UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Amendment No. 2

FORM 10-K/A

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



For the fiscal year ended September 30,
2013

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



19 Engineers Lane,
 Farmingdale, New York
11735

Address, including zip code, of principal
executive offices)

631-756-9116

(Registrant's telephone number, including
area code)



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



|Title of Each Class                      |  | Name of Each Exchange on Which Registered
|---------------------------------------- |  | -----------------------------------------
|Common Stock, $0.001 par value per share |  | OTCQB                                    



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 ̈Nox



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 ̈Nox



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



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. Yesx No ̈



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



|Large accelerated filer  ̈                     | Accelerated filer  ̈        
|--------------------------------------------- | ---------------------------
|Non-accelerated filer  ̈                       | Smaller reporting company x
|(Do not check if a smaller reporting company) |                            



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



As of December 11, 2013, the number of the registrant's common
stock held by non-affiliates of the registrant was 10,969,219 and the aggregate market value $3,290,766 based on the average bid
and asked price of $0.30 on December 11, 2013.



As
of March 31, 2014, the registrant had 40,599,129 shares of common stock outstanding.



Documents incorporated by reference: None.











|Index   |                                                                                                              |   
|------- | ------------------------------------------------------------------------------------------------------------ | --
|        | Part I                                                                                                       |   
|        | Cautionary Statement Regarding Forward-Looking Statements                                                    |   
|Item 1  | Business                                                                                                     | 1 
|Item 1A | Risk Factors                                                                                                 | 6 
|Item 2  | Properties                                                                                                   | 13
|Item 3  | Legal Proceedings                                                                                            | 13
|Item 4  | (RESERVED AND REMOVED)                                                                                       | 13
|        | Part II                                                                                                      |   
|Item 5  | Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | 13
|Item 6  | Selected Consolidated Financial Data                                                                         | 14
|Item 7  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        | 14
|Item 7A | Qualitative and Quantitative Disclosures about Market Risk                                                   | 18
|Item 8  | Financial Statements and Supplementary Data                                                                  | 18
|Item 9  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 18
|Item 9A | Controls and Procedures                                                                                      | 18
|Item 9B | Other Information                                                                                            | 19
|        | Part III                                                                                                     |   
|Item 10 | Directors, Executive Officers and Corporate Governance                                                       | 19
|Item 11 | Executive Compensation                                                                                       | 21
|Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 22
|Item 13 | Certain Relationships and Related Transactions, and Director Independence                                    | 24
|Item 14 | Principal Accounting Fees and Services                                                                       | 25
|        | Part IV                                                                                                      |   
|Item 15 | Exhibits and Financial Statements Schedules                                                                  | 26



i







EXPLANATORY
NOTE



Cemtrex,
Inc. (“Cemtrex” or the “Company”) is filing this Amendment No. 2 on Form 10-K/A (this “Amendment
No. 2”) to amend our Annual Report on Form 10-K for the year ended September 30, 2013, originally filed with the
Securities and Exchange Commission (the “SEC”) on January 16, 2014 (the “Original Filing”), to amend
the Management’s Report on Internal Controls over Financial Reporting.



In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment also includes currently dated certifications
from the Registrants’ Chief Executive Officer and Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley
Act of 2002.



This
Amendment speaks only to the original filing date of the Original Filing and, except for those items discussed in this Explanatory
Note, does not change any of the other disclosure contained in the Original Filing. This Amendment, together with the Original
Filing, constitutes the Registrants’ Annual Report on Form 10-K for the fiscal year ended September 30, 2013.



This
Amendment does not reflect events after the filing of the Original Filing or modify or update those disclosures affected by subsequent
events. Therefore, you should read this Amendment together with the other reports of the Registrants that update and supersede
the information contained in this Amendment



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 technology company that operates in a wide array of business segments and provides solutions to meet
today's industrial challenges. The Company provides electronic manufacturing services of printed circuit board assemblies, provides
instruments & emission monitors for industrial processes, and provides industrial air filtration & environmental control
systems.



The Company through its Monitoring Instruments and Products (MIP) division manufactures sells, and services instruments,
software and systems for monitoring emissions of Greenhouse gases, hazardous gases, particulate and other regulated pollutants
used in emissions trading globally. Cemtrex also markets technologies for generating carbon credits from low temperature catalytic
oxidation of methane ventilating from coal mines. Cemtrex also provides Green Direct Control Ventilation (DCV) systems for commercial
buildings to provide energy efficiency of up to 40% on existing and new installations. The Company sells air filtration and environmental
control products through its subsidiary Griffin Filters LLC. Cemtrex through its wholly owned subsidiary ROB Cemtrex GmbH provides
electronic manufacturing services, which includes printed circuit board assemblies and completely assembled electronic products.



1







The Company was incorporated on April
27, 1998, 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.



RECENT DEVELOPMENTS



On October 31, 2013, the Company completed
the acquisition of the privately held ROB Group, a leader in electronics manufacturing solutions located in Neulingen, Germany.
The ROB Group, founded in 1989, consists of 4 distinct operating companies, forming a complete electronics design, manufacturing,
assembly, and cabling solutions provider that serves the electronics and cabling needs of some of the largest companies in the
world in the Medical, Automation, Industrial, and Renewable Energy industries. ROB Group also has a manufacturing facility in Sibiu,
Romania. ROB Cemtrex GmbH now operates as a subsidiary of Cemtrex Inc.



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 several mobile
applications.



PRODUCTS



The Company offers a range of products,
systems and services incorporating diverse technologies, to address the needs of a wide variety of industries around the world.
Cemtrex, provides electronic manufacturing services of printed circuit board assemblies, provides instruments for industrial processes,
and provides industrial environmental control systems.



Cemtrex through its wholly owned subsidiary
ROB Cemtrex GmbH, provides electronic manufacturing services, which includes printed circuit board assemblies and completely assembled
electronic products. In connection with the production of assembled products, the Company also provides services to its customers,
including (i) automatic and manual assembly and testing of products; (ii) material sourcing and procurement; (iii) manufacturing
and test engineering support; and (iv) prototype design services. The Company has the ability to produce assemblies requiring mechanical
as well as electronic capabilities. The products produced by the Company are further incorporated into finished products sold in
various industries, particularly automotive, telecommunications, appliance, consumer electronics, industrial automation and medical
devices. ROB Cemtrex also manufactures custom designed cables, connectors, and wire harnesses for various industrial, medical and
automotive applications. ROB Cemtrex provides a broad range of electronic outsource manufacturing solutions to its customers.



Company through its Monitoring Instruments
and Products (MIP) division manufactures and sells advanced instruments for emissions monitoring, process analysis, and controls
for industrial applications and compliance with environmental regulations. MIP emission monitoring systems are installed at the
exhaust stacks of industrial facilities and are used to measure the outlet flue gas concentrations of a range of regulated pollutants.
Through use of the company's equipment and instrumentation, Cemtrex 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.



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.



2







Cemtrex’s MIP division also markets
a range of crude oil and natural gas analyzers. These products provide real time measurement of various properties specific to
the refining processes of oil and gas. Some of the properties include RON, salt and water content, pH, viscosity, and other critical
parameters that can be used to improve the blending and refining processes. The analyzers are sold by refineries and similar facilities
to optimize the yield of blended and refined product.



MIP's Laser Opacity monitor is used to
determine opacity or dust concentration in stack gases. Cemtrex also provides direct-extractive and dilution-extractive CEMS (continuous
emissions monitoring solutions) equipment and systems for use with utilities, industrial boilers, FGD systems, SCR-NOx control,
furnaces, gas turbines, process heaters, incinerators in industries such as: chemicals, pulp and paper, steel, power, coal and
petrochemical along with municipalities, state and federal governments.



