society, the program employs both traditional
and innovative, market-based approaches for controlling air pollution. In addition, the program encourages energy efficiency and
pollution prevention.



"Acid rain" is a broad term referring
to a mixture of wet and dry deposition (deposited material) from the atmosphere containing higher than normal amounts of nitric
and sulfuric acids. The precursors, or chemical forerunners, of acid rain formation result from both natural sources, such as volcanoes
and decaying vegetation, and man-made sources, primarily emissions of SO 2 and NO x resulting from fossil fuel combustion. In the
United States, roughly 2/3 of all SO 2 and 1/4 of all NO x come from electric power generation that relies on burning fossil fuels,
like coal. Acid rain occurs when these gases react in the atmosphere with water, oxygen, and other chemicals to form various acidic
compounds. The result is a mild solution of sulfuric acid and nitric acid. When sulfur dioxide and nitrogen oxides are released
from power plants and other sources, prevailing winds blow these compounds across state and national borders, sometimes over hundreds
of miles.



6







NOx Trading Program



The goal of the NOx Trading Program is to
reduce the transport of ground-level ozone across large distances. The Ozone Transport Commission (OTC) NO x Budget Program was
implemented from 1999 to 2002 and was replaced by the NO x Budget Trading Program—also known as the "NOx SIP Call"—in
2003. The NOx SIP Call Program is a market-based cap and trade program created to reduce emissions of nitrogen oxides (NOx) from
power plants and other large combustion sources in the eastern United States. NOx is a prime ingredient in the formation of ground-level
ozone (smog), a pervasive air pollution problem in many areas of the eastern United States. The NO x Budget Trading Program was
designed to reduce NOx emissions during the warm summer months, referred to as the ozone season, when ground-level ozone concentrations
are highest.



Clean Air Interstate Rule (CAIR)



On March 10, 2005, EPA issued the Clean
Air Interstate Rule (CAIR). This rule provides states with a solution to the problem of power plant pollution that drifts from
one state to another. CAIR covers 28 eastern states and the District of Columbia. The rule uses a cap and trade system to reduce
the target pollutants—sulfur dioxide (SO2) and nitrogen oxides (NOx)—by 70 percent.



The goal of the Clean Air Interstate Rule
(CAIR) is to permanently cap emissions of SO2 and NOx in the eastern U.S. States must achieve the required emission reductions
using one of two compliance options: (1) meet the state's emission budget by requiring power plants to participate in an EPA-administered
interstate cap and trade system, or (2) meet an individual state emissions budget through measures of the state's choosing.



EPA Emission Monitoring Requirements



EPA's emissions monitoring requirements
are designed to ensure the compliance with its current regulations pursuant to various programs. The emission monitoring requirements
ensure that the emissions data collected is of a known, consistent, and high quality, and that the mass emissions data from source
to source are collected in an equitable manner. This is essential to support the Clean Air Markets Program's mission of promoting
market-based trading programs as a means for solving air quality problems



Continuous emissions monitoring (CEM) is
instrumental in ensuring that the mandated reductions of SO2, NOx mercury and other pollutants are achieved. While traditional
emissions limitation programs have required facilities to meet specific emissions rates, the current Program requires an accounting
of each ton of emissions from each regulated unit. Compliance is then determined through a direct comparison of total annual emissions
reported by CEM and allowances held for the unit.



CEM is the continuous measurement of pollutants
emitted into the atmosphere in exhaust gases from combustion or industrial processes. EPA has established requirements for the
continuous monitoring of SO2, volumetric flow, NOx, diluent gas, and opacity for units regulated under the Acid Rain Program. In
addition, procedures for monitoring or estimating carbon dioxide (CO2) are specified. The CEM rule also contains requirements for
equipment performance specifications, certification procedures, and recordkeeping and reporting.



7







The Acid Rain Program uses a market-based
approach to reduce SO2 emissions in a cost-effective manner. (One allowance is an authorization to emit 1 ton of SO2 during or
after a specified calendar year; a utility may buy, sell, or hold allowances as part of its compliance strategy.) Complete and
accurate emissions data are key to implementing this market-based approach.



An essential feature of smoothly operating
markets is a method for measuring the commodity being traded. The CEM data supplies the gold standard to back up the paper currency
of emissions allowances. The CEM requirement, management believes, instills confidence in the market-based approach by verifying
the existence and value of the traded allowance.



The owner or operator of a unit regulated
under the Acid Rain Program must install CEM systems on the unit unless otherwise specified in the regulation. CEM systems include:



| | · | An SO2 pollutant concentration monitor;
| | - | ---------------------------------------



| | · | A NOx pollutant concentration monitor;
| | - | --------------------------------------



| | · | A volumetric flow monitor;
| | - | --------------------------



| | · | An opacity monitor;
| | - | -------------------



| | · | A diluent gas (O2 or CO2) monitor; and
| | - | --------------------------------------



| | · | A computer-based data acquisition and handling system (DAHS) for recording and performing calculations with the data.
| | - | ---------------------------------------------------------------------------------------------------------------------



All CEM systems must be in continuous operation
and must be able to sample, analyze, and record data at least every 15 minutes. All emissions and flow data will be reduced to
1-hour averages. The rule specifies procedures for converting the hourly emissions data into the appropriate units of measure.



The following is a summary of monitoring
method requirements and options:



| | · | All existing coal-fired units serving a generator greater than 25 megawatts and all new coal units must use CEMs for SO2 ,
NOx , flow, and opacity;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Units burning natural gas may determine SO2 mass emissions by: (1) measuring heat input with a gas flow meter and using a default
emission rate; or (2) sampling and analyzing gas daily for sulfur and using the volume of gas combusted; or (3) using CEMs;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Units burning oil may monitor SO2 mass emissions by one of the following methods:
| | - | ---------------------------------------------------------------------------------



| | 1. | daily manual oil sampling and analysis plus oil flow meter (to continuously monitor oil usage)
| | -- | ----------------------------------------------------------------------------------------------



| | 2. | sampling and analysis of diesel fuel oil as-delivered plus oil flow meter
| | -- | -------------------------------------------------------------------------



| | 3. | automatic continuous oil sampling plus oil flow meter
| | -- | -----------------------------------------------------



| | 4. | SO2 and flow CEMs;
| | -- | ------------------



8







| | · | Gas-fired and oil-fired base-loaded units must use NOx CEMs;
| | - | ------------------------------------------------------------



| | · | Gas-fired peaking units and oil-fired peaking units may either estimate NOx emissions by using site-specific emission correlations
and periodic stack testing to verify continued representativeness of the correlations, or use NOx CEMS. The emission correlation
method has been significantly streamlined in the revised rule;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | All gas-fired units using natural gas for at least 90 percent of their annual heat input and units burning diesel fuel oil
are exempt from opacity monitoring; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | For CO2 all units can use either (1) a mass balance estimation, or (2) CO2 CEMs, or (3) O2 CEMs in order to estimate CO2 emissions.
| | - | -----------------------------------------------------------------------------------------------------------------------------------



GOVERNMENT REGULATION



Significant environmental laws, particularly
the Federal Clean Air Act, have been enacted in response to public concern about the environment. The Company believes that compliance
with and enforcement of these laws and regulations create the demand for our products and systems and largely determine the level
of expenditures that customers will make to monitor the emissions from their facilities. The Federal Clean Air Act, initially adopted
in 1970 and extensively amended in 1990, requires compliance with ambient air quality standards and empowers the EPA to establish
and enforce limits on the emission of various pollutants from specific types of industrial facilities. States have primary responsibility
for implementing these standards, and, in some cases, have adopted more stringent standards.



The 1990 amendments to the Federal Clean
Air Act require, among other matters, reductions in the emission of sulfur oxides, believed to be the cause of "acid rain,"
in the emission of 189 identified hazardous air pollutants and toxic substances and the installation of equipment and systems which
will contain certain named toxic substances used in industrial processes in the event of sudden, accidental, high-volume releases.
Such amendments also extend regulatory coverage to many facilities previously exempt due to their small size and require the EPA
to identify those industries which will be required to install the mandated control technology for the industry to reduce the emission
of hazardous air pollutants from their respective plants and facilities. The Montreal Protocol, adopted in 1987, as well as EPA
regulations issued in 1992, call for the phase-out of CFCs. In addition, regulations promulgated by the EPA in 1993 further limit
the concentration of pollutants, such as hydrogen chloride, sulfur dioxide, chlorine, heavy metals and hazardous solid substances
in the form of extremely fine dust, from sewage sludge incinerators. Sewage sludge facilities are required to comply with these
regulations. Compliance with all these regulations can only be achieved by first monitoring the pertinent emission levels.



|ITEM 1A. | RISK FACTORS
|-------- | ------------



Investing in our common stock involves
a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other
information in this report, including the consolidated audited financial statements and the related notes appearing at the end
of this annual report on Form 10-K, with respect to any investment in shares of our common stock. If any of the following risks
actually occurs, our business, financial condition, results of operations and future prospects would likely be materially and adversely
affected. In that event, the market price of our common stock could decline and you could lose all or part of your investment.
These statements, like all statements in this report, speak only as of the date of this report (unless another date is indicated)
and we undertake no obligation to update or revise the statements in light of future development.



