UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




Washington,
D.C. 20549


FORM
10-Q





x            QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES ACT OF 1934





For
the quarterly period ended December 31, 2008


OR


 ̈           TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES ACT OF 1934





For
the transition period from ___________to ____________





Commission File Number
000-53238


CEMTREX,INC.




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




Delaware
              (State
      or other jurisdiction of incorporation or
              organization)
            30-0399914
              (I.R.S.
      Employer Identification 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
January 31, 2008, the issuer had one class of common stock, with a par value of
$0.001, of which 34,327,862 shares were issued and
outstanding.







Table of
Contents




CEMTREX,
INC.




INDEX




PagePART
      I. FINANCIAL INFORMATIONItem
      1.
                        Condensed
      Financial Statements
                        
                        3Consolidated
      Balance Sheets as of December 31, 2008 (Unaudited)
                        
                        3Consolidated
      Statements of Operations for the Three Months Ended December 31, 2007 and
      December 31, 2008
                        
                        4Consolidated
      Statements of Cash Flows for the Three Months Ended December 31, 2007 and
      December 31, 2008
                        
                        5Notes
      to Unaudited Condensed Consolidated Financial Statements
                        
                        6Item
      2.
                        Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                        
                        13Item
      3.
                        Quantitative
      and Qualitative Disclosures about Market Risk
                        
                        25Item
      4.
                        Controls
      and Procedures
                        
                        25PART
      II.
                        OTHER
      INFORMATIONItem
      1.
                        Legal
      Proceedings
                        
                        26Item
      2.
                        Unregistered
      Sales of Equity Securities and Use of Proceeds
                        
                        29Item
      3.
                        Defaults
      Upon Senior Securities
                        
                        29Item
      4.
                        Submission
      of Matters to a Vote of Security Holders
                        
                        29Item
      5.
                        Other
      Information
                        
                        29Item
      6.
                        Exhibits
                        
                        29SIGNATURES
                        
                        30


2


Part I. Financial
Information




Item
1. Financial Statements


CEMTREX,
INC. AND SUBSIDIARY


CONSOLIDATED
BALANCE SHEETS


(UNAUDITED)


(IN
US$)





December 31,
                                
                                
                                September 30,2008
                                
                                
                                2008AssetsCurrent
      AssetsCash
      & Equivalents
                                
                                $
                                257,271
                                
                                
                                $
                                60,610Accounts
      Receivable
                                
                                
                                735,967
                                
                                
                                
                                1,528,231Inventory
                                
                                
                                477,543
                                
                                
                                
                                456,567Prepaid
      Expenses & Other Assets
                                
                                
                                5,375
                                
                                
                                
                                8,100Total
      Current Assets
                                
                                
                                1,476,156
                                
                                
                                
                                2,053,508Property
      & Equipment, Net
                                
                                
                                173,013
                                
                                
                                
                                180,519Other
                                
                                
                                234,225
                                
                                
                                
                                4,225Total
      Assets
                                
                                $
                                1,883,394
                                
                                
                                $
                                2,238,252Liabilities
      & Stockholders' Equity (Deficit)Current
      LiabilitiesAccounts
      Payable
                                
                                $
                                1,010,064
                                
                                
                                $
                                940,071Accrued
      Expenses
                                
                                
                                838,575
                                
                                
                                
                                906,259Customer
      Deposits
                                
                                
                                -
                                
                                
                                
                                -Notes
      Payable-Shareholder
                                
                                
                                -
                                
                                
                                
                                467,171Total
      Current Liabilities
                                
                                
                                1,848,639
                                
                                
                                
                                2,313,501Convertible
      Debenture
                                
                                
                                1,300,000
                                
                                
                                
                                1,300,000Total
      Liabilities
                                
                                
                                3,148,639
                                
                                
                                
                                3,613,501Commitments
      & Contingencies
                                
                                
                                -
                                
                                
                                
                                -Stockholders'
      Equity (Deficit)Preferred
      Stock, $0.001 par value, 10,000,000 shares authorized, no shares issued
      and outstanding
                                
                                $
                                -
                                
                                
                                $
                                -Common
      Stock, $0.001 par value, 60,000,000 shares authorized;
      34,327,862  shares issued and outstanding,
      respectively.
                                