Cemtrex also designs, manufactures and
sells an energy efficiency product line named Green DCV, which provides energy efficiency in HVAC systems for commercial buildings
and industrial installations. Cemtrex's proprietary Green-DCV system accurately monitors CO2 levels inside a building, and then
regulates the HVAC air-handling system to save energy and improve air quality. Cemtrex Green-DCV can provide significant energy
savings in buildings where occupancy fluctuates during a 24-hour period, such as: office buildings, government facilities, shopping
malls, movie theaters, restaurants & schools.



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; 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 and manufacture its equipment and products. The Company also utilizes 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.



3







PARTS, REPAIR AND REFURBISHMENT SERVICES



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



The Company's standard terms of sale disclaim
any liability for consequential or indirect losses or damages stemming from any failure of its 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 its products, systems and services. Additionally, the Company's management believes that the successful
delivery, installation and performance of the Company's 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.



The Company obtains virtually all its 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 Company’s products. Other companies offer products
that potential customers may consider to be acceptable alternatives to Company’s products and services. The Company faces
direct competition from companies with far greater financial, technological, manufacturing and personnel resources.



INTELLECTUAL PROPERTY



Over the years, the Company has developed proprietary
technologies that gives it 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 direct sales force, manufacturing representatives, distributors, commission sales
agents, magazine advertisements, internet advertising, trade shows, trade directories and catalogue listings to market its products
and services. The Company uses independent sales representatives in the United States backed by its sales 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 its 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.



4







The Company's sales representatives also
serve as ongoing liaison function between Company and its customers during the installation phase of the 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 the engineering personnel. Thereafter, the Company's sales and engineering personnel jointly prepare
a budget proposal, or a final bid. The period between initial customer contact and issuance of an order is generally between two
and twelve months.



CUSTOMERS



The Company's principal customers are engaged
in automotive, medical, industrial automation, refining, power, chemical, mining and metallurgical processing. Historically, most
of the 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 systems and
solutions. No one single customer accounts for a large percentage of its annual sales.



For the MIP business, 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. For ROB Cemtrex GmbH, the company is responsible for the production,
supply, and delivery of products to its customers. In order to satisfy customer orders, the Company must consistently meet production
deadlines and maintain a high standard of quality.



INSURANCE



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 has is adequate for its current
business needs.



EMPLOYEES



The Company employs approximately 220 people as of December 11, 2013, including 15 engaged in engineering, 162
in manufacturing and 43 in administrative and marketing functions.



5







GOVERNMENT REGULATION



The Company’s operations are subject
to certain foreign, federal, state and local regulatory requirements relating to, among others, environmental, waste management,
labor and health and safety matters. Management believes that the Company’s business is operated in material compliance with
all such regulations.



Management believes that the existence
of governmental regulations creates demand for Company's emission monitoring equipment and environmental control systems. 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 its environmental
control related products and systems. 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.



| | 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.



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 environmental control products 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.



The Company’s ability to secure and maintain sufficient
credit arrangements is key to its continued operations.



There is no assurance that the Company’s German Subsidiary will be able to retain or renew its credit
agreements and other finance agreements in the future. In the event the business grows rapidly, the uncertain economic climate
continues or the Company considers another acquisition, additional financing resources could be necessary in the current or future
fiscal years. There is no assurance that the Company will be able to obtain equity or debt financing at acceptable terms, or at
all in the future.



6







Adverse changes in the economy or political conditions could
negatively impact the Company’s business, results of operations and financial condition.



The Company’s sales and gross
margins depend significantly on market demand for its customers’ products. The uncertainty in the U.S. and international
economic and political environment could result in a decline in demand for our customers’ products in any industry. Further,
any adverse changes in tax rates and laws affecting our customers could result in decreasing gross margins. Any of these factors
could negatively impact the Company’s business, results of operations and financial condition.



Most of the ROB Cemtrex customers do not commit to long-term
production schedules, which makes it difficult to schedule production and achieve maximum efficiency at the Company’s manufacturing
facilities and to manage inventory levels.



The volume and timing of sales to the
Company’s customers may vary due to:



customers’ attempts to manage their inventory

variation in demand for the Company’s customers’
products
 design changes, or

acquisitions of or consolidation among customers



Many of ROB Cemtrex customers do not
commit to firm production schedules. The Company’s inability to forecast the level of customer orders with certainty can
make it difficult to schedule production and maximize utilization of manufacturing capacity and manage inventory levels. The Company
could be required to increase or decrease staffing and more closely manage other expenses in order to meet the anticipated demand
of its customers. Orders from the Company’s customers could be cancelled or delivery schedules could be deferred as a result
of changes in its customers’ demand, thereby adversely affecting the Company’s results of operations, and resulting
in higher inventory levels.



ROB Cemtrex’s customers have competitive challenges,
including rapid technological changes, pricing pressure and decreasing demand from their customers, which could adversely affect
their business and the Company’s.



Factors affecting the industries that
utilize our customers’ products could negatively impact our customers and the Company. These factors include:



increased competition among our customers
and their competitors



the inability of our customers to develop and market their products



recessionary periods in our customers’
markets



the potential that our customers’
products become obsolete



our customers’ inability to react
to rapidly changing technology



Any such factor or a combination of factors could negatively impact our customers’ need for or ability
to pay for our products, which could, in turn, affect the Company’s results of operations.



7







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, 2013, and we may not incur profit for the foreseeable future.



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 environmental control 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 environmental control products may become obsolete.



The future growth of our environmental
control 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
environmental control products 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.



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.



8







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.



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;



9







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.



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, 2014, 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 interests of our stockholders will be substantially diluted.



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



10







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



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.



11







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.
| | - | ------------------------------------------------------------------------------------------------------



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 70.0% of our outstanding
voting equity is beneficially held by combination of Arun Govil the Company's Chairman, and Saagar Govil the Company’s CEO,
as a result of this common stock ownership and the Series A preferred stock ownership by Mr. Arun Govil, the Company’s management
controls and will control in the future, 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.



12







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



The Company has the following properties
:



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 $4,000. 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’s subsidiary
ROB Cemtrex GmbH owns a 70,000 square feet office and manufacturing building in Neulingen, Germany. ROB Cemtrex also leases a 10,000
square feet manufacturing facility in Sibiu, Romania from a third party on a monthly rental of Euros 8000 per month. . The Company
believes that its current facilities are adequate for its needs through the foreseeable future, 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".



As of December 11, 2013, 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.



The Company is authorized to issue 60,000,000
shares of common stock, $0.001 par value per share. On December 11, 2013, 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 2011, 2012 and 2013
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.



13







Common Stock



|Year    |  | Period      |  | Stock Price |       
|------- |  | ----------- |  | ----------- | ------
|        |  |             |  | High        |       
|        |  | 4th Quarter |  | $           | 0.14  
|        |  | 3rd Quarter |  | $           | 0.16  
|        |  | 2nd Quarter |  | $           | 0.16  
|2013    |  | 1st Quarter |  | $           | 0.20  
|        |  | 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
|        |  |             |  |             |       
|Holders |  |             |  |             |       



As reported by the Over-the-Counter Bulletin
Board, on December 11_, 2013 the closing sales price of the Company's Common Stock was $0.30 per share.



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



| | 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 a technology company that
operates in a wide array of business segments and provides solutions to meet today's industrial challenges. The Company provides
electronic manufacturing services of printed circuit board assemblies, provides instruments & emission monitors for industrial
processes, and provides industrial air filtration & environmental control systems..



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.