9







RISKS RELATED TO OUR BUSINESS



▪            We
are substantially dependent upon the success and market acceptance of our technology. The failure of the emissions monitoring and
controls market to develop as we anticipate, would adversely affect our business.



The Company's success is largely dependent
on increased market acceptance of our emission monitoring equipment and control systems. If acceptance of emissions monitoring
equipment does not continue to grow, then the Company's revenues may be significantly reduced.



▪            If
we are unable to develop new products, our competitors may develop and market products with better features that may reduce demand
for our potential products.



The Company may not be able to introduce
any new products or any enhancements to its existing products on a timely basis, or at all. In addition, the introduction by the
Company of any new products could adversely affect the sales of certain of its existing products. If the Company's competitors
develop innovative emissions testing technology that are superior to the Company's products or if the Company fails to accurately
anticipate market trends and respond on a timely basis with its own innovations, the Company may not achieve sufficient growth
in its revenues to attain profitability.



▪            Even
though we have a profit for the fiscal year ending September 30, 2012 and we may not incur profit for the foreseeable future.



We had net income of
$702,199 for the year ended September 30, 2012 and a net income of $1,010,882 for the fiscal year ended September 30, 2011. We
continue to incur significant expenditures related to selling and marketing and general and administrative activities as well as
capital expenditures and anticipate that our expenses may increase in the foreseeable future as we expand our business. Further,
as a public company we will also incur significant legal, accounting and other expenses that we may not incur as a private company.
To maintain profitability, we will need to generate significant additional revenues with significantly improved gross margins.
It is uncertain whether we will be able to maintain our profitability.



▪            The
Company faces constant changes in governmental standards by which our products are evaluated.



The Company believes that, due to the constant
focus on the environment and clean air standards throughout the world, a requirement in the future to adhere to new and more stringent
regulations both domestically and abroad is possible as governmental agencies seek to improve standards required for certification
of products intended to promote clean air. In the event our products fail to meet these ever-changing standards, some or all of
our products may become obsolete.



▪            The
future growth of our business depends, in part, on enforcement of existing emissions-related environmental regulations and further
tightening of emission standards worldwide.



The Company expects that the future business
growth will be driven, in part, by the enforcement of existing emissions-related environmental regulations and tightening of emissions
standards worldwide. If such standards do not continue to become stricter or are loosened or are not enforced by governmental authorities,
it could have a material adverse effect on our business, operating results, financial condition and long-term prospects.



10







▪            We
may incur substantial costs enforcing our proprietary information, defending against third-party patents, invalidating third-party
patents or licensing third-party intellectual property, as a result of litigation or other proceedings relating to patent and other
intellectual property rights.



The Company considers its technology and
procedures proprietary. In particular, the Company depends substantially on its flexibility to develop custom engineered solutions
for various applications and be responsive to customer needs.



The Company may be notified of claims that
it has infringed a third party's intellectual property. Even if such claims are not valid, they could subject the Company to significant
costs. In addition, it may be necessary in the future to enforce the Company's intellectual property rights to determine the validity
and scope of the proprietary rights of others. Litigation may also be necessary to defend against claims of infringement or invalidity
by others. An adverse outcome in litigation or any similar proceedings could force the Company to take actions that could harm
its business. These include: (i) ceasing to sell products that contain allegedly infringing property; (ii) obtaining licenses to
the relevant intellectual property which the Company may not be able to obtain on terms that are acceptable, or at all; (iii) indemnifying
certain customers or strategic partners if it is determined that the Company has infringed upon or misappropriated another party's
intellectual property; and (iv) redesigning products that embody allegedly infringing intellectual property. Any of these results
could adversely affect the Company's business, financial condition and results of operations. In addition, the cost of defending
or asserting any intellectual property claim, both in legal fees and expenses, and the diversion of management resources, regardless
of whether the claim is valid, could be significant.



▪            Product
defects could cause the Company to incur significant product liability, warranty, repair and support costs and damage its reputation
which would have a material adverse effect on its business.



Although the Company rigorously tests its
products, defects may be discovered in future or existing products. These defects could cause the Company to incur significant
warranty, support and repair costs and divert the attention of its research and development personnel. It could also significantly
damage the Company's reputation and relationship with its distributors and customers which would adversely affect its business.
In addition, such defects could result in personal injury or financial or other damages to customers who may seek damages with
respect to such losses. A product liability claim against the Company, even if unsuccessful, would likely be time consuming and
costly to defend.



▪            The
markets in which we operate are highly competitive, and many of our competitors have significantly greater resources than we do.



There is significant competition among
companies that provide emissions monitoring systems. Several companies market products that compete directly with our products.
Other companies offer products that potential customers may consider to be acceptable alternatives to our products and services.
We face direct competition from companies with far greater financial, technological, manufacturing and personnel resources, including
Thermo Fisher Scientific Inc., Tekran Instruments Corporation, Altech Environment USA, Shaw Group, and Horiba Instruments Inc.
in the emissions monitoring business. Newly developed products could be more effective and cost efficient than our current or future
products. Many of the current and potential future competitors have substantially more engineering, sales and marketing capabilities
and broader product lines than we have.



11







▪            The
Company's results may fluctuate due to certain regulatory, marketing and competitive factors over which we have little or no control.



The factors listed
below, some of which we cannot control, may cause our revenue and results of operations to fluctuate significantly:



| | · | the existence and enforcement of government environmental regulations. If these regulations are not maintained or enforced
then the market for Company's products could deteriorate;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Retaining and keeping qualified employees and management personnel;
| | - | -------------------------------------------------------------------



| | · | Ability to upgrade our products to keep up with the changing market place requirements;
| | - | ---------------------------------------------------------------------------------------



| | · | Ability to keep up with our competitors who have much higher resources than us;
| | - | -------------------------------------------------------------------------------



| | · | Ability to find sub-suppliers and sub-contractors to assemble and install our products;
| | - | ---------------------------------------------------------------------------------------



| | · | General economic conditions of the industry and the ability of potential customers to spend money on setting up new industries
that require our products;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Ability to maintain or raise adequate working capital required for the operations and future growth; and
| | - | --------------------------------------------------------------------------------------------------------



| | · | Ability to retain our CEO and other senior key personnel.
| | - | ---------------------------------------------------------



▪            The
loss of our senior management and failure to attract and retain qualified personnel in a competitive labor market could limit our
ability to execute our growth strategy, resulting a slower rate of growth.



We depend on the continued service of our
senior management. Due to the nature of our business, we may have difficulty locating and hiring qualified personnel and retaining
such personnel once hired. The loss of the services of any of our key personnel, or our failure to attract and retain other qualified
and experienced personnel on acceptable terms, could limit our ability to execute our growth strategy resulting in a slower rate
of growth.



▪            General
economic downturns in general would have a material adverse effect on the Company's business, operating results and financial condition.



The Company's operations may in the future
experience substantial fluctuations from period to period as a consequence of general economic conditions affecting consumer spending.
Therefore, any economic downturns in general would have a material adverse effect on the Company's business, operating results
and financial condition.



RISKS RELATED TO INVESTMENT IN THE COMMON
STOCK OF THE COMPANY



▪            We
may need additional funds in the future. We may be unable to obtain additional funds or if we obtain financing it may not be on
terms favorable to us. You may lose your entire investment.



12







Based on our current
plans, we believe our existing cash and cash equivalents along with cash generated from operations may be sufficient to fund our
operating expenses and capital requirements through September 30, 2013, although there is no assurance of this result, we may need
funds in the future. If our capital resources are insufficient to meet future capital requirements, we will have to raise additional
funds by selling Company shares. If we are unable to obtain additional funds on terms favorable to us, we may be required to cease
or reduce our operating activities.



If we raise additional funds by selling
additional shares of our capital stock, the ownership interest of our stockholders will be substantially diluted.



▪            Our
stock trades on the Over the Counter Bulletin Board quotation system.



The Company's Common Stock currently trades
on the Over the Counter Bulletin Board electronic quotation system under the symbol "CTEI.OB". The Over the Counter Bulletin
Board is a decentralized market regulated by the Financial Industry Regulatory Authority in which securities are traded via an
electronic quotation system. There can be no assurance that a trading market for the Company's shares will continue to exist in
the future, and there can be no assurance that an active trading market will develop or be sustained. The market price of the shares
of Common Stock is likely to be highly volatile and may be significantly affected by factors such as actual or anticipated fluctuations
in the Company's operating results, announcements of technological innovations, new products or new contracts by the Company or
its competitors, developments with respect to proprietary rights, adoption of new government regulations affecting the environment,
general market conditions and other factors. In addition, the stock market has from time to time experienced significant price
and volume fluctuations that have particularly affected the market price for the common stocks of technology companies. These types
of broad market fluctuations may adversely affect the market price of the Company's common stock. See Risk Factor "Our stock
price may be highly volatile" below.