                                
                                34,328
                                
                                
                                
                                34,328Additional
      Paid-in Capital
                                
                                
                                (1,259,524
                                )
                                
                                
                                (1,259,524
                                )Accumulated
      Deficit
                                
                                
                                ( 40,049
                                )
                                
                                
                                (150,053
                                )Total
      Stockholders' Equity (Deficit)
                                
                                
                                (1,265,245
                                )
                                
                                
                                (1,375,249
                                )Total
      Liabilities & Stockholders' Equity (Deficit)
                                
                                $
                                1,883,394
                                
                                
                                $
                                2,238,252





The
accompanying notes are an integral part of these financial
statements


3


CEMTREX,
INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENT OF OPERATIONS


(UNAUDITED)


(IN
US$)





For the three months ended December 31,,2008
                                
                                
                                2007(restated)Revenues
                                
                                $
                                2,220,961
                                
                                
                                $
                                1,238,435Cost
      of Goods Sold
                                
                                
                                1,315,518
                                
                                
                                
                                560,219Gross
      Profit
                                
                                
                                905,443
                                
                                
                                
                                678,216Operating
      Expenses
                                
                                
                                765,693
                                
                                
                                
                                539,522Operating
      Income (Loss)
                                
                                
                                139,750
                                
                                
                                
                                138,694Other
      Income (Expense)Other
      Income
                                
                                
                                
                                
                                
                                
                                570Interest
      Expense
                                
                                
                                (
      29,745
                                )
                                
                                
                                (31,636
                                )Total
      Other  Income (Expense)
                                
                                
                                (29,745
                                )
                                
                                
                                (31,065
                                )Net
      Income (Loss) Before Income Taxes
                                
                                
                                110,005
                                
                                
                                
                                107,629Provision
      for Income Taxes
                                
                                
                                (42,901
                                )
                                
                                
                                (41,975
                                )Extraordinary
      Item: Carryback Provision
                                
                                
                                42,901
                                
                                
                                
                                41,975Net
      Income (Loss)
                                
                                $
                                110,005
                                
                                
                                $
                                107,629Income
      (Loss) Per Share-Basic
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.00
                                )Weighted
      Average Number of Shares
                                
                                
                                34,327,862
                                
                                
                                
                                34,327,862The
      accompanying notes are an integral part of these financial
      statements


4





CEMTREX,
INC. AND SUBSIDIARY


Consolidated
Statement of Cash Flows (Unaudited)


(IN
US$)





For the Three months Ended December 31,,2008
                    
                    
                    2007Cash Flows from Operating
      ActivitiesNet
      Income (Loss)
                    
                    $
                    110,005
                    
                    
                    $
                    107,629Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      & Amortization
                    
                    
                    8,604
                    
                    
                    
                    1,907Changes
      in operating assets and liabilities:Accounts
      Receivable
                    
                    
                    792,264
                    
                    
                    
                    (116,864
                    )Inventory
                    
                    
                    (
      20,976
                    )
                    
                    
                    (62,494
                    )Prepaid
      Expenses & Other Assets
                    
                    
                    (227,275
                    )
                    
                    
                    -Other
      Assets
                    
                    
                    -
                    
                    
                    
                    (
      1,310
                    )Accounts
      Payable
                    
                    
                    69,992
                    
                    
                    
                    75,005Accrued
      Expenses
                    
                    
                    (67,684
                    )
                    
                    
                    (417,005
                    )Customer
      Deposits
                    
                    
                    -
                    
                    
                    
                    8,520Net
      Cash Used in Operating Activities
                    
                    
                    664,930
                    
                    
                    
                    (404,612
                    )Cash Flows from Investing
      ActivitiesSale
      (Purchase) of Property and Equipment
                    