14







FISCAL YEAR ENDED SEPTEMBER 30, 2013





|                                    |  | Year Ended September 30, |           
|----------------------------------- |  | ------------------------ | ----------
|                                    |  | 2013                     |           
|Revenues                            |  | $                        | 13,673,531
|                                    |  |                          |           
|Operating Expenses                  |  | $                        | 798,135   
|                                    |  |                          |           
|Net Income (Loss)                   |  | $                        | 288,497   
|                                    |  |                          |           
|Net Income (Loss) Per Common Share, |  | $                        | 0.01      
|Basic and Diluted                   |  | $                        | 0.01      
|Weighted Average Number of Shares   |  |                          | 40,599,129



|                                    |  | September 30, |          
|----------------------------------- |  | ------------- | ---------
|                                    |  | 2013          |          
|Current Assets                      |  | $             | 2,506,078
|                                    |  |               |          
|Total Assets                        |  | $             | 2,873,776
|                                    |  |               |          
|Total Liabilities                   |  | $             | 1,742,594
|                                    |  |               |          
|Total Stockholders' Equity(Deficit) |  | $             | 1,131,182



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.



15







15We 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 2013
increased by $1,511,485 or 12.43%, to $13,673,531, from $12,162,046 in 2012. Sales increased during the year of 2013 primarily
due to a higher amount of bookings and projects executed by the Company during the year and overall increase in market demand during
the year.



Gross Profit: Gross profits for
2013 decreased $231,146 or 16.79% to $1,144,982, which was 8.37% of net sales, from $1,376,128 in 2012, which was 11.31% of net
sales. The decrease in gross margin in 2013 was a direct results of the lower gross margin projects executed by the Company in
this fiscal year. In 2012, the higher gross margin was a result of the higher gross margin of projects executed during that year.
Market conditions dictate the gross margins of projects booked by the Company every year.



Operating Expenses: Operating expenses
for 2013 increased $114,763 or 16.79%, to $798,135 from $683,372 in 2012. Operating expenses as percentage of sales increased in
2013 to 5.83% from 5.61% in 2012. The percentage increase in operating expenses percentage was primarily due to higher sales in
2013 as compared to 2012. The 16.79% increase in operating expenses in 2013 was due to more selling and general expenses as a result
of greater activity in the market.



Net Income/Loss: The Company had
a net income of $288,497 as compared to net income of $648,199 in 2012 after provision of income tax of $ 12,500. The net income
in 2013 was a direct result of less profitable projects executed by the Company.



Provision for Income Taxes: The income tax provision for this year is $12,500 after Net operating loss
carry forward in 2013



16







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 $1,870,968
at September 30, 2013, compared to $1,212,407 at September 30, 2012 This included cash and cash equivalents of $66,963 and $333,045
at September 30,2013 and 2012 respectively.



Trade receivables increased by
$348,109 or 118.74% at September 30, 2013 to $641,264, from $293,155 as at September 30, 2012. The increase in accounts receivable
is attributable to the timing of the shipments and completion of the projects.



Inventories decreased $37,496 or
19.04% to $159,348 at September 30, 2013 from $ 196,844 as at September 30, 2012. The decrease in inventory was due to relatively
less purchase of inventory and more shipments of ongoing jobs and contracts.



Continuing operations used $622,958
of cash for the fiscal year ended September 30, 2013, compared to using $941,396 of cash for the fiscal year ended September 30,
2012. The increase in cash flows was primarily related to the decrease in inventory combined with increase in accounts receivable.
Investing activities for continuing operations used $0 of cash during 2013, compared to providing $0 during 2012. The Financing
activities in 2013 generated $356,876. We believe that our cash on hand, cash generated by operations, may be sufficient to meet
the capital demands of our current operations during 2014 fiscal year. Any major increases in sales, or big contract 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.



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:



17







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 LI & Company, PC, our independent registered public accountants, on accounting and financial disclosure
matters.



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





Report on Disclosure Controls
and Procedures



Disclosure
controls and procedures reporting as promulgated under the Exchange Act is defined as controls and procedures that are
designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange
Act are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Disclosure
controls and procedures include without limitation, controls and procedures designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our
management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), or
persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our CEO and our
CFO have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September
30, 2013 and have concluded that the Company’s disclosure controls and procedures were not effective as of September
30, 2013 due to the deficiencies described in Management’s Report on Internal Control over Financial Reporting below.
The Company has engaged additional accounting personnel, to strengthen its internal controls with regard to its closing
process, related disclosures, and the approval of certain transactions and will comply with Rule 8-04 of Regulation S-X, with
regards to the acquisition of The ROB Group, by October 31, 2014.



Management’s Report
on Internal Control over Financial Reporting



Management
is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as
defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.



Internal control involves
maintaining records that accurately represent our business transactions, providing reasonable assurance that receipts and expenditures
of company assets are made in accordance with management authorization, and providing reasonable assurance that unauthorized acquisition,
use or disposition of company assets that could have a material effect on our financial statements would be detected or prevented
on a timely basis.



18







Because
of its innate limitations, internal control over our financial statements is not intended to provide absolute guarantee that a
misstatement can be detected or prevented on the statements. Therefore, even those systems determined to be effective can provide
only reasonable assurance with respect to financial statement preparation and presentation. Also projections of any evaluation
of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in condition, or
that the degree of compliance with the policies or procedures may deteriorate.



Management conducted an
evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). A material weakness
is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or
detected on a timely basis.



Based on this evaluation
and those criteria, the Company’s CEO and CFO concluded that the Company’s internal control over financial reporting
was not effective as of September 30, 2013, due to the following deficiencies:



| | • | Management failed to include their report on internal controls and financial
reporting on its original report.
| | - | --------------------------------------------------------------------------------------------------------------

| | • | The Company has omitted the financial statements required by Rule 8-04 of
Regulation S-X with regards to the acquisition of The ROB Group.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



This report does not include
an attestation report of the Company’s Independent Registered Public Accounting Firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s Independent Registered Public Accounting
Firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only Management’s
report in this Annual Report.



| | 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.



|Name and Address            |  | Age |  | Positions and Offices                                   
|--------------------------- |  | --- |  | --------------------------------------------------------
|                            |  |     |  |                                                         
|Arun Govil                  |  | 57  |  | Chairman of the Board of Directors                      
|19 Engineers Lane           |  |     |  |                                                         
|Farmingdale, New York 11735 |  |     |  |                                                         
|                            |  |     |  |                                                         
|Saagar Govil                |  | 27  |  | President, Chief Executive Officer, Secretary & Director
|19 Engineers Lane           |  |     |  |                                                         
|Farmingdale, New York 11735 |  |     |  |                                                         
|                            |  |     |  |                                                         
|Renato Dela Rama            |  | 64  |  | Chief Financial Officer and Director                    
|19 Engineers Lane           |  |     |  |                                                         
|Farmingdale, New York 11735 |  |     |  |                                                         
|                            |  |     |  |                                                         
|Ravi Narayan                |  | 53  |  | Vice President  and Director                            
|19 Engineers Lane           |  |     |  |                                                         
|Farmingdale, New York 11735 |  |     |  |                                                         



19







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 energy & environmental 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 the Company's Chief Executive Officer and President since Dec. 2011. Earlier he was Vice President
of operations. Saagar Govil has a B.E. 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.



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.