▪            Our
shares of common stock are thinly traded, so stockholders may be unable to sell at or near ask prices or at all if they need to
sell shares to raise money or otherwise desire to liquidate their shares.



Our common stock has from time to time
been "thinly-traded," meaning that the number of persons interested in purchasing our common stock at or near ask prices
at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the
fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others
in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons,
they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase
of our shares until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or
more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady
volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give
stockholders any assurance that a broader or more active public trading market for our common shares will develop or be sustained,
or that current trading levels will be sustained.



13







▪            Our
common stock will be subject to "penny stock" rules which may be detrimental to investors.



If our common stock is not listed on a
national exchange or market, the trading market for our common stock may become illiquid. Our common stock trades on the over-the-counter
electronic bulletin board and, therefore, is subject to the requirements of certain rules promulgated under the Securities Exchange
Act of 1934, as amended, which require additional disclosure by broker-dealers in connection with any trades involving a stock
defined as a "penny stock". The Securities and Exchange Commission has adopted regulations which generally define "penny
stock" to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of
less than $5.00 per share. The securities will become subject to rules that impose additional sales practice requirements on broker-dealers
who sell such securities. For transactions covered by these rules, the broker-dealer must make a special suitability determination
for the purchaser of such securities and have received the purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction,
of a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer
also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for
the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the "penny stock"
rules may restrict the ability of purchasers in this offering to sell the Common Stock offered hereby in the secondary market.



▪            We
do not anticipate paying any dividends.



No dividends have been paid on the common
stock of the Company. The Company does not intend to pay cash dividends on its common stock in the foreseeable future, and anticipates
that profits, if any, received from operations will be devoted to the Company's future operations. Any decision to pay dividends
will depend upon the Company's profitability at the time, cash available and other relevant factors.



▪            Our
stock price may be highly volatile.



The market price of our common stock, like
that of many other technology companies, has been highly volatile and may continue to be so in the future due to a wide variety
of factors, including:



| | · | announcements of technological innovations by us, our collaborative partners or our present or potential competitors;
| | - | ---------------------------------------------------------------------------------------------------------------------



| | · | our quarterly operating results and performance;
| | - | ------------------------------------------------



| | · | developments or disputes concerning patents or other proprietary rights;
| | - | ------------------------------------------------------------------------



| | · | acquisitions;
| | - | -------------



| | · | litigation and government proceedings;
| | - | --------------------------------------



| | · | adverse legislation;
| | - | --------------------



| | · | changes in government regulations;
| | - | ----------------------------------



| | · | economic and other external factors; and
| | - | ----------------------------------------



| | · | general market conditions.
| | - | --------------------------



14







In addition, potential dilutive effects
of future sales of shares of common stock by shareholders and by the Company could have an adverse effect on the market price of
our shares.



▪            Our
principal shareholder has significant influence over our Company which could make it impossible for the public stockholders to
influence the affairs of the Company.



Approximately 65% of our outstanding voting
equity is beneficially held by Arun Govil the Company's Chairman, as a result of Mr. Govil's common stock and Series A preferred
stock ownership. Consequently, Mr. Govil will be able to control substantially all matters requiring approval by the stockholders
of the Company, including the election of all directors and approval of significant corporate transactions. This makes it impossible
for the public stockholders to influence the affairs of the Company.



ITEM 1B. UNRESOLVED STAFF COMMENTS



None.



|ITEM 2. | PROPERTIES
|------- | ----------



The Company does not own any real estate.



The Company leases its principal office
at Farmingdale, New York, 4,000 square feet of office and warehouse/shop space in a single story commercial structure on a month
to month lease from Ducon Technologies Inc. an entity controlled by Arun Govil, our Chairman of the Board, at a monthly rental
of $2,157.00. The Company's subsidiary Griffin Filters LLC leases approximately 2,720 square feet of office and warehouse space
in Liverpool, New York from a third party on a month to month lease at a monthly rent of $2,200.00. The Company has no plans to
acquire any property in the immediate future. The Company believes that its current facilities are adequate for its needs through
the next six months, and that, should it be needed, suitable additional space will be available to accommodate expansion of the
Company's operations on commercially reasonable terms, although there can be no assurance in this regard. There are no written
agreements.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------



None.



PART II



|ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------



The Company's Common Stock currently trades
on the Over the Counter Bulletin Board electronic quotation system under the symbol "CTEI.OB".



As of December 7, 2012, there were approximately
80 holders of record of the Company's common stock as determined from the Company's transfer agent's list. Such list does not include
beneficial owners of securities whose shares are held in the names of various dealers and clearing agencies.



15







The Company is authorized to issue 60,000,000
shares of common stock, $0.001 par value per share. On December 7, 2012, there were 40,599,129 shares of common stock issued and
outstanding and 1,000,000 shares of Series A preferred stock issued or outstanding.



The Company's Common Stock trades on the
over-the-counter bulletin board trading system. The price ranges presented below represent the highest and lowest quoted bid prices
during the third and fourth calendar quarters for 2010, 2011 and 2012 reported by the exchange. The quotes represent prices between
dealers and do not reflect mark-ups, markdowns or commissions and therefore may not necessarily represent actual transactions.



Common Stock



|Year |  | Period      |  |  | Stock Price |       
|---- |  | ----------- |  |  | ----------- | ------
|     |  |             |  |  | High        |       
|     |  | 4th Quarter |  |  | $           | 0.23  
|     |  | 3rd Quarter |  |  | $           | 0.26  
|     |  | 2nd Quarter |  |  | $           | 0.28  
|2012 |  | 1st Quarter |  |  | $           | 0.30  
|     |  | 4th Quarter |  |  | $           | 0.28  
|     |  | 3rd Quarter |  |  | $           | 0.3488
|     |  | 2nd Quarter |  |  | $           | 0.3   
|2011 |  | 1st Quarter |  |  | $           | 0.0891
|     |  | 4th Quarter |  |  | $           | 0.0891
|     |  | 3rd Quarter |  |  | $           | 0.198 
|     |  | 2nd Quarter |  |  | $           | 0.44  
|2010 |  | 1st Quarter |  |  | $           | 0.50  
|     |  |             |  |  |             |       

As reported by the Over-the-Counter Bulletin
Board, on December 6, 2012 the closing sales price of the Company's Common Stock was $0.16 per share.



Holders



Dividend Policy



The Company has not declared or paid any
cash dividends on its common stock nor does it anticipate paying any in the foreseeable future. Furthermore, the Company expects
to retain any future earnings to finance its operations and expansion. The payment of cash dividends in the future will be at the
discretion of its Board of Directors and will depend upon its earnings levels, capital requirements, any restrictive loan covenants
and other factors the Board considers relevant.



|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------



Not required for Smaller Reporting Companies



16







|ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



The following discussion and analysis of
our financial condition and results of operations should be read in conjunction with the consolidated audited financial statements
and the notes to those financial statements included elsewhere in this report. This discussion includes forward-looking statements
that involve risks and uncertainties. As a result of many factors, such as those set forth under "risk factors" and elsewhere
in this report, our actual results may differ materially from those anticipated in these forward-looking statements.



OVERVIEW



Cemtrex, Inc is an environmental technologies
company engaged in manufacturing and selling instruments for emission monitoring products for the industry. The Company's Griffin
Filters subsidiary sells air filtration and environmental control products to power plants, refineries, chemical plants, cement
plants and other industries, including federal and state governmental agencies.



Financial condition



The following table sets forth selected
historical consolidated financial data from our consolidated financial statements and should be read in conjunction with our consolidated
financial statements including the related notes and "Management's Discussion and Analysis of Financial Condition and Results
of Operations" which are included below.



FISCAL YEAR ENDED SEPTEMBER 30, 2012



|                                    |  | Year Ended September 30, |           
|----------------------------------- |  | ------------------------ | ----------
|                                    |  | 2012                     |           
|Revenues                            |  | $                        | 12,162,046
|                                    |  |                          |           
|Operating Expenses                  |  | $                        | 683,372   
|                                    |  |                          |           
|Net Income (Loss)                   |  | $                        | 702,199   
|                                    |  |                          |           
|Net Income (Loss) Per Common Share, |  | $                        | 0.02      
|Basic and Diluted                   |  | $                        | 0.02      
|                                    |  |                          |           
|Weighted Average Number of Shares   |  |                          | 39,997,463



|                           |  | September 30, |          
|-------------------------- |  | ------------- | ---------
|                           |  | 2012          |          
|Current Assets             |  | $             | 1,625,638
|                           |  |               |          
|Total Assets               |  | $             | 1,732,374
|                           |  |               |          
|Total Liabilities          |  | $             | 835,689  
|                           |  |               |          
|Total Stockholders' Equity |  | $             | 896,685  



17













CRITICAL ACCOUNTING POLICIES AND ESTIMATES



The following discussion and analysis is
based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of our financial statements requires management to make estimates and assumptions
that affect the reported amounts of revenues and expenses, and assets and liabilities during the periods reported. Estimates are
used when accounting for certain items such as revenues, allowances for returns, early payment discounts, customer discounts, doubtful
accounts, employee compensation programs, depreciation and amortization periods, taxes, inventory values, and valuations of investments,
goodwill, other intangible assets and long-lived assets. We base our estimates on historical experience, where applicable and other
assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates under different
assumptions or conditions. We believe that the following critical accounting policies affect our more significant judgments and
estimates used in preparation of our consolidated financial statements.