                    
                    (1,098
                    )Cash
      Paid for Purchase of Griffin Filters
                    
                    
                    -Net
      Cash Used in Investing Activities
                    
                    
                    (1,098
                    )Cash Flows from Financing
      ActivitiesNet
      Loans from Shareholders
                    
                    
                    (467,171
                    )
                    
                    
                    394,643Common
      Stock Issued for Cash
                    
                    
                    -Net
      Cash Provided by Financing Activities
                    
                    
                    (467,171
                    )
                    
                    
                    394,643Net
      Increase (Decrease) in Cash
                    
                    
                    196,661
                    
                    
                    
                    ( 9.969
                    )Cash
      Beginning of Period
                    
                    
                    60,610
                    
                    
                    
                    143,830Cash
      End of Year
                    
                    $
                    257,271
                    
                    
                    $
                    133,861Supplemental
      Disclosure of Cash Flow Information:Cash
      Paid during the period for interest
                    
                    $
                    -
                    
                    
                    $
                    -Cash
      Paid during the period for income taxes
                    
                    
                    -
                    
                    
                    
                    -





The
accompanying notes are an integral part of these financial
statements


5




CEMTREX,
INC. AND SUBSIDIARY


Notes
to Consolidated Financial Statements (Unaudited)




Note
1 – Organization, Business & Operations




Cemtrex,
Inc. and its Subsidiary,  is engaged in manufacturing and selling the
most advanced instruments for emission monitoring of particulate, opacity,
mercury, sulfur dioxide, nitrogen oxides, etc. Cemtrex also provides turnkey
services for carbon creation projects from abatement of greenhouse gases
pursuant to Kyoto protocol and assists project owners in selling of carbon
credits globally. The Company's products are sold to power plants, refineries,
chemical plants, cement plants & other industries including federal and
state Governmental agencies. Through its wholly-owned subsidiary Griffin
Filters, the Company designs, manufactures and sells air filtration equipment
and systems to control particulate emissions from 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. purchased, though a business combination, Griffin Filters,
LLC (see Note 6 Business Combination and Related party
Transactions).




Note
2 - Going Concern and Management's Plans




The
Company's primary source of operating funds since inception has been provided
through note and equity financing. The company intends to raise additional
capital through private debt and equity investors. At December 31,, 2008, the
Company had a stockholders' deficit of $1,265.245 and a working capital deficit
of $373,483.




Management
has taken steps to improve the Company's liquidity by raising funds and seeking
revenue sources through the development of products through which the Company
may generate revenue. There can be no assurance that the Company will be
successful in these endeavors and therefore may have to consider other
alternatives.




The
accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. However, the above matters raise
substantial doubt about the Company's ability to continue as a going concern.
These financial statements do not include any adjustments relating to the
recovery of the recorded assets or the classification of the liabilities that
might be necessary should the Company be unable to continue as a going
concern.




Note
3 - Summary of Significant Accounting Policies




Principles
of Consolidation




The
accompanying consolidated financial statements include the accounts of Cemtrex,
Inc. and its wholly subsidiary Griffin Filters, LLC (collectively the
“Company”). All significant inter-company accounts and transactions have been
eliminated in consolidation.




The
acquisition of Griffin Filters, LLC by Cemtrex, Inc. was treated as a business
combination due to the fact that the acquired entity and purchased entity were
owned by the same individual. Therefore, these consolidated financial statements
have been retrospectively adjusted for all periods presented.




Use
of Estimates




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 at the date of the financial statements and the reported amounts of
expenses during the reporting period. Actual results could differ from those
estimates.




Cash
and Cash Equivalents




The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.


6




Concentrations
of Credit Risk - Cash




The
Company maintains its cash with various financial institutions, which may exceed
federally insured limits throughout the period.