20







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 11, 2013, two 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, 2011, 2012 and 2013 by our executive officers. Except as indicated
below, none of our executive officers were compensated in excess of $150.000



|PRINCIPAL AND            |  |      |      |  |        |  |         |       |  |  |       |  |  | SECURITIES UNDERLYING |  
|------------------------ |  | ---- | ---- |  | ------ |  | ------- | ----- |  |  | ----- |  |  | --------------------- | -
|POSITION                 |  | YEAR |      |  | SALARY |  |         | BONUS |  |  | OTHER |  |  | OPTIONS/SARS          |  
|Arun Govil               |  |      | 2011 |  |        |  | 100,000 |       |  |  | 0     |  |  |                       | 0
|Chairman                 |  |      | 2012 |  |        |  | 57,539  |       |  |  | 0     |  |  |                       | 0
|                         |  |      | 2013 |  |        |  | 0       |       |  |  | 0     |  |  |                       | 0
|                         |  |      |      |  |        |  |         |       |  |  |       |  |  |                       |  
|Saagar Govil             |  |      | 2011 |  |        |  | 100,000 |       |  |  | 0     |  |  |                       | 0
|Chief Executive          |  |      | 2012 |  |        |  | 100,000 |       |  |  | 0     |  |  |                       | 0
|Officer                  |  |      | 2013 |  |        |  | 150,000 |       |  |  |       |  |  |                       | 0
|President                |  |      |      |  |        |  |         |       |  |  |       |  |  |                       |  
|                         |  |      |      |  |        |  |         |       |  |  |       |  |  |                       |  
|Ravi Narayan             |  |      | 2911 |  |        |  | 99,570  |       |  |  | 0     |  |  |                       | 0
|Vice President, Director |  |      | 2012 |  |        |  | 99,570  |       |  |  | 0     |  |  |                       | 0
|                         |  |      | 2013 |  |        |  | 107,000 |       |  |  | 0     |  |  |                       | 0



21







OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR



None



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



None.



| | 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 10, 2013 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 11, 2013, 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 11, 2013 are deemed outstanding. Such shares, however,
are not deemed outstanding for the purpose of computing the percentage ownership of any other person.



22







|Title of Class  |  | Name and Address of 
Holder                                 |  | Title              |  | Amount Owned |            |     | Percentage of Issued Stock (1) | 
|--------------- |  | ----------------------------------------------------------- |  | ------------------ |  | ------------ | ---------- | --- | ------------------------------ | 
|Common Stock    |  | Arun Govil                                                  |  | Chairman of        |  |              | 20,430,000 | (2) |                                | 
|                |  | 19 Engineers lane Farmingdale, NY 11735                     |  | the Board          |  |              |            | (3) |                                | 
|                |  |                                                             |  |                    |  |              |            |     |                                | 
|Preferred Stock |  | Arun Govil                                                  |  | Chairman of        |  |              | 1,000,000  | (2) |                                | 
|                |  | 19 Engineers lane Farmingdale, NY 11735                     |  | the Board          |  |              |            |     |                                | 
|                |  |                                                             |  |                    |  |              |            |     |                                | 
|Common Stock    |  | Saagar Govil                                                |  | Chief Executive    |  |              | 8,000,000  |     |                                | 
|                |  | 19 Engineers lane Farmingdale, NY 11735                     |  | Officer            |  |              |            |     |                                | 
|                |  |                                                             |  |                    |  |              |            |     |                                | 
|Common Stock    |  | Ravi Narayan                                                |  | Vice President     |  |              | 800,000    |     |                                | 
|                |  | 19 Engineers lane Farmingdale, NY 11735                     |  | & Director         |  |              |            |     |                                | 
|                |  |                                                             |  |                    |  |              |            |     |                                | 
|Common Stock    |  | Renato Dela Rama                                            |  | Chief Financial    |  |              | 400,000    |     |                                | 
|                |  | 19 Engineers lane Farmingdale, NY 11735                     |  | Officer & Director |  |              |            |     |                                | 
|                |  |                                                             |  |                    |  |              |            |     |                                | 
|                |  | 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.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



23







| | (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.,
which is owned by Arun Govil the Chairman of the Company.
| | --- | ---------------------------------------------------------------------------------------------------------------



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



On October 31, 2013, the Company
completed the acquisition of the privately held ROB Group, a leader in electronics manufacturing solutions located in Neulingen,
Germany. The ROB Group, founded in 1989, consists of 4 distinct operating companies, forming a complete electronics design, manufacturing,
assembly, and cabling solutions provider that serves the electronics and cabling needs of some of the largest companies in the
world in the Medical, Automation, Industrial, and Renewable Energy industries. ROB Group also has a manufacturing facility in Sibiu,
Romania. ROB Cemtrex GmbH now operates as a subsidiary of Cemtrex Inc.



The
purchase price for ROB Group was Euro 4,200,000.00 (US$ 5,609,100 based upon exchange rate on October 31,2013) with additional
acquisition expenses of Euro 495,000 (US$ 661,073 based upon exchange rate on October 31,2013). The purchase was financed through
a Euro 2,010,868.00 ( US$ 2,685,514 based upon exchange rate on October 31,2013) long term loan from Ducon Technologies Inc.,
a company controlled by Arun Govil, Chairman of the Cemtrex and a Euro 3.0 million (US$4,006,500 based upon exchange rate on October
31,2013) loan from Sparkasse Bank of Germany at 4.95% per annum payable on October 30, 2021 and another Euro 1.0 million ( US$1,335,500
based upon exchange rate on October 31,2013) overdraft credit facility from Sparkasse Bank of Germany at interest rate of 4.0%
per annum payable on October 30, 2015. No new common stock or preferred shares were issued to anyone in this acquisition.



On April 30, 2007, the Company issued a $1,300,000 Convertible Debenture to Arun Govil the Company's CEO, President
and Treasurer at that time, in conjunction with the purchase of Griffin Filters, 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 was not exercisable prior to December 31, 2007. Commencing December 31, 2007 and continuing
to April 30, 2011. In the event the face amount of the debenture was not fully converted on or before April 30, 2011, the conversion
rights would lapse.



24







On
September 8, 2009, the Company entered into a letter agreement with Arun Govil, the current 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.



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



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, 2013 and September 30, 2012 by LI
and Company, PC our independent auditor for the fiscal years ended September 30, 2013 and 2012:



|                   |  | 2012 |        |  | 2013 |  
|------------------ |  | ---- | ------ |  | ---- | -
|Audit Fees         |  | $    | 22,000 |  |      | $
|Audit-Related Fees |  |      | 15,000 |  |      |  
|Tax Fees           |  |      |        |  |      |  
|Other Fees         |  |      |        |  |      |  
|Totals             |  | $    | 37,000 |  |      | $



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
2013 for us to become a fully reporting public company. Our Board of Directors is of the opinion that the Audit-Related Fees charged
by LI and Company, PC were consistent with LI and Company, PC 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 LI and
Company, PC independence.