We maintain allowances for doubtful accounts
for estimated losses resulting from the inability of our customers to make required payments. We base our estimates on the aging
of our accounts receivable balances and our historical write-off experience, net of recoveries.



We value our inventories at the lower of
cost or market. We write down inventory balances for estimated obsolescence or unmarketable inventory equal to the difference between
the cost of the inventory and the estimated market value based upon assumptions about future demand and market conditions.



Goodwill is reviewed for possible impairment
at least annually or more frequently upon the occurrence of an event or when circumstances indicate that the Company's carrying
amount is greater than the fair value. In accordance with SFAS 142, the Company examined goodwill for impairment and determined
that the Company's carrying amount did not exceed the fair value, thus, there was no impairment.



Generally, sales are recognized when shipments
are made to customers. Rebates, allowances for damaged goods and other advertising and marketing program rebates are accrued pursuant
to contractual provisions and included in accrued expenses. Certain amount of our revenues fall under the percentage-of-completion
method of accounting used for long-term contracts. Under this method, sales and gross profit are recognized as work is performed
based on the relationship between actual costs incurred and total estimated costs at completion. Sales and gross profit are adjusted
prospectively for revisions in estimated total contract costs and contract values. Estimated losses are recorded when identified.



RESULTS OF OPERATIONS



Net Sales: Net sales for 2012 decreased
by $1,570,107 or 11.43%, to $12,162,046, from $13,732,153 in 2011. Sales decreased during the year of 2012 primarily due to a lower
amount of bookings and projects executed by the Company during the year and overall decrease in market demand during the year.



Gross Profit: Gross profits for 2012
decreased $701,284 or 32.90% to $1,430,128, which was 11.76% of net sales, from $2,131,412 in 2011, which was 15.52% of net sales.
The decrease in gross margin in 2012 was a direct results of the lower gross margin projects executed by the Company in this fiscal
year. In 2011, the higher gross margin was a result of the high gross margin of projects executed during that year.



Operating Expenses: Operating expenses
for 2012 decreased $344,035 or 33.48%, to $683,372 from $1,027,407 in 2011. Operating expenses as percentage of sales decreased
in 2012 to 5.62% from 7.48% in 2011. The percentage decrease in operating expenses percentage was primarily due to lower sales
in 2012 as compared to 2011. The 33.48% decrease in operating expenses in 2012 was due to less selling and general expenses as
a result of poor market conditions.



18







Net Income/Loss: The Company had a
net income of $702,199 as compared to net income of $1,010,882 in 2011 after provision of income tax of $2,482. The net income
in 2012 was a direct result of lower sales due to execution of less profitable projects by the Company.



Provision for Income Taxes: The income
tax provision for this year is $2,482 after Net operating loss carry forward in 2012.



EFFECTS OF INFLATION



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



LIQUIDITY AND CAPITAL RESOURCES



Working capital was $1,266,407 at September
30, 2012, compared to $1,571,108 at September 30, 2011. This included cash and cash equivalents of $333,045 and $415,369 at September
30, 2012 and 2011, respectively.



Trade receivables increased by $31,606 or
12.08% at September 30, 2012 to $293,155, from $261,549 as at September 30, 2011. The increase in accounts receivable is attributable
to change of terms of contract and shipments date. .



Inventories decreased $67,052 or 21.09% to
$250,844 at September 30, 2012 from $ 317,896 as at September 30, 2011. The decrease in inventory was due to relatively less purchase
of inventory and less shipments of ongoing jobs and contracts.



Continuing operations provided $943,441 of
cash for the fiscal year ended September 30, 2012, compared to using ($101,519) of cash for the fiscal year ended September 30,
2011. The increase in cash flows was primarily related to the decrease in inventory combined with decrease in accounts payable.
Investing activities for continuing operations used $ 82,045 of cash during 2012, compared to providing $0 during 2011. The Financing
activities in 2012 used $943,720. We believe that our cash on hand, cash generated by operations, may be sufficient to meet
the capital demands of our current operations during 2013 fiscal year. Any major increases in sales, big contract with high margin
especially in new products, may require substantial capital investment. Failure to obtain sufficient capital could materially impact
the growth potential.



Outlook



We anticipate that the outlook for our
products and services remains fairly strong and we are positioned well to take advantage of it.



We believe there is currently a gradually
increasing public awareness of the issues surrounding air quality and that this trend will continue for the next several years.
We also believe there is an increase in public concern regarding the effects of air quality on society and future generations,
as well as an increase in interest by standards-making bodies in creating specifications and techniques for detecting, defining
and solving air quality problems. As a result, we believe there will be an increase in interest in our emission monitors, and environmental
control products of subsidiary Griffin Filters.



19







This Outlook section, and other portions
of this document, include certain "forward-looking statements" within the meaning of that term in Section 27A of the
Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, including, among others, those statements preceded
by, following or including the words "believe," "expect," "intend," "anticipate" or similar
expressions. These forward-looking statements are based largely on the current expectations of management and are subject to a
number of assumptions, risks and uncertainties. Our actual results could differ materially from these forward-looking statements.
Important factors to consider in evaluating such forward-looking statements include those discussed in Item 1A. Risk Factors as
well as:



| | · | the shortage of reliable market data regarding the emission monitoring & air filtration market;
| | - | -----------------------------------------------------------------------------------------------



| | · | changes in external competitive market factors or in our internal budgeting process which might impact trends in our results
of operations;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



| | · | anticipated working capital or other cash requirements;
| | - | -------------------------------------------------------



| | · | changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the market;
| | - | --------------------------------------------------------------------------------------------------------------------



| | · | product obsolescence due to the development of new technologies; and
| | - | --------------------------------------------------------------------



| | · | Various competitive factors that may prevent us from competing successfully in the marketplace.
| | - | -----------------------------------------------------------------------------------------------



In light of these risks and uncertainties,
there can be no assurance that the events contemplated by the forward-looking statements contained in this Form 10-K will in fact
occur.



| | ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
| | -------- | ----------------------------------------------------------



The response to this item is included in
"Item 1A Risk Factors."



| | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
| | ------- | -------------------------------------------



The financial statements required to be
included in this report appear as indexed in the appendix to this report beginning on page F-1.



| | ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
| | ------- | ------------------------------------------------------------------------------------



There have been no changes in and/or disagreements
with Gruber & Company, LLC, our independent registered public accountants, on accounting and financial disclosure matters.



| | ITEM 9A. | CONTROLS AND PROCEDURES
| | -------- | -----------------------



Our Chief Executive Officer and Chief Financial
Officer (the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures
for the Company. The Certifying Officers have designed such disclosure controls and procedures to ensure that material information
is made known to them, particularly during the period in which this Report was prepared.



20







Evaluation of Controls and Procedures



We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated
and communicated to our management, including our chief executive and financial officer, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as
ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost- benefit relationship
of possible controls and procedures.



As of September 30, 2012, an evaluation
was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Principal
Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that
evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were
effective.



Changes in Internal Controls



There have been no changes in the Company's
internal controls over financial reporting that occurred during the Company's last fiscal quarter to which this report relates
that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting,
except that the Company increased its internal controls around the issuance and recording of common stock sales.



Limitations on the Effectiveness of Controls



A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of
the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected. The Company's disclosure controls and procedures are designed
to provide reasonable assurance of achieving its objectives. The Company's chief executive officer and principal financial officer
concluded that the Company's disclosure controls and procedures are effective at that reasonable assurance level.



| | ITEM 9B. | OTHER INFORMATION
| | -------- | -----------------



Not applicable.



PART III



| | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
| | -------- | ------------------------------------------------------



The following persons are our executive
officers and directors. Directors are elected to hold offices until the next annual meeting of Shareholders and until their successors
are elected or appointed and qualified. Officers are appointed by the board of directors until a successor is elected and qualified
or until resignation, removal or death.



