UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q/A

(Amendment
No. 2)



[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934



For
the quarterly period ended March 31, 2014



OR



[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934



For
the transition period from ___________to ____________



Commission
File Number001-37464







CEMTREX,
INC.

(Exact
name of small business issuer as specified in its charter)



|Delaware                                                           |  | 30-0399914                             
|------------------------------------------------------------------ |  | ---------------------------------------
|(State
    or other jurisdiction ofincorporation or  organization) |  | (I.R.S.
    EmployerIdentification No.)



19
Engineers Lane

Farmingdale,
New York 11735

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



631-756-9116

(Issuer’s
telephone number)



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.



[X]Yes              [  ] 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.



|Large
    accelerated filer [  ] | Accelerated
    filer [  ]       
|-------------------------------- | ---------------------------------
|Non-accelerated
    filer [  ]   | Smaller
    reporting company [X]



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



[  ]Yes              [X] No



Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As
of November 2, 2016 , the issuer had 9,777,926 shares of common stock issued and outstanding.

















Cemtrex,
Inc. and Subsidiaries



Explanatory
Note:The sole purpose of this amendment to Cemtrex, Inc.’s Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2014, filed with the Securities and Exchange Commission on April 30, 2014 (the “Form 10-Q”),
is to incorporate by reference Exhibits 3.1, 3.2, 3.3, 3.4, and 3.5, and to file Exhibit 10.1 that were not originally filed with
the Form 10-Q to conform such exhibits to comments received from the Commission.



This
Amendment contains only the Cover Page to this Form 10-Q/A, this Explanatory Note, Item 6, the Signature Page, the Exhibit Index,
and Exhibit 10.1. No other changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the
Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update
in any way disclosures made in the original Form 10-Q.










Cemtrex,
Inc. and Subsidiaries



Item
6. Exhibits



|Exhibit
    No. |  | Description                                                                                                                                                                                                                                       
|--------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                                                                                                                   
|3.1***          |  | Articles
    of Incorporation of the Registrant as filed with the Secretary of State of Delaware (incorporated by reference to Exhibit
    3.1 to the Registrant’s registration statement on Form 10/A filed on May 22, 2008, File No. 000-53238).
|                |  |                                                                                                                                                                                                                                                   
|3.2***          |  | Certificate
    of Amendment to Articles of Incorporation dated September 29, 2006 (incorporated by reference to Exhibit 3.3 to the Registrant’s
    registration statement on Form 10/A filed on May 22, 2008, File No. 000-53238).              
|                |  |                                                                                                                                                                                                                                                   
|3.3***          |  | Certificate
    of Amendment to Articles of Incorporation dated March 30, 2007 (incorporated by reference to Exhibit 3.4 to the Registrant’s
    registration statement on Form 10/A filed on May 22, 2008, File No. 000-53238).                  
|                |  |                                                                                                                                                                                                                                                   
|3.4***          |  | Certificate
    of Amendment to Articles of Incorporation dated May 16, 2007 (incorporated by reference to Exhibit 3.5 to the Registrant’s  registration
    statement on Form 10/A filed on May 22, 2008, File No. 000-53238).                   
|                |  |                                                                                                                                                                                                                                                   
|3.5***          |  | Certificate
    of Amendment to Articles of Incorporation dated August 21, 2007 (incorporated by reference to Exhibit 3.6 to the Registrant’s  registration
    statement on Form 10/A filed on May 22, 2008, File No. 000-53238).                
|                |  |                                                                                                                                                                                                                                                   
|10.1***         |  | Loan
    Agreement between ROB Cemtrex GmbH and Sparkasse Bank to finance the purchase of the property at Am Wolfsbaum 1, 75245 Neulingen,
    Germany, dated October 7, 2013, purchase completed March 1, 2014                                   
|                |  |                                                                                                                                                                                                                                                   
|31.1*           |  | Certification
    of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of
    the Sarbanes-Oxley Act of 2002.                                                                  
|                |  |                                                                                                                                                                                                                                                   
|31.2*           |  | Certification
    of Vice President of Finance and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as
    adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|                |  |                                                                                                                                                                                                                                                   
|32.1*           |  | Certification
    of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of
    2002.                                                                                             
|                |  |                                                                                                                                                                                                                                                   
|32.2*           |  | Certification
    of Vice President of Finance and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act 0f of 2002.                                                           
|                |  |                                                                                                                                                                                                                                                   
|101.INS**       |  | XBRL
    Instance Document                                                                                                                                                                                                                        
|                |  |                                                                                                                                                                                                                                                   
|101.SCH**       |  | XBRL
    Taxonomy Extension Schema                                                                                                                                                                                                                
|                |  |                                                                                                                                                                                                                                                   
|101.CAL**       |  | XBRL
    Taxonomy Extension Calculation Linkbase                                                                                                                                                                                                  
|                |  |                                                                                                                                                                                                                                                   
|101.DEF**       |  | XBRL
    Taxonomy Extension Definition Linkbase                                                                                                                                                                                                   
|                |  |                                                                                                                                                                                                                                                   
|101.LAB**       |  | XBRL
    Taxonomy Extension Label Linkbase                                                                                                                                                                                                        
|                |  |                                                                                                                                                                                                                                                   
|101.PRE**       |  | XBRL
    Taxonomy Extension Presentation Linkbase                                                                                                                                                                                                 



*
These exhibits were previously included in Cemtrex, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2014, filed with the Securities and Exchange Commission on April 30, 2014.