25







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, 2013 and September 30, 2012                                | 
|Audited Consolidated Statements of Operations for the Year Ended September 30, 2013 and 2012                       | 
|Audited Consolidated Statements of Stockholders' Equity (Deficit) for the Years Ended September 30, 2013, and 2012 | 
|Audited Consolidated Statements of Cash Flows for the Year Ended September 30, 2013 and 2012                       | 
|Notes to Audited Consolidated Financial Statements                                                                 | 





26







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: September 26, 2014 | By | /s/ Saagar Govil                                                       
|------------------------- | -- | -----------------------------------------------------------------------
|                          |    | Saagar Govil,                                                          
|                          |    | Chief Executive Officer and President                                  
|                          |    | (Principal Executive Officer),
Secretary and Director                  
|                          |    |                                                                        
|Dated: September 26, 2014 | By | /s/ Renato Dela Rama                                                   
|                          |    | Renato Dela Rama, Chief
Financial Officer (Principal
Financial Officer)
|                          |    |                                                                        
|Dated: September 26, 2014 | By | /s/ Ravi Narayan                                                       
|                          |    | Ravi Narayan,                                                          
|                          |    | Vice President and Director                                            



27







Cemtrex,
Inc. September 30,



2013 and 2012



Index to the Consolidated Financial
Statements



|Contents                                                                                             |  | Page(s)
|---------------------------------------------------------------------------------------------------- |  | -------
|                                                                                                     |  |        
|Report of Independent Registered Public Accounting Firm                                              |  | F-2    
|                                                                                                     |  |        
|Consolidated Balance Sheets at September 30, 2013 and 2012                                           |  | F-3    
|                                                                                                     |  |        
|Consolidated Statements of Operations for the Fiscal Year Ended September 30, 2013 and 2012          |  | F- 4   
|                                                                                                     |  |        
|Consolidated Statement of Stockholders' Equity for the Fiscal Year Ended September 30, 2013 and 2012 |  | F- 5   
|                                                                                                     |  |        
|Consolidated Statement of Cash Flows for Fiscal Year Ended September 30, 2013 and 2012               |  | F-6    
|                                                                                                     |  |        
|Notes to the Consolidated Financial Statements                                                       |  | F-7    





F-1







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders
of

Cemtrex, Inc.



We have audited the consolidated
balance sheets of Cemtrex, Inc. (the “Company”) as of September 30, 2013 and 2012 and the related consolidated statements
of operations, stockholders’ equity (deficit) and cash flows for the fiscal years then ended. These consolidated financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.



We conducted our audits in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the 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 audits provide a reasonable
basis for our opinion.



In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company
as of September 30, 2013 and 2012 and the results of its operations and its cash flows for the fiscal years then ended in conformity
with accounting principles generally accepted in the United States of America.





|/s/Li and Company, PC | 
|--------------------- | 
|Li and Company, PC    | 
|                      | 
|Skillman, New Jersey  | 
|January 16, 2014      | 



F-2







Cemtrex, Inc. Consolidated
 Balance Sheets



|                                                                                                                 |  | September 30, 2013 |           |  | September 30, 2012 |  
|---------------------------------------------------------------------------------------------------------------- |  | ------------------ | --------- |  | ------------------ | -
|Assets                                                                                                           |  |                    |           |  |                    |  
|Current assets                                                                                                   |  |                    |           |  |                    |  
|Cash                                                                                                             |  | $                  | 66,963    |  |                    | $
|Accounts receivable, net of allowance for doubtful accounts of $40,000 and $40,000 respectively                  |  |                    | 641,264   |  |                    |  
|Accounts receivable - related party                                                                              |  |                    | 1,206,372 |  |                    |  
|Inventory, net                                                                                                   |  |                    | 159,348   |  |                    |  
|Prepaid expenses - related party                                                                                 |  |                    | 432,131   |  |                    |  
|Total current assets                                                                                             |  |                    | 2,506,078 |  |                    |  
|                                                                                                                 |  |                    |           |  |                    |  
|Property and equipment, net                                                                                      |  |                    | 9,323     |  |                    |  
|Other assets                                                                                                     |  |                    | 4,225     |  |                    |  
|Total assets                                                                                                     |  | $                  | 2,873,776 |  |                    | $
|                                                                                                                 |  |                    |           |  |                    |  
|Liabilities and Stockholder's Equity                                                                             |  |                    |           |  |                    |  
|Accounts payable                                                                                                 |  | $                  | 571,485   |  |                    | $
|Accrued expenses                                                                                                 |  |                    | 63,625    |  |                    |  
|Total current liabilities                                                                                        |  |                    | 635,110   |  |                    |  
|Long-term liabilities                                                                                            |  |                    |           |  |                    |  
|Notes payable - related party                                                                                    |  |                    | 1,107,484 |  |                    |  
|Total liabilities                                                                                                |  |                    | 1,742,594 |  |                    |  
|                                                                                                                 |  |                    |           |  |                    |  
|Commitments and contingencies                                                                                    |  |                    |           |  |                    |  
|Stockholder’s equity                                                                                             |  |                    |           |  |                    |  
|Preferred Stock Series A par value $0.001: 10,000,000 shares authorize;  1,000,000 shares issued and outstanding |  |                    | 1,000     |  |                    |  
|Common Stock par value $0.001: 60,000,000 shares authorized; 40,599,129 shares issued and outstanding            |  |                    | 40,599    |  |                    |  
|Additional paid-in capital                                                                                       |  |                    | 165,730   |  |                    |  
|Retained earnings                                                                                                |  |                    | 923,853   |  |                    |  
|Total stockholders' equity                                                                                       |  |                    | 1,131,182 |  |                    |  
|Total liabilities and stockholders' equity                                                                       |  | $                  | 2,873,776 |  |                    | $



See accompanying notes to the consolidated
financial statements



F-3







Cemtrex, Inc. Consolidated Statement

of Operations



|                                            |  | For the Fiscal Year Ended
|------------------------------------------- |  | -------------------------
|                                            |  | September 30, 2013       
|Revenue                                     |  |                          
|Revenue                                     |  | $                        
|Revenue - related party                     |  |                          
|                                            |  |                          
|Total Revenue                               |  |                          
|                                            |  |                          
|Cost of Goods Sold                          |  |                          
|Cost of goods sold                          |  |                          
|Cost of goods sold - related party          |  |                          
|                                            |  |                          
|Total Cost of goods sold                    |  |                          
|                                            |  |                          
|Gross profit                                |  |                          
|                                            |  |                          
|Operating Expenses                          |  |                          
|General and administrative                  |  |                          
|                                            |  |                          
|Total operating expenses                    |  |                          
|                                            |  |                          
|Income from operations                      |  |                          
|                                            |  |                          
|Other (income) expense                      |  |                          
|Interest expense                            |  |                          
|                                            |  |                          
|Other (income) expense, net                 |  |                          
|                                            |  |                          
|Income before income tax provision          |  |                          
|                                            |  |                          
|Income tax provision                        |  |                          
|                                            |  |                          
|Net income                                  |  | $                        
|                                            |  |                          
|Net income per common share:                |  |                          
|Diluted                                     |  | $                        
|                                            |  |                          
|Weighted average common shares outstanding: |  |                          
|Basic and diluted                           |  |                          



See accompanying notes to the consolidated financial statements



F-4







Cemtrex, Inc.

Consolidated Statement of Stockholders'
Equity

For the Fiscal Year Ended September 30,
2012 and 2013



|                              |  | Preferred Stock Series A Par |           |  | Common Stock Par |   |       |           |  |  |            |  |  |            |       
|----------------------------- |  | ---------------------------- | --------- |  | ---------------- | - | ----- | --------- |  |  | ---------- |  |  | ---------- | ------
|                              |  | Value
    $0.001             |           |  | Value
    $0.01  |   |       |           |  |  |            |  |  |            |       
|                              |  |                              |           |  |                  |   |       |           |  |  |            |  |  |            |       
|                              |  |                              |           |  |                  |   |       |           |  |  |            |  |  | Additional |       
|                              |  | Number of                    |           |  |                  |   |       | Number of |  |  |            |  |  | Paid-in    |       
|                              |  | Shares                       |           |  | Amount           |   |       | Shares    |  |  | Amount     |  |  | Capital    |       
|Balance at September 30, 2011 |  |                              | 1,000,000 |  |                  | $ | 1,000 |           |  |  | 39,823,129 |  |  | $          | 39,823
|Sale of common stock          |  |                              |           |  |                  |   |       |           |  |  | 776,000    |  |  |            | 776   
|Net income                    |  |                              |           |  |                  |   |       |           |  |  |            |  |  |            |       
|Balance at September 30, 2012 |  |                              | 1,000,000 |  |                  |   | 1,000 |           |  |  | 40,599,129 |  |  |            | 40,599
|Net income                    |  |                              |           |  |                  |   |       |           |  |  |            |  |  |            |       
|Balance at September 30, 2013 |  |                              | 1,000,000 |  |                  | $ | 1,000 |           |  |  | 40,599,129 |  |  | $          | 40,599



See accompanying notes to the consolidated financial statements



F-5







Cemtrex, Inc.