21







|Name and Address                                                           |  | Age |  | Positions and Offices                                    
|-------------------------------------------------------------------------- |  | --- |  | ---------------------------------------------------------
|                                                                           |  |     |  |                                                          
|Arun Govil  19 Engineers Lane  Farmingdale, New York 11735                 |  | 57  |  | Chairman of the Board of Directors                       
|                                                                           |  |     |  |                                                          
|Saagar Govil  19 Engineers Lane  Farmingdale, New York 11735               |  | 26  |  | President, Chief Executive Officer,  Secretary & Director
|                                                                           |  |     |  |                                                          
|Renato Dela Rama  19 Engineers Lane  Farmingdale, New York 11735           |  | 64  |  | Chief Financial Officer and Director                     
|                                                                           |  |     |  |                                                          
|Ravi Narayan
        19 Engineers Lane
        Farmingdale, New York 11735 |  | 53  |  | Vice President  and Director                             



Arun Govil, is the Chairman and has been
with the Company since December 2004. Mr. Govil is also President (and owner) of Ducon Technologies Inc., a privately held company
engaged in air pollution control systems business since 1996. Prior to 1996 Mr. Govil, Mr. Govil worked at various management and
technical positions in the environmental industry. Mr. Govil holds a B.E. degree in Chemical Engineering and a M.B.A. in Finance.
He is also a licensed Professional Engineer in New York State and New Jersey.



Saagar Govil has been with the Company
since July 2008 and is Company's Chief Executive Officer and President since Dec. 2011. Earlier he was Vice President of operations.
Saagar Govil has a B.S. in Materials Engineering from Stony Brook University, N.Y. Saagar Govil is the son of Arun Govil.



Renato Dela Rama has been our Chief Financial
Officer 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.



Ravi Narayan has been with the Company
since 2002 as general manager. In 2009 he became Vice president of the Company and a Director. From 1993 to 2001 Mr. Narayan worked
as a Technical manager at Procal UK Ltd. Mr. Narayan has a BE in Electronic and Instrument Engineering and an MBA in Business administration.



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 five 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.



22







Audit Committee Financial Expert



The Securities and Exchange Commission
has adopted rules implementing Section 407 of the Sarbanes-Oxley Act of 2002 requiring public companies to disclose information
about "audit committee financial experts." As of the date of this Annual report, we do not have a standing Audit Committee.
The functions of the Audit Committee are currently assumed by our full Board of Directors. Additionally, we do not have a member
of our Board of Directors that qualifies as an "audit committee financial expert." For that reason, we do not have an
audit committee financial expert.



SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE



To the best of our knowledge, based solely
on a review of the copies of such reports furnished to us and written representation that no other reports are required, Section
16(a) filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners were filed timely
during the most recent fiscal year.



The business address for each of our officers
and directors is 19 Engineers Lane, Farmingdale, NY 11735.



| | ITEM 11. | EXECUTIVE COMPENSATION
| | -------- | ----------------------



BOARD OF DIRECTORS



All of our directors hold office until
the next annual meeting of stockholders and the election and qualification of their successors. Our executive officers are elected
annually by the board of directors to hold office until the first meeting of the board following the next annual meeting of stockholders
and until their successors are chosen and qualified.



DIRECTORS' COMPENSATION



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



EXECUTIVE COMPENSATION



The compensation discussion addresses all
compensation awarded to, earned by, or paid to the Cemtrex's named executive officers. As of December 7, 2012, three of our executive
officers are currently earning compensation. Set forth below is the aggregate compensation for services rendered in all capacities
to us during our fiscal years ended September 30, 2010, 2011 and 2012 by our executive officers.



23







|NAME AND          |  |      |      |  | SUMMARY COMPENSATION TABLE |   |         | LONG-TERM           | 
|----------------- |  | ---- | ---- |  | -------------------------- | - | ------- | ------------------- | 
|PRINCIPAL         |  |      |      |  | ANNUAL COMPENSATION TABLE  |   |         | COMPENSATION AWARDS | 
|POSITION          |  | YEAR |      |  | SALARY                     |   |         | BONUS               | 
|Arun Govil        |  |      | 2010 |  |                            | $ | 115,482 |                     | 
|Chairman,         |  |      | 2011 |  |                            | $ | 100,000 |                     | 
|                  |  |      | 2012 |  |                            | $ | 57,539  |                     | 
|                  |  |      |      |  |                            |   |         |                     | 
|Sangar Govil      |  |      | 2010 |  |                            | $ | 0       |                     | 
|Chief Executive   |  |      | 2011 |  |                            | $ | 100,000 |                     | 
|Officer           |  |      | 2012 |  |                            | $ | 100,000 |                     | 
|President         |  |      |      |  |                            |   |         |                     | 
|                  |  |      |      |  |                            |   |         |                     | 
|Ravi Naravan      |  |      | 2010 |  |                            | $ | 92,456  |                     | 
|Vice President,   |  |      | 2011 |  |                            | $ | 99,570  |                     | 
|Director          |  |      | 2012 |  |                            | $ | 99,570  |                     | 
|                  |  |      |      |  |                            |   |         |                     | 
|Renato Dela Rama, |  |      | 2010 |  |                            | $ | 0       |                     | 
|Chief Financial   |  |      | 2011 |  |                            | $ | 0       |                     | 
|Officer           |  |      | 2012 |  |                            | $ | 0       |                     | 



OPTIONS/SAR GRANTS IN THE LAST FISCAL
YEAR



On September 8, 2009, the Company entered
into a letter agreement with Arun Govil, the Chairman, and at that time, its 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 "Note"). 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 our common stock. Pursuant to the letter agreement, in return for cancelling the
Note, the Company issued Arun Govil 2,500,000 shares of our common stock and 1,000,000 shares of our Series A Preferred Stock.
Pursuant to the Certificate of Designation of the Preferred Stock, each issued and outstanding Preferred Stock shall be 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 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. In consideration of the issuance of the Common Stock and Preferred
Stock described above, Mr. Govil agreed to forfeit 27,500,000 shares of our common stock issuable as per the original terms of
the Note.



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



None.



24







| | 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 December 7, 2012 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.
| | - | --------------------------------------------------------



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 December 7, 2012, 40,599,129 shares
of common stock are issued and outstanding.



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 December 7, 2012 are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage
ownership of any other person.



|Title of Class  |  | Name and Address of
Owner                                   |  | Title                   |  | Amount Owned |            |        | Percentage of Issued
    Common Stock (1) | 
|--------------- |  | ----------------------------------------------------------- |  | ----------------------- |  | ------------ | ---------- | ------ | ----------------------------------------- | 
|Common Stock    |  | Arun Govil                                                  |  | Chairman of the Board   |  |              | 25,430,000 | (2)(3) |                                           | 
|                |  | 19 Engineers Lane Farmingdale, New York 11735               |  |                         |  |              |            |        |                                           | 
|Preferred Stock |  | Arun Govil                                                  |  | Chairman of the Board   |  |              | 1,000,000  | (2)    |                                           | 
|                |  | 19 Engineers Lane Farmingdale, New York 11735               |  |                         |  |              |            |        |                                           | 
|Common Stock    |  | Saagar Govil                                                |  | Chief Executive Officer |  |              | 3,000,000  |        |                                           | 
|                |  | 19 Engineers Lane Farmingdale, New York 11735               |  | & President & Director  |  |              |            |        |                                           | 
|Common Stock    |  | Ravi Narayan                                                |  | Vice President and      |  |              | 800,000    |        |                                           | 
|                |  | 19 Engineers Lane Farmingdale, New York 11735               |  | Director                |  |              |            |        |                                           | 
|Common Stock    |  | Renato Dela Rama                                            |  | Chief Financial Officer |  |              | 400,000    |        |                                           | 
|                |  | 19 Engineers Lane Farmingdale, New York 11735               |  | and Director            |  |              |            |        |                                           | 
|Common Stock    |  | All directors and executive officers as a group (4 persons) |  |                         |  |              | 29,630,000 |        |                                           | 



| | (1) | Except as otherwise noted herein, the percentage is determined on the basis of 40,599,129 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.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25







| | (2) | The Series A Preferred Stock issued by the Company to Arun Govil the Company's Chairman and former
CEO, President and Treasurer in conjunction with the settlement of the debenture issued as consideration for the purchase of Griffin
Filters, Inc. Pursuant to the Certificate of Designation of the Preferred Stock, each issued and outstanding Preferred Stock shall
be 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 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 represent
100% of the total Series A Preferred Stock issued and outstanding.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Includes the shares owned by Ducon Technologies Inc. is owned by Arun Govil the Chairman of the
Company.
| | --- | --------------------------------------------------------------------------------------------------------



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



On September 8, 2009, the Company entered
into a letter agreement with Arun Govil, the Chairman and former 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 " Note ") in connection with the purchase of Griffin Filters LLC ( "Griffin"). 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 our
common stock. Pursuant to the letter agreement, in return for cancelling the Note, the Company issued Arun Govil 2,500,000 shares
of our common stock and 1,000,000 shares of our Series A Preferred Stock. Pursuant to the Certificate of Designation of the Preferred
Stock, each issued and outstanding Preferred Stock shall be 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 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. In consideration of the issuance of the Common Stock and Preferred Stock described above, Mr. Govil agreed to forfeit
27,500,000 shares of our common stock issuable as per the original terms of the Note.



On April 30, 2007, the Company issued a
$1,300,000 Convertible Debenture to Arun Govil the Company's Chairman, and at that time, its CEO, President and Treasurer in conjunction
with the purchase of Griffin Filters, Inc. or LLC pursuant to the Agreement and Assignment of Membership Interests between Arun
Govil and Cemtrex, Inc. The debenture carried an 8% annual interest rate with interest payable semiannually in arrears on the first
business day of January and July each year. The debenture principle was due and payable on April 30, 2011.