Marketable
Securities Available for Sale




The
Company evaluates its investment policies and the appropriate classification of
securities at the time of purchase consistent with Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain investments in
Debt and Equity Securities," at each balance sheet date and determined that all
of its investment securities are to be classified as available-for-sale.
Available-for-sale securities are carried at fair value, with the unrealized
gains and losses, net of tax, reported in stockholders' deficiency under the
caption "Accumulated Other Comprehensive Loss". Realized gains and losses and
declines in value judged to be other than-temporary on available-for-sale
securities are included in net gain on sale of marketable securities. The cost
of securities sold is based on the specific identification method.




Inventories




Inventories
are comprised of replacement parts, system components and finished systems,
which are stated at lower of cost or market. Cost is determined on a first-in,
first-out (FIFO) basis.




Property
and Equipment




Property
and equipment are stated at cost and are depreciated using the straight-line
method over their estimated useful lives, generally five to seven years.
Leasehold improvements are amortized over the shorter of the useful life or the
remaining lease term. Upon retirement or other disposition of these assets, the
cost and related accumulated depreciation are removed from the accounts and the
resulting gains or losses are reflected in operations. Expenditures for
maintenance and repairs are charged to operations as incurred. Renewals and
betterments are capitalized.




Impairment
of long-lived assets




Effective
January 1, 2002, the Company adopted Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"), which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
and the accounting and reporting provisions of APB Opinion No. 30, "Reporting
the Results of Operations for a Disposal of a Segment of a Business." The
Company periodically evaluates the carrying value of long-lived assets to be
held and used in accordance with SFAS 144. SFAS 144 requires impairment losses
to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amounts. In that event, a
loss is recognized based on the amount by which the carrying amount exceeds the
fair market value of the long-lived assets. Loss on long-lived assets to be
disposed of is determined in a similar manner, except that fair market values
are reduced for the cost of disposal.




Basic
and Diluted Net Income per Share




Basic
earnings per share is calculated using the weighted-average number of common
shares outstanding during the period without consideration of the dilutive
effect of stock warrants and convertible notes. Diluted earnings per share is
calculated using the weighted-average number of common shares outstanding during
the period after consideration of the dilutive effect of stock warrants and
convertible notes.




Revenue
recognition




Sales of
products and related costs of products sold are recognized when (i) persuasive
evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price
is fixed or determinable and (iv) collectability is reasonably assured. These
terms are typically met upon shipment of finished goods to the
customer.


7




Allowance
for doubtful accounts




We
provide an allowance for estimated uncollectible accounts receivable balances
based on historical experience and the aging of the related accounts receivable.
As of September 30, 2008 and September 30, 2007 the Company has reserved
$200,000 for doubtful accounts.




Advertising




The
Company expenses advertising costs as incurred. There were no advertising costs
for the periods ended September 30, 2008 and 2007, respectively.




Income
Taxes




The
Company accounts for income taxes in accordance with SFAS No. 109, “Accounting
for Income Taxes.” Deferred taxes are provided on the liability method whereby
deferred tax assets are recognized for deductible temporary differences, and
deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.




Guarantee
Expense




In
accordance with FASB Interpretation No. 45 ("Fin 45"), the Company recognizes,
at the inception of a guarantee, the cost of the fair value of the obligation
undertaken in issuing the guarantee.




Research
and development costs




Expenditures
for research & development are expensed as incurred. Such costs are required
to be expensed until the point that technological feasibility is established.
The Company incurred no research and development costs for the periods ended
September 30, 2008 and September 30, 2007.




Fair
Value of Financial Instruments




The
reported amounts of the Company's financial instruments, including accounts
payable and accrued liabilities, approximate their fair value due to their short
maturities. The carrying amounts of debt approximate fair value since the debt
agreements provide for interest rates that approximate market.




Stock-based
compensation




In
December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No.
123(R), Share-Based Payment. This pronouncement amends SFAS No. 123, Accounting
for Stock-Based Compensation , and supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees . SFAS No. 123(R) requires that companies account for
awards of equity instruments issued to employees under the fair value method of
accounting and recognize such amounts in their statements of operations. Under
SFAS No. 123(R), we are required to measure compensation cost for all
stock-based awards at fair value on the date of grant and recognize compensation
expense in our consolidated statements of operations over the service period
that the awards are expected to vest.