Consolidated Statements of Cash Flows



|                                                                                           |  | For the Fiscal Year Ended |         
|------------------------------------------------------------------------------------------ |  | ------------------------- | --------
|                                                                                           |  | September 30, 2013        |         
|Cash flows from operating activities                                                       |  |                           |         
|Net income                                                                                 |  | $                         | 288,497 
|Adjustments to reconcile net income to net cash provided by (used in) operating activities |  |                           |         
|Bad debt expense                                                                           |  |                           | -       
|Depreciation                                                                               |  |                           | 11,143  
|Changes in operating assets and liabilities:                                               |  |                           |         
|Accounts receivable                                                                        |  |                           | (348,109
|Accounts receivable - related party                                                        |  |                           | (851,586
|Inventory                                                                                  |  |                           | 37,496  
|Prepaid expenses - related party                                                           |  |                           | (38,323 
|Other assets                                                                               |  |                           | 2,045   
|Accounts payable                                                                           |  |                           | 250,776 
|Customer deposits                                                                          |  |                           | -       
|Accrued expenses                                                                           |  |                           | 25,103  
|                                                                                           |  |                           |         
|Net cash provided by (used in) operating activities                                        |  |                           | (622,958
|                                                                                           |  |                           |         
|Cash flows from financing activities                                                       |  |                           |         
|Proceeds from notes payable - related party                                                |  |                           | 631,026 
|Notes receivable - related party                                                           |  |                           | (274,150
|Repayments notes payable - related party                                                   |  |                           | -       
|Proceeds from sale of common stock                                                         |  |                           | -       
|                                                                                           |  |                           |         
|Net cash provided by (used in) financing activities                                        |  |                           | 356,876 
|                                                                                           |  |                           |         
|Net change in cash                                                                         |  |                           | (266,082
|                                                                                           |  |                           |         
|Cash at beginning of reporting period                                                      |  |                           | 333,045 
|                                                                                           |  |                           |         
|Cash at end of reporting period                                                            |  | $                         | 66,963  
|Supplemental disclosure of cash flow information                                           |  |                           |         
|Interest paid                                                                              |  | $                         | -       
|Income taxes paid                                                                          |  | $                         | 999     



See accompanying notes to the consolidated financial statements



F-6







Cemtrex, Inc. September 30, 
2013 and 2012

Notes to the Consolidated Financial Statements



Note 1 - Organization and Operations



Cemtrex, Inc.
and its wholly-owned subsidiary Griffin Filters, LLC ( “Cemtrex” or collectively the “Company”), engages
in manufacturing and selling advanced instruments for emission monitoring of particulate, opacity, mercury, sulfur dioxide, nitrogen
oxides, among others. 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. The 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 .



Note 2 - Significant and Critical Accounting Policies
and Practices



The Management
of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting
policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal
of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments,
often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s
significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.



Basis of Presentation



The accompanying consolidated financial
statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”).



Fiscal Year-End



The Company elected September 30 as its fiscal year-end
date.



Use of Estimates and Assumptions and Critical Accounting
Estimates and Assumptions



The preparation
of financial statements in conformity with accounting principles generally accepted in the United States of America 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting
period(s).



Critical accounting
estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary
to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial
condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the
financial statements were:

| | i. | Allowance for doubtful accounts: Management’s estimate of the allowance for doubtful
accounts is based on historical sales, historical loss levels, and an analysis of the collectability of individual accounts; and
general economic conditions that may affect a client’s ability to pay. The Company evaluated the key factors and assumptions
used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii. | Inventory Obsolescence
                                         and Markdowns: The Company’s estimate of potentially excess and slow-moving
                                         inventories is based on evaluation of inventory levels and aging, review of inventory
                                         turns and historical sales experiences. The Company’s estimate of reserve for inventory
                                         shrinkage is based on the historical results of physical inventory cycle counts;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iii. | Fair value of long-lived assets: Fair value is generally determined using the asset’s
expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable,
but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived
assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some
examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative
to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the
Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall
business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant
decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired
assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iv. | Valuation allowance for deferred tax assets: Management assumes that the realization of
the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for
Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly,
the potential tax benefits of the net loss carry- forwards are offset by a full valuation allowance. Management made this assumption
based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional
funds to support its daily operations by way of a public or private offering, among other factors.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-7







These significant accounting estimates or
assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and
certain estimates or assumptions are difficult to measure or value.



Management
bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial
statements taken as a whole 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.



Management
regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes
in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those
estimates are adjusted accordingly.



Actual results could differ from those estimates.



Principles of Consolidation



The Company
applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to
determine whether and how to consolidate another entity.Pursuant to ASC Paragraph 810-10-15-10 all
majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated
except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope
of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of
a non-investment-company investee.Pursuant to ASC Paragraph 810-10-15-8 the usual condition
for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by
one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition
pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract,
lease, agreement with other stockholders, or by court decree. The Company consolidates all
less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.



The Company's consolidated subsidiaries
and/or entities areas follows:



|Name of consolidated subsidiary |  | State or other jurisdiction of    |  | Date of incorporation or formation       |  |                           |    
|------------------------------- |  | --------------------------------- |  | ---------------------------------------- |  | ------------------------- | ---
|or entity                       |  | incorporation
    or organization |  | (date of
    acquisition, if applicable) |  | Attributable
    interest |    
|Cemtrex, Inc.                   |  | Delaware                          |  | April 27, 1998                           |  |                           | 100
|Griffin Filters, LLC.           |  | New York                          |  | September 6, 2005 (April 30, 2007)       |  |                           | 100



The consolidated financial statements include all accounts
of the Company and its wholly-owned subsidiary as of the reporting period end dates and for the reporting periods then ended.



All inter-company balances and transactions have been
eliminated.



Fair Value of Financial
Instruments



The Company
follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial
instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to
measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency
and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy
which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy
gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority
to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:



| | Level 1 | Quoted market prices available in active markets for
identical assets or liabilities as of the reporting date.
| | ------- | --------------------------------------------------------------------------------------------------------------



F-8







| | Level 2 | Pricing inputs other than quoted prices in active markets
included in Level 1, which are either directly or indirectly observable as of the reporting date.
| | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | Level 3 | Pricing inputs that are generally observable inputs and
not corroborated by market data.
| | ------- | ----------------------------------------------------------------------------------------



Financial assets
are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar
techniques and at least one significant model assumption or input is unobservable.



The fair value
hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the
lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than
one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement
of the instrument.



The carrying
amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accounts payable , approximate
their fair values because of the short maturity of these instruments.



Transactions
involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive,
free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the
related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such
representations can be substantiated.



Fair Value of Non-Financial
Assets or Liabilities Measured on a Recurring Basis



The Company’s
non-financial assets include inventories. The Company identifies potentially excess and slow-moving inventories by evaluating turn
rates, inventory levels and other factors. Excess quantities are identified through evaluation of inventory aging, review of inventory
turns and historical sales experiences. The Company provides lower of cost or market reserves for such identified excess and slow-
moving inventories. The Company establishes a reserve for inventory shrinkage, if any, based on the historical results of physical
inventory cycle counts.



