EXHIBIT
31.2





CERTIFICATION OF PRINCIPAL
FINANCIAL OFFICER





Pursuant
to Section 302 0f the Sarbanes-Oxley Act of 2002, I, Renato Dela Rama certify
that:





1. I have
reviewed this report on Form 10-Q of Cemtrex, Inc., for the quarterly period
ended December 31, 2008;





2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;





3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;





4. The
registrant’s other certifying officer and I am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15)) for the small business issuer and have:





a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiary, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;





b) Designed such internal control
over financial reporting, or caused such internal control over financial
reporting, to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principals;





c) Evaluated the effectiveness of the
registrant’s disclosure controls and procedures presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation;
and





d) Disclosed in this report any
change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and





(5) The
registrant’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):








(a) All significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial
information; and





(b) Any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.





Date:  February
17, 2009





/s/Renato Dela RamaPrincipal
      Financial Officer