The debenture had the right of conversion into 30,000,000 non-assessable
shares of common stock of the Company at $0.001 (par value) per share. Conversion is not exercisable prior to December 31, 2007.
Commencing December 31, 2007 and continuing to April 30, 2011, the Debenture Holder had the right of conversion subject to the
terms and conditions of the debenture. In the event the face amount of the debenture was not fully converted on or before April
30, 2011, the conversion rights will lapse.



26







Ducon Technologies, Inc. is owned by Arun
Govil, the Chairman of the Company.



The Company leases its principal office
at Farmingdale, New York, 4,000 square feet of office and warehouse/shop space in a single story commercial structure on a month
to month lease from Ducon Technologies Inc. an entity controlled by Arun Govil, our Chairman of the Board, at a monthly rental
of $2,157.00.



Renato Dela Rama the Chief Financial Officer
of the Company is also an accountant with Ducon Technologies Inc.



Saagar Govil, Chief Executive Officer &
President, is the son of Arun Govil the Chairman of the Company.



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



The Company's Board of Directors does not
have an Audit Committee.



The following table sets forth the aggregate
fees billed to us for the years ended September 30, 2012 and September 30, 2011 by Gruber & Company, LLP, our independent auditors
for the fiscal years ended September 30, 2012 and 2011:



|                   |  | 2011 |        |  | 2012 |  
|------------------ |  | ---- | ------ |  | ---- | -
|Audit Fees         |  | $    | 30,000 |  |      | $
|Audit-Related Fees |  |      | 1,500  |  |      |  
|Tax Fees           |  |      |        |  |      |  
|Other Fees         |  |      |        |  |      |  
|Totals             |  | $    | 31,500 |  |      | $



Audit fees represent amounts billed for
professional services rendered for the audit of our annual financial statements. Audit-Related Fees include amounts billed for
professional services rendered in connection with our SEC filings and discussions with the SEC that occurred during fiscal 2012
for us to become a fully reporting public company. Our Board of Directors is of the opinion that the Audit-Related Fees charged
by Gruber & Company, LLC, LLP were consistent with Gruber & Company, LLC maintaining its independence from us.



The Board of Directors has considered whether
provision of the non-audit services described above is compatible with maintaining the independent accountant's independence and
has determined that such services did not adversely affect Gruber & Company, LLC independence.



27







PART IV



| | ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| | -------- | ------------------------------------------



| | (a) | Financial Statements
| | --- | --------------------



Report of Independent Registered Public Accounting Firm

Audited Consolidated Balance Sheets as of September 30, 2011
and September 30, 2010

Audited Consolidated Statements of Operations for the Year Ended
September 30, 2011 and 2010

Audited Consolidated Statements of Stockholders' Equity (Deficit)
for the Years Ended September 30, 2011, and 2010

Audited Consolidated Statements of Cash Flows for the Year
Ended September 30, 2011 and 2010

Notes to Audited Consolidated Financial Statements



| | (b) | Exhibit Index
| | --- | -------------



|Exhibit Number |  | Description of Exhibit                                                                                                                                             
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | 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***                                                               
|101.INS#       |  | XBRL Instance Document                                                                                                                                             
|101.SCH#       |  | XBRL Taxonomy Extension Schema Document                                                                                                                            
|101.CAL#       |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                              
|101.LAB#       |  | XBRL Taxonomy Extension Labels Linkbase Document                                                                                                                   
|101.PRE#       |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                             

* 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

# In accordance with Rule 406T of Regulation S-T, the XBRL related
information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be part of any
registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except
as shall be expressly set forth by specific reference in such filing.



28









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 3, 2013 |              
|                       |              
|                       |              
|Dated: January 3, 2013 |              
|                       |              
|                       |              
|                       |              
|                       |              
|Dated: January 3, 2013 |              
|                       |              
|                       |              
|                       |              
|Dated: January 3, 2013 |              
|                       |              
|                       |              
|                       |              



29









REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



THE BOARD OF CEMTREX, INC.



We have audited the accompanying consolidated
balance sheet of Cemtrex, Inc. and Subsidiary as of September 30, 2012 and 2011, 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, 2012 and 2011, 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

Gruber & Company, LLC

Saint Louis, Missouri

December 4, 2012







F-1







Cemtrex, Inc. and Subsidiary

Consolidated Balance Sheets



|                                                                                                                         |  | Years Ended   |          
|------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ---------
|                                                                                                                         |  | September 30, |          
|                                                                                                                         |  | 2012          |          
|Assets                                                                                                                   |  |               |          
|                                                                                                                         |  |               |          
|Current Assets                                                                                                           |  |               |          
|Cash and equivalents                                                                                                     |  | $             | 333,045  
|Accounts receivable, net of allowance of $40,000 and $100,000 respectively                                               |  |               | 293,155  
|Due from related parties                                                                                                 |  |               | 354,786  
|Inventory                                                                                                                |  |               | 250,844  
|Prepaid expenses and other current assets                                                                                |  |               | 393,808  
|Total current assets                                                                                                     |  |               | 1,625,638
|                                                                                                                         |  |               |          
|Investments                                                                                                              |  |               | 80,000   
|Property and equipment                                                                                                   |  |               | 20,466   
|Other                                                                                                                    |  |               | 6,270    
|                                                                                                                         |  |               |          
|Total assets                                                                                                             |  |               | 1,732,374
|                                                                                                                         |  |               |          
|Liabilities and Stockholder's Equity                                                                                     |  |               |          
|                                                                                                                         |  |               |          
|Current liabilities                                                                                                      |  |               |          
|Accounts payable                                                                                                         |  |               | 320,709  
|Customer deposits                                                                                                        |  |               | -        
|Accrued expenses                                                                                                         |  |               | 38,522   
|Total current liabilities                                                                                                |  |               | 359,231  
|                                                                                                                         |  |               |          
|Non-current liabilities                                                                                                  |  |               |          
|Notes payable - Officer                                                                                                  |  |               | 476,458  
|                                                                                                                         |  |               |          
|Total liabilities                                                                                                        |  |               | 835,689  
|                                                                                                                         |  |               |          
|Commitments and contingencies                                                                                            |  |               |          
|                                                                                                                         |  |               |          
|Stockholders' equity                                                                                                     |  |               |          
|                                                                                                                         |  |               |          
|Preferred Stock Series A, $.001 par value, 10,000,000 shares authorized, 1,000,000 shares issued and outstanding         |  |               | 1,000    
|Common Stock, $.001 par value, 60,000,000 shares
    authorized, 40,599,129 and 39,823,129 shares issued and outstanding |  |               | 40,599   
|Additional paid-in capital                                                                                               |  |               | 165,730  
|Retained earnings (accumulated deficit)                                                                                  |  |               | 689,356  
|                                                                                                                         |  |               |          
|Total stockholders' equity                                                                                               |  |               | 896,685  
|                                                                                                                         |  |               |          
|Total liabilities and stockholders' equity                                                                               |  | $             | 1,732,374



The accompanying notes are an integral part
of these financial statements



F-2







Cemtrex, Inc. and Subsidiaries

Consolidated Statement of Operations



|                                    |  | For the Years Ended |           
|----------------------------------- |  | ------------------- | ----------
|                                    |  | September 30,       |           
|                                    |  | 2012                |           
|                                    |  |                     |           
|Revenue                             |  | $                   | 12,162,046
|                                    |  |                     |           
|Cost of goods sold                  |  |                     | 10,731,918
|                                    |  |                     |           
|Gross profit                        |  |                     | 1,430,128 
|                                    |  |                     |           
|Operating expenses                  |  |                     |           
|General and administrative          |  |                     | 683,372   
|Total operating expenses            |  |                     |           
|                                    |  |                     |           
|Operating income                    |  |                     | 746,756   
|                                    |  |                     |           
|Other expense                       |  |                     |           
|Interest expense                    |  |                     | 42,075    
|                                    |  |                     |           
|Income before income taxes          |  |                     | 704,681   
|                                    |  |                     |           
|Provision for income taxes          |  |                     | 2,482     
|                                    |  |                     |           
|Net income                          |  | $                   | 702,199   
|                                    |  |                     |           
|Income per share basic and diluted  |  | $                   | 0.02      
|                                    |  |                     |           
|Weighted average number of shares - |  |                     |           
|Basic and diluted                   |  |                     | 39,997,463