**
These exhibits were previously included in Cemtrex, Inc.’s Amendment to the Quarterly Report on Form 10-Q/A filed with the
Securities and Exchange Commission on May 5, 2014.



***
Incorporated by reference or filed herewith.












Cemtrex,
Inc. and Subsidiaries



Signatures



Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.



|                             | Cemtrex,
    Inc.
|---------------------------- | -----------------
|                             |                  
|Dated:
    November 10, 2016 | By:              
|                             |                  
|                             |                  
|                             |                  
|Dated:
    November 10, 2016 |                  
|                             |                  
|                             |                  
|                             |                  










EXHIBIT
INDEX



|Exhibit
    No. |  | Description                                                                                                                                                                                                                                       
|--------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                                                                                                                   
|3.1***          |  | Articles
    of Incorporation of the Registrant as filed with the Secretary of State of Delaware (incorporated by reference to Exhibit
    3.1 to the Registrant’s registration statement on Form 10/A filed on May 22, 2008, File No. 000-53238).
|                |  |                                                                                                                                                                                                                                                   
|3.2***          |  | Certificate
    of Amendment to Articles of Incorporation dated September 29, 2006 (incorporated by reference to Exhibit 3.3 to the Registrant’s
    registration statement on Form 10/A filed on May 22, 2008, File No. 000-53238).              
|                |  |                                                                                                                                                                                                                                                   
|3.3***          |  | Certificate
    of Amendment to Articles of Incorporation dated March 30, 2007 (incorporated by reference to Exhibit 3.4 to the Registrant’s
    registration statement on Form 10/A filed on May 22, 2008, File No. 000-53238).                  
|                |  |                                                                                                                                                                                                                                                   
|3.4***          |  | Certificate
    of Amendment to Articles of Incorporation dated May 16, 2007 (incorporated by reference to Exhibit 3.5 to the Registrant’s  registration
    statement on Form 10/A filed on May 22, 2008, File No. 000-53238).                   
|                |  |                                                                                                                                                                                                                                                   
|3.5***          |  | Certificate
    of Amendment to Articles of Incorporation dated August 21, 2007 (incorporated by reference to Exhibit 3.6 to the Registrant’s  registration
    statement on Form 10/A filed on May 22, 2008, File No. 000-53238).                
|                |  |                                                                                                                                                                                                                                                   
|10.1***         |  | Loan
    Agreement between ROB Cemtrex GmbH and Sparkasse Bank to finance the purchase of the property at Am Wolfsbaum 1, 75245 Neulingen,
    Germany, dated October 7, 2013, purchase completed March 1, 2014                                   
|                |  |                                                                                                                                                                                                                                                   
|31.1*           |  | Certification
    of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of
    the Sarbanes-Oxley Act of 2002.                                                                  
|                |  |                                                                                                                                                                                                                                                   
|31.2*           |  | Certification
    of Vice President of Finance and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as
    adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|                |  |                                                                                                                                                                                                                                                   
|32.1*           |  | Certification
    of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of
    2002.                                                                                             
|                |  |                                                                                                                                                                                                                                                   
|32.2*           |  | Certification
    of Vice President of Finance and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act 0f of 2002.                                                           
|                |  |                                                                                                                                                                                                                                                   
|101.INS**       |  | XBRL
    Instance Document                                                                                                                                                                                                                        
|                |  |                                                                                                                                                                                                                                                   
|101.SCH**       |  | XBRL
    Taxonomy Extension Schema                                                                                                                                                                                                                
|                |  |                                                                                                                                                                                                                                                   
|101.CAL**       |  | XBRL
    Taxonomy Extension Calculation Linkbase                                                                                                                                                                                                  
|                |  |                                                                                                                                                                                                                                                   
|101.DEF**       |  | XBRL
    Taxonomy Extension Definition Linkbase                                                                                                                                                                                                   
|                |  |                                                                                                                                                                                                                                                   
|101.LAB**       |  | XBRL
    Taxonomy Extension Label Linkbase                                                                                                                                                                                                        
|                |  |                                                                                                                                                                                                                                                   
|101.PRE**       |  | XBRL
    Taxonomy Extension Presentation Linkbase                                                                                                                                                                                                 



*
These exhibits were previously included in Cemtrex, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2014, filed with the Securities and Exchange Commission on April 30, 2014.



**
These exhibits were previously included in Cemtrex, Inc.’s Amendment to the Quarterly Report on Form 10-Q/A filed with the
Securities and Exchange Commission on May 5, 2014.



***
Incorporated by reference or filed herewith.