Carrying Value,
Recoverability and Impairment of Long-Lived Assets



The Company
has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s
long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable.



The Company
assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the
related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying
amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally
determined using the asset’s expected future discounted cash flows or market value, if readily determinable. When long-lived
assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally
estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.



The Company
considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance
or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner
or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes
in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive
pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes.
The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence
of such events.



The key assumptions
used in management’s estimates of projected cash flow deal largely with forecasts of sales levels, gross margins, and operating
costs of the manufacturing facilities. These forecasts are typically based on historical trends and take into account recent developments
as well as management’s plans and intentions. Any difficulty in manufacturing or sourcing raw materials on a cost effective
basis would significantly impact the projected future cash flows of the Company’s manufacturing facilities and potentially
lead to an impairment charge for long-lived assets. Other factors, such as increased competition or a decrease in the desirability
of the Company’s products, could lead to lower projected sales levels, which would adversely impact cash flows. A significant
change in cash flows in the future could result in an impairment of long lived assets.



F-9







The impairment charges, if any, is included in operating
expenses in the accompanying statements of operations.



Cash Equivalents



The Company considers all highly
liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.



Accounts Receivable and Allowance for Doubtful Accounts



Accounts receivable are recorded at the invoiced
amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards
Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its
customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as
determined by the review of their current credit information; and determines the allowance for doubtful accounts based on
historical write-off experience, customer specific facts and general economic conditions that may affect a client’s
ability to pay .



Pursuant to
paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after
all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph
310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how
recently payments have been received.



Outstanding
account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best
estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included
in general and administrative expenses, if any.



The Company has $ 40,000 allowance for doubtful accounts
at September 30, 2013 and 2012.



The Company does not have any off-balance-sheet credit
exposure to its customers at September 30, 2013 or 2012 .



Inventory and Cost of Goods Sold



Inventory Valuation



The Company
values inventory, consisting of finished goods, at the lower of cost or market .Cost is determined
on the first-in and first- out (“FIFO”) method. The Company reduces inventory for the diminution of value, resulting
from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory
and its estimated market value. Factors utilized in the determination of estimated market value include (i) current sales data
and historical return rates, (ii) estimates of future demand, and (iii) competitive pricing pressures.



Inventory Obsolescence
and Markdowns



The Company
evaluates its current level of inventory considering historical sales and other factors and, based on this evaluation, classify
inventory markdowns in the income statement as a component of cost of goods sold pursuant to Paragraph 420-10-S99 of the FASB Accounting
Standards Codification to adjust inventory to net realizable value. These markdowns are estimates, which could vary significantly
from actual requirements if future economic conditions, customer demand or competition differ from expectations.



There were $ 108,968
and $ 54,000 inventory obsolescence at September 30, 2013 or 2012.



F-10







Property and
Equipment



Property and
equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged
to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account
their respective estimated residual values) over the estimated useful lives of the respective assets as follows:



|                      |  | Estimated Useful |  
|--------------------- |  | ---------------- | -
|                      |  | Life (Years)     |  
|                      |  |                  |  
|Computer and software |  |                  | 5
|                      |  |                  |  
|Equipment             |  |                  | 7
|                      |  |                  |  
|Furniture and fixture |  |                  | 7



Upon sale or retirement of property
and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in
statements of operations.



Leases



Lease agreements are evaluated to determine
whether they are capital leases or operating leases in accordance with paragraph 840-10-25-1 of the FASB Accounting Standards
Codification (“Paragraph 840-10-25-1”). Pursuant to Paragraph 840-10-25-1 A lessee
and a lessor shall consider whether a lease meets any of the following four criteria as part of classifying the lease at its
inception under the guidance in the Lessees Subsection of this Section (for the lessee) and the Lessors Subsection of this
Section (for the lessor): a. Transfer of ownership. The leasetransfers ownership of the property to the lessee by the
end of the lease term . This criterion is met in situations in which the lease agreement provides for the transfer of title
at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required
by statutory regulation to transfer title. b. Bargain purchase option . The lease contains a bargain purchase option. c.
Lease term. The lease term is equal to 75 percent or more of the estimated economic life of the leased property. d. Minimum
lease payments . The present value at the beginning of the lease term of the minimum lease
payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be
paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased
property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be
realized by the lessor. Inaccordance with paragraphs 840-10- 25-29 and 840-10-25-30, if
at its inception a lease meets any of the four leaseclassification criteria in Paragraph 840-10-25-1, the lease shall
be classified by the lessee as a capital lease; and i f none of the four criteria in Paragraph 840-10-25-1 are met, the lease
shall be classified by the lessee as an operating lease . Pursuant to Paragraph 840-10- 25-31 a lessee shall compute the
present value of the minimum lease payments using the lessee's incremental borrowing rate unless both of the following
conditions are met, in which circumstance the lessee shall use the implicit rate: a. It is practicable for the lessee to
learn the implicit rate computed by the lessor. b. The implicit rate computed by the lessor is
less than the lessee's incremental borrowing rate.Capital lease assets are depreciated on a straight line method,
over the capital lease assets estimated useful lives consistent with the Company’s normal depreciation policy for
tangible fixed assets. Interest charges are expensed over the period of the lease in relation to the carrying value of the
capital lease obligation .



Operating leases
primarily relate to the Company’s leases of office spaces. When the terms of an operating lease include tenant improvement
allowances, periods of free rent, rent concessions, and/or rent escalation amounts, the Company establishes a deferred rent liability
for the difference between the scheduled rent payment and the straight-line rent expense recognized, which is amortized over the
underlying lease term on a straight-line basis as a reduction of rent expense.



Intangible Assets
Other Than Goodwill



The Company has adopted Subtopic 350-30 of the FASB Accounting Standards Codification for intangible assets other
than goodwill. Under the requirements, the Company amortizes the acquisition costs of intangible assets other than goodwill on
a straight-line basis over their estimated useful lives, the terms of the exclusive licenses and/or agreements, or the terms of
legal lives of the intangible assets , whichever is shorter . Upon becoming fully amortized, the related cost and accumulated amortization
are removed from the accounts.



F-11







Related Parties



The Company
follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure
of related party transactions.



Pursuant to
Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities
would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15,
to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing
trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company;
f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating
policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate
interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties
or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that
one or more of the transacting parties might be prevented from fully pursuing its own separate interests.



The financial
statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances,
and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation
of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature
of the relationship(s) involved b. description of the transactions, including transactions to which no amounts or nominal amounts
were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to
an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each
of the periods for which income statements are presented and the effects of any change in the method of establishing the terms
from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented
and, if not otherwise apparent, the terms and manner of settlement.



Commitment and Contingencies



The Company
follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions
may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which
will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities,
and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that
are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits
of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be
sought therein.



If the assessment
of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated,
then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates
that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would
be disclosed.



Loss contingencies
considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time, that these matters will have a material adverse effect
on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that
such matters will not materially and adversely affect the Company’s business, financial position, and results of operations
or cash flows.



Revenue Recognition



The Company
follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue
when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been
render ed to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.



The Company derives its revenues from sales of its products, with revenues being generated upon the shipment
of merchandise. Persuasive evidence of an arrangement is demonstrated via sales invoice or contract; the sales price to the customer
is fixed upon acceptance of the signed purchase order or contract and there is no separate sales rebate, discount, or volume incentive.