The accompanying notes are an integral part
of these financial statements



F-3







Cemtrex, Inc. and Subsidiaries

Consolidated Statements of Cash Flows



|                                                                              |  | For the Years Ended |           
|----------------------------------------------------------------------------- |  | ------------------- | ----------
|                                                                              |  | September 30,       |           
|                                                                              |  | 2012                |           
|                                                                              |  |                     |           
|Cash flows from operating activities                                          |  |                     |           
|                                                                              |  |                     |           
|Net income                                                                    |  | $                   | 702,198   
|Adjustments to reconcile net income to net cash used in operating activities: |  |                     |           
|Depreciation                                                                  |  |                     | 18,865    
|Bad debt expense                                                              |  |                     | 17,000    
|Accounts receivable                                                           |  |                     | (48,606   
|Inventory                                                                     |  |                     | 67,053    
|Prepaid expenses and other assets                                             |  |                     | (130,634  
|Due from related party                                                        |  |                     | 772,789   
|Accounts payable                                                              |  |                     | (329,692  
|Customer deposits                                                             |  |                     | (15,600   
|Accrued expenses                                                              |  |                     | (109,932  
|                                                                              |  |                     |           
|Net cash provided by (used in) operating activities                           |  |                     | 943,441   
|                                                                              |  |                     |           
|Cash flows from investing activities                                          |  |                     |           
|Purchase of investments                                                       |  |                     | (80,000   
|Increase in other assets                                                      |  |                     | (2,045    
|                                                                              |  |                     |           
|Net cash provided by (used in) investing activities                           |  |                     | (82,045   
|                                                                              |  |                     |           
|Cash flows from financing activities                                          |  |                     |           
|Repayment of bank loan                                                        |  |                     |           
|Net loans from shareholders                                                   |  |                     | (1,043,720
|Repayment of convertible debenture                                            |  |                     |           
|Proceeds from sale of common stock                                            |  |                     | 100,000   
|                                                                              |  |                     |           
|Net cash provided by (used  in) financing activities                          |  |                     | (943,720  
|                                                                              |  |                     |           
|Net increase (decrease) in cash                                               |  |                     | (82,324   
|                                                                              |  |                     |           
|Cash beginning of period                                                      |  |                     | 415,369   
|                                                                              |  |                     |           
|Cash end of period                                                            |  | $                   | 333,045   
|                                                                              |  |                     |           
|Supplemental disclosure of cash flow information                              |  |                     |           
|Cash paid during the period for interest                                      |  | $                   | -         
|Cash paid during the period for income taxes                                  |  |                     | 7,039     



The accompanying notes are an integral part
of these financial statements



F-4







Cemtrex, Inc. and Subsidiaries

Consolidated Statements of Stockholders'
Equity (Deficit)



|                              |  | Preferred Stock Series A |           |  | Common Stock    |  |       | Additional |  |  | Retained        |  |  | Total   |       
|----------------------------- |  | ------------------------ | --------- |  | --------------- |  | ----- | ---------- |  |  | --------------- |  |  | ------- | ------
|                              |  | Number of                |           |  | Par Value       |  |       | Number of  |  |  | Par Value       |  |  | Paid-In |       
|                              |  | Shares                   |           |  | ($0.001) Amount |  |       | Shares     |  |  | ($0.001) Amount |  |  | Capital |       
|                              |  |                          |           |  |                 |  |       |            |  |  |                 |  |  |         |       
|Balance at September 30, 2010 |  |                          | 1,000,000 |  |                 |  | 1,000 |            |  |  | 39,823,129      |  |  |         | 39,823
|                              |  |                          |           |  |                 |  |       |            |  |  |                 |  |  |         |       
|Net income for the year       |  |                          | -         |  |                 |  | -     |            |  |  | -               |  |  |         | -     
|                              |  |                          |           |  |                 |  |       |            |  |  |                 |  |  |         |       
|Balance at September 30, 2011 |  |                          | 1,000,000 |  |                 |  | 1,000 |            |  |  | 39,823,129      |  |  |         | 39,823
|                              |  |                          |           |  |                 |  |       |            |  |  |                 |  |  |         |       
|Sale of common stock          |  |                          | -         |  |                 |  | -     |            |  |  | 776,000         |  |  |         | 776   
|                              |  |                          |           |  |                 |  |       |            |  |  |                 |  |  |         |       
|Net income for the year       |  |                          | -         |  |                 |  | -     |            |  |  | -               |  |  |         | -     
|                              |  |                          |           |  |                 |  |       |            |  |  |                 |  |  |         |       
|Balance at September 30, 2012 |  |                          | 1,000,000 |  |                 |  | 1,000 |            |  |  | 40,599,129      |  |  |         | 40,599



The accompanying notes are an integral part of these financial
statements



F-5













CEMTREX, INC. AND SUBSIDIARY

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 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 and 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



This summary of significant accounting policies of Cemtrex Inc.
(the Company) is presented to assist in understanding the Company’s financial statements. The financial statements and notes
are representations of the Company’s management, who is responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial
statements.



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.



F-6







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.



Concentration of Credit Risk



Financial instruments, which potentially subject the Company
to concentrations of credit risk, consist of cash and accounts receivable. The Company places its cash with high quality financial
institutions and at times may exceed the FDIC $250,000 insurance limit. The Company extends credit based on an evaluation of the
customer’s financial condition, generally without collateral. Exposure to losses on receivables is principally dependent
on each customer’s financial condition. The Company monitors its exposure for credit losses and maintains allowance for anticipated
losses as required.



Use of Estimates



The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect
that reported amounts of revenues and expenses during the reporting period. Actual events and results could differ from those assumptions
and estimates.



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. A
valuation allowance is provided for obsolete and slow-moving inventory to write cost down to market if necessary. As of September
30, 2012 and 2011 the Company determined that valuation allowances of $40,000 and $-0- wererequired.



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, 2012
and 2011, the Company recorded $0 impairment loss on long-lived assets.



F-7







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



The Company’s revenues are generated principally from
the sale of its products. Revenue from the sale of products is recognized at the time title, risks and rewards of ownership pass.
This is generally when the products reach the free-on-board shipping point, the sales price is fixed and determinable and collection
is reasonably assured.

When a sales contract qualifies for percentage of completion
accounting, the revenue is recognized using the percentage-of-completion method, measured by the percentage of costs incurred to
date compared to estimated total costs for each contract. Provisions for estimated losses on contracts in progress are made in
the period in which such losses are determined.



Cost of sales



The Company includes all costs directly related to the production
of goods for sale in cost of goods sold. The Company classifies direct material, direct labor, production related overheads, freight
and distribution costs, and the depreciation and amortization of assets directly used in the production of goods for sale as cost
of sales in the statement of operations.



Selling, general and administrative expenses



The Company includes all costs not directly related to the production
of goods for sale in selling, general and administrative expenses. These costs include mainly administrative and selling labor,
related support materials and the depreciation and amortization of assets used in the administrative and selling functions.



Shipping and Handling Costs



Freight billed to customers is considered sales revenue and
the related freight cost as a cost of sales.



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, 2012 and
2011, the Company has reserved $40,000 and $100,000 respectively for doubtful accounts.



Advertising



The Company expenses advertising costs as incurred. The Company
incurred $7,945 and $3,753 in advertising costs for the years ended September 30, 2012 and 2011, respectively.



F-8









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.



The provision for income taxes is as follows:

|                                 |  | 2012 |         |   | 2011 |  
|-------------------------------- |  | ---- | ------- | - | ---- | -
|Current taxes payable:           |  |      |         |   |      |  
|Federal                          |  | $    | 2,482   |   |      | $
|State                            |  |      | —       |   |      |  
|Foreign                          |  |      | —       |   |      |  
|                                 |  |      | 2,482   |   |      |  
|                                 |  |      |         |   |      |  
|Deferred tax asset:              |  |      | (42,500 | ) |      |  
|Deferred tax valuation allowance |  |      | 42,500  |   |      |  
|                                 |  |      | —       |   |      |  
|Total                            |  | $    | 2,482   |   |      | $



Reconciliation of the federal statutory income tax rate to the
effective income tax rate is as follows:



|                                              |  | 2012 |       |   | 2011 | 
|--------------------------------------------- |  | ---- | ----- | - | ---- | 
|U.S. statutory rate                           |  |      | 34.0  | % |      | 
|State income taxes (net of federal benefit)   |  |      | 7.0   |   |      | 
|Taxes on foreign income in excess of U.S. tax |  |      | —     |   |      | 
|Benefit of net operating loss carryforward    |  |      | (41.0 | ) |      | 
|Effective rate                                |  |      | —     | % |      | 



At September 30, 2012 the Company has a net operating loss carryover
of approximately $115,000 which can be carried forward to offset taxable income. Unless used the net operating loss carryforward
will expire in 2029.



Fair Value of Financial Instruments



ASC Topic 820, “Fair Value Measurements and Disclosures,”
requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,”
defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure
requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current
liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period
of time between the origination of such instruments and their expected realization and their current market rate of interest.



F-9









The three levels of valuation hierarchy are defined as follows:



● Level 1 inputs to the valuation methodology are quoted
prices for identical assets or liabilities in active markets.



● Level 2 inputs to the valuation methodology include
quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability,
either directly or indirectly, for substantially the full term of the financial instrument.



● Level 3 inputs to the valuation methodology are unobservable
and significant to the fair value measurement.



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, 2012 and 2011, the Company
incurred $-0- and $-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).



Recently Issued Accounting Pronouncements



In September 2011 and July 2012, the FASB issued amendments
to the Intangibles-Goodwill and Other topic of the ASC. Prior to these amendments the company performs a two-step test as outlined
by the ASC. Step one of the two-step goodwill and indefinite-lived intangible asset impairment tests is performed by calculating
the fair value of the reporting unit or indefinite-lived intangible asset and comparing the fair value with the carrying amount.
If the carrying amount of a reporting unit or indefinite-lived intangible asset exceeds its fair value, then the company is required
to perform the second step of the impairment test to measure the amount of the impairment loss, if any. Under the amendments, an
entity has the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step
test. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of
a reporting unit or indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required.
Otherwise, no further testing is required. An entity can choose to perform the qualitative assessment on none, some or all of its
reporting units and indefinite-lived intangible assets. Moreover, an entity can bypass the qualitative assessment for any reporting
unit or indefinite-lived intangible asset in any period and proceed directly to step one of the impairment test, and then resume
performing the qualitative assessment in any subsequent period. The amendment is effective for annual and interim goodwill impairment
tests performed for fiscal years beginning after Dec. 15, 2011. The company does not anticipate the adoption of this pronouncement
will have any effect on the consolidated financial statements.



F-10









In June 2011, the FASB issued an amendment to the Comprehensive
Income topic of the ASC. This amendment eliminates the option to present the components of other comprehensive income as part of
the statement of changes in shareowners’ equity and requires entities to present the components of comprehensive income either
in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB
issued an amendment to the Comprehensive Income topic of the ASC. This amendment deferred the requirement to present on the face
of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net
income while the FASB deliberates this aspect of the proposal. The amendments do not change the items that must be reported in
other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments also
do not affect how earnings per share is calculated or presented. The guidance, as amended, is effective for interim and annual
periods beginning after Dec. 15, 2011, with early adoption permitted. The company does not anticipate the adoption of this pronouncement
will have any effect on the consolidated financial statements.



In May 2011, the FASB issued an amendment to the Fair Value
Measurement topic of the ASC that includes some enhanced disclosure requirements. The most significant change in disclosures is
an expansion of the information required for Level 3 measurements based on unobservable inputs. The amendment is effective for
interim and annual periods beginning after Dec. 15, 2011. The company does not anticipate the adoption of this pronouncement will
have any effect on the consolidated financial statements.



In September 2011 the Accounting Standards Update No. 2011-08,
Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for impairment. This ASU's objective is to simplify the process
of performing impairment testing for Goodwill. With this update a company is allowed to asses qualitative factors, first, to determine
if it is more likely than not (greater than 50%) that the FV is less than the carrying amount. This would be done, prior to performing
the two-step goodwill impairment testing, as prescribed by Topic 350. Prior to this ASU, all entities were required to test, annually,
their good will for impairment by Step 1 - comparing the FV to the carrying amount, and if impaired, then step 2 - calculate and
recognize the impairment. Therefore, the fair value measurement is not required, until the "more likely than not" reasonableness
test is concluded. Effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December
15, 2011.The company does not anticipate the adoption of this pronouncement will have any effect on the consolidated financial
statements.



In May 2011, FASB issued Accounting Standards Update No. 2011-04,
Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP
and IFRSs. This ASU clarifies the board's intent of current guidance, modifies and changes certain guidance and principles, and
adds additional disclosure requirements concerning the 3 levels of fair value measurements. Specific amendments are applied to
FASB ASC 820-10-35, Subsequent Measurement and FASB ASC 820-10-50, Disclosures. This ASU is effective for interim and annual periods
beginning after December 15, 2011.The company does not anticipate the adoption of this pronouncement will have any effect on the
consolidated financial statements.



In June 2011, FASB issued Accounting Standards Update No. 2011-05,
Comprehensive Income (Topic 220): Presentation of Comprehensive Income. - ASU 2011-05. Current US GAAP allows companies to present
the components of comprehensive income as a part of the statement of changes in stockholders' equity. This ASU eliminates that
option. in this Update, an entity has the option to present the total of comprehensive income, the components of net income, and
the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate
but consecutive statements. In both choices, an entity is required to present each component of net income along with total net
income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for
comprehensive income This ASU is effective interim and annual periods beginning after December 15, 2011. This ASU should be applied
retrospectively. There are no specific transition disclosures



The Company has implemented all new accounting pronouncements
that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might
have a material impact on its financial position or results of operations.



F-11







Note 3 - Property and Equipment



At September 30, 2012 and September 30, 2011, property and equipment
are comprised of the following:



|                               |  | September 30, |         
|------------------------------ |  | ------------- | --------
|                               |  | 2012          |         
|                               |  |               |         
|Furniture and Office Equipment |  | $             | 83,687  
|Computer Software              |  |               | 4,631   
|Machinery and Equipment        |  |               | 78,392  
|                               |  |               |         
|Less: Accumulated Depreciation |  |               | (146,244
|                               |  |               |         
|Net Property and Equipment     |  | $             | 20,466  



Depreciation for the twelve months ended September 30, 2012
and 2011 was $18,865 and $22,942, respectively.



Note 4 – Prepaid Expenses and Other Current Assets



At September 30, 2012 and September 30, 2011, prepaid expenses
and other current assets are comprised of the following:



|                      |  | September 30, |        
|--------------------- |  | ------------- | -------
|                      |  | 2012          |        
|                      |  |               |        
|Deposits on inventory |  | $             | 393,808



Note 5 – Note Payable – Officer



Notes Payable to ArunGovil, the Company’s former Chief
Executive Officer total $476,458 and accrues interest at 5% per annum. The note payable is unsecured and has no due date.



Note 6 – Convertible Debenture



On September 8th, 2009, Cemtrex, Inc. entered into a letter
agreement with Arun Govil, the former, Chief Executive Officer 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.



F-12







Note 7 – Bank Line of Credit



On Feb 1, 2010, Cemtrex entered into a $250,000 Commercial line
of Credit with JP Morgan Chase Bank. The note carries a variable interest rate at 3.75% over the LIBOR rate, with an interest rate
of 4.00625% at September 30, 2010. Accrued interest and fees are payable monthly, with the entire principle balance due at maturity
on February 1, 2011. At September 30, 2012 and 2011 the balance due on the line of credit was $-0-.



Note 8 – Convertible Note, net of Discount and Derivative
Liability



On Feb 12, 2010, Cemtrex issued a $50,000 convertible debenture
to an unrelated third party, Asher Enterprises Inc., that bears interest at 8% per year and matures on December 12, 2010 at which
time it is convertible into Cemtrex common shares at a conversion price equaling 65% of the average trading price during the past
ten days from the maturity date. The Company repaid the note during the first quarter ended December 31, 2010.

Per EITF 00-19, paragraph 4, this convertible note does not
meet the definition of a “conventional convertible debt instrument” since the debt is not convertible into a fixed
number of shares. The debt can be converted into common stock at a conversion price that is a percentage of the market price; therefore,
the number of shares that could be required to be delivered upon “net-share settlement” is essentially indeterminate.
Therefore, the convertible debenture is considered “non-conventional,” which means that the conversion feature must
be bifurcated from the debt and shown as a separate derivative liability. The Company recognized a derivative liability of $32,655
on February 12, 2010, with an offset to debt discount in the same amount.



Note 9– 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, 2011 and September 30, 2010, there were 1,000,000 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 former Chief Executive Officer 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, 2012 and 2011, there were 40,599,129 and 39,823,129 shares issued and outstanding,
respectively.

On September 8th , 2009, the Company issued 2,500,000 common
shares to Arun Govil, the former Chief Executive Officer 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.



During the fourth quarter, 2012 the Company issued 776,000 shares
of common stock for proceeds of $100,000.



F-13







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. At September 30, 2012 , with the same lease contract but less area of footage, the new monthly
rent is now $2,200.00.



Legal Proceedings



The Company is not currently involved in any lawsuits or litigation.



Note 11– Concentrations and Related Party Transactions



The Company has operations in the United States and India. Sales
in the United States totaled $4,901,621 and $2,781,143 for the years ended September 30, 2012 and 2011. Sales in India totaled
$7,260,425 and $10,951,010 for the years ended September 30, 2012 and 2011.



The Company’s net assets in India totaled
$-0- and 3,877 at September 30, 2012 and 2011.



The Company had sales to Ducon Technologies, Inc., a related
party, totaling $7,260,425 and $8,920,875 for the years ended September 30, 2012 and 2011. The accounts receivable from Ducon Technologies,
Inc. totaled $340,000 and $1,127,575 at September 30, 2012 and 2011.



The Company has prepaid Ducon Technologies,
Inc. a related party in the amount of $393,808 and $263,174 for supplies at September 30, 2012 and 2011.



The Company has made an investment in Pluto
Technologies, Inc. in the amount of $80,000 during August, 2012. Mr. Sagar Govil, the Chief Executive Officer of the Company is
also the Chief Executive Officer of Pluto Technologies, Inc.



F-14