F-12







Shipping and Handling
C osts



The Company
accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification
.. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of
goods sold as incurred.



Income Tax Provision



The Company accounts for income
taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.
Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred
tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will
not be realized. 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 the Consolidated Statements of Income and Comprehensive Income in the period that includes
the enactment date.



The Company
adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses
the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial
statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits
of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest
benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also
provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and
requires increased disclosures.



The estimated
future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated
balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred
tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.



Management
makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates
of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions.
In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax
jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.



Uncertain Tax Positions



The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or
benefits pursuant to the provisions of Section 740-10-25 for the fiscal year ended September 30, 2013 or 2012 .



F-13







Net Income (Loss)
p er C ommon S hare



Net income (loss) per common share
is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share
is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.
Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of
common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that
could occur from common shares issuable through contingent share arrangements, stock options and warrants.



There were no potentially dilutive common shares outstanding
for the fiscal year ended September 30, 2013 or 2012 .



Cash Flows Reporting



The Company
adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts
and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each
category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of
the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile
it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and
payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income
that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency
cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held
in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents
and separately provides information about investing and financing activities not resulting in cash receipts or payments in the
period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.



Subsequent Events



The Company
follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent
events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to
ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements
issued when they are widely distributed to users, such as through filing them on EDGAR.



Recently Issued
Accounting Pronouncements



In February
2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated
Other Comprehensive Income." The ASU adds new disclosure requirements for items reclassified out of accumulated other comprehensive
income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning
after December 15, 2013 .



In February
2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting
from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date."
This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements
including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for
public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013.



In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting
for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity
or of an Investment in a Foreign Entity." This ASU addresses the accounting for the cumulative translation adjustment when
a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in
a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events
when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity
in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning
after December 15, 2013 .



F-14







In March 2013,
the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The
amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is
imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan
for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote
that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces
(for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the
entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only
if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception.
The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information
about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash
proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under
U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments
are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15,
2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation
becomes imminent. Early adoption is permitted.



Management
does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material
effect on the accompanying financial statements.



Note 3 – Note Receivable – Related Party



Notes Receivable
from Pluto Technologies, Inc., a company owned by Saagar Govil, the Company’s Chief Executive Officer, were $ 354,150
and $ 80,000 at September 30, 2013 and 2012 and accrue interest at 5 % per annum. The note receivable has a due date of
October 1, 2015.



Note 4 - Property and Equipment



Property and equipment are comprised of the following:



|                               |  | September 30, 2013 |          |   | September 30, 2012 |  
|------------------------------ |  | ------------------ | -------- | - | ------------------ | -
|Furniture and Office Equipment |  | $                  | 83,687   |   |                    | $
|Computer Software              |  |                    | 4,631    |   |                    |  
|Machinery and Equipment        |  |                    | 78,392   |   |                    |  
|                               |  |                    | 166,710  |   |                    |  
|Less: Accumulated Depreciation |  |                    | (157,387 | ) |                    |  
|Property and Equipment, net    |  | $                  | 9,323    |   |                    | $



(i) Depreciation
and Amortization Expense



Depreciation for the twelve months ended September
30, 2013 and 2012 was $ 11,143 and $ 18,865 , respectively.



(ii) Impairment



The Company completed the annual impairment test of
property and equipment and determined that there was no impairment as the fair value of property and equipment, substantially exceeded
their carrying values at September 30, 2013 .



Note 5 – Prepaid Expenses and Other Current
Assets



Prepaid expenses and other current assets are comprised
of the following:



|                      |  | September 30, |         |  | September |  
|--------------------- |  | ------------- | ------- |  | --------- | -
|                      |  | 2013          |         |  | 30, 2012  |  
|                      |  |               |         |  |           |  
|Deposits on inventory |  | $             | 432,131 |  |           | $



Note 6 – Note Payable – Officer



Notes Payable to Arun Govil, the
Company’s former Chief Executive Officer was $ 1,107,484 and accrues interest at 5 % per annum. The note payable is unsecured
and has no due date.



Note 7 – 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 . Mr. Govil agreed to forfeit 27,500,000 shares of common stock issuable as per the original
terms of the Note.



F-15







Note 8– Stockholders’ Equity



Series A Preferred Stock



The Company
is authorized to issue 10,000,000 shares of Series A Preferred Stock, $ 0.001 par value. Each 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 conversion of a convertible
note.



Common Stock



The Company is authorized to issue 60,000,000 shares
of common stock, $ 0.001 par value.



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



Note 9 – 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 $ 4,000 .



The Company’s subsidiary Griffin Filters
LLC leases approximately 10,000 sq. ft. of office and warehouse space in Liverpool, New York from a third party in a five (5)
year lease at a monthly rent of $ 4,225 which expired 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.



Note 10 – Concentrations
and Related Party Transactions



The Company
has operations in the United States and India. Sales in the United States totaled $ 2,873,659 and $ 4,901,621 for the year ended
September 30, 2013 and 2012. Sales in India totaled $ 10,799,872 and $ 7,260,425 for the year ended September 30, 2013 and 2012.



The Company had no assets in India at September 30,
2013 or 2012.



The Company had
sales to Ducon Technologies, Inc., a related party, totaling $ 10,799,872 and $ 7,260,425 for the years ended September 30,
2013 and 2012 representing 78.9 % and 62.7 % of total sales. The accounts receivable from Ducon Technologies, Inc. totaled $
1,206,372 and $ 354,786 at September 30, 2013 and 2012 representing 65.3 % and . 54.8 % respectively.



The Company has
prepaid Ducon Technologies, Inc. a related party in the amount of $ 432,131 and $ 393,808 for supplies at September 30, 2013
and 2012.



Note 11 – Income Tax Provision



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:



|                                 |  | September 30, 2013 |        |  | September 30, 2014 |  
|-------------------------------- |  | ------------------ | ------ |  | ------------------ | -
|Current taxes payable            |  |                    |        |  |                    |  
|Federal                          |  | $                  | 6,300  |  |                    | $
|State                            |  |                    | 6,200  |  |                    |  
|Foreign                          |  |                    | —      |  |                    |  
|                                 |  |                    |        |  |                    |  
|Deferred tax asset:              |  |                    | —      |  |                    |  
|Deferred tax valuation allowance |  |                    | —      |  |                    |  
|Total                            |  | $                  | 12,500 |  |                    | $



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



|                                            |  | For the Fiscal Year 
Ended 
September 30, 2013 |       |   | For the Fiscal Year 
Ended
 September 30, 2012 | 
|------------------------------------------- |  | ---------------------------------------------- | ----- | - | ---------------------------------------------- | 
|U.S. statutory rate                         |  |                                                | 34.0  | % |                                                | 
|State income taxes (net of federal benefit) |  |                                                | 7.0   |   |                                                | 
|Permanent differences                       |  |                                                | (21.8 | ) |                                                | 
|Benefit of net operating loss carry-forward |  |                                                | (15.6 | ) |                                                | 
|Effective rate                              |  |                                                | 3.6   | % |                                                | 



F-16







At September 30, 2013 and 2012, the Company has net
operating loss carryovers of approximately $ - 0 - and $ 115,000 which can be carried forward to offset taxable income. Unless
used the net operating loss carryforward will expire in 2029 .



Note 12 – Subsequent Events



The Company has evaluated all events that occur after the balance sheet date through the date when the financial
statements were issued to determine if they must be reported. The Management of the Company determined that there were noreportable
subsequent events to be disclosed.



F-17