The
Company accounts for stock-based compensation issued to non-employees and
consultants in accordance with the provisions of SFAS 123(R) and the Emerging
Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for
Equity Instruments that are Issued to Other Than Employees for Acquiring or in
Conjunction with Selling, Goods or Services". Common stock issued to
non-employees in exchange for services is accounted for based on the fair value
of the services received.


8




Reclassifications




Certain
items in the prior year financial statements have been reclassified for
comparative purposes to conform to the presentation in the current period’s
presentation. These reclassifications have no effect on the previously reported
income (loss).




Recently
Issued Accounting Pronouncements




In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (FAS
141(R)). This statement provides greater consistency in the accounting and
financial reporting of business combinations. It requires the acquiring entity
in a business combination to recognize all assets acquired and liabilities
assumed in the transaction, establishes the acquisition-date fair value as the
measurement objective for all assets acquired and liabilities assumed, and
requires the acquirer to disclose the nature and financial effect of the
business combination. FAS 141(R) is effective for fiscal years beginning after
December 15, 2008. We will adopt FAS 141(R) no later than the first quarter of
fiscal 2010 and are currently assessing the impact the adoption will have on our
financial position and results of operations.




In
December 2007, the FASB issued SFAS No. 160. Noncontrolling Interests in
Consolidated Financial Statements (FAS 160). This Statement amends Accounting
Research Bulletin No. 51, Consolidated Financial Statements, to establish
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. FAS 160 is effective for
fiscal years beginning after December 15, 2008. We will adopt FAS 160 no later
than the first quarter of fiscal 2010 and are currently assessing the impact the
adoption will have on our financial position and results of
operations.




In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities , which permits entities to choose to measure
at fair value eligible financial instruments and certain other items that are
not currently required to be measured at fair value. This statement requires
that unrealized gains and losses on items for which the fair value option has
been elected be reported in earnings at each subsequent reporting date. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007. We will
adopt SFAS No. 159 no later than the first quarter of fiscal 2009. We are
currently assessing the impact the adoption of SFAS No. 159 will have on our
financial position and results of operations.




In
September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
No. 87, 88, 106, and 132(R) . SFAS No. 158 requires company plan sponsors to
display the net over or under-funded position of a defined benefit
postretirement plan as an asset or liability, with any unrecognized prior
service costs, transition obligations or actuarial gains/losses reported as a
component of other comprehensive income in shareholders’ equity. SFAS No. 158 is
effective for fiscal years ending after December 15, 2006. We adopted the
recognition provisions of SFAS No. 158 as of the end of fiscal 2007. The
adoption of SFAS No. 158 did not have an effect on the Company’s financial
position or results of operations.




In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements . SFAS No.
157 establishes a framework for measuring fair value in generally accepted
accounting principles, clarifies the definition of fair value and expands
disclosures about fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the application of SFAS No. 157 may change
current practice for some entities. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. We will adopt SFAS No. 157 in the
first quarter of fiscal 2009. We are currently assessing the impact that the
adoption of SFAS No. 157 will have on our financial position and results of
operations.




In July
2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes — an interpretation of FASB Statement No. 109 (FIN 48). This
interpretation clarifies the application of SFAS No. 109, Accounting for Income
Taxes , by defining a criterion that an individual tax position must meet for
any part of the benefit of that position to be recognized in an enterprise’s
financial statements and also provides guidance on measurement, derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006, but earlier adoption is permitted. The Company is in the
process of evaluating the impact of the application of the Interpretation to its
financial statements.


9




Note
4 - Inventory




The
Company values its inventory under the FIFO method of costing under the lower of
cost or market pricing module. The Company reviews its product for old and or
obsolete items and adjusts accordingly. The Company’s inventory consists of
finished and raw material product.




Note
5 - Property and Equipment




At
December 31, 2008  property and equipment are comprised of the
following:




2008Furniture
      and Office Equipment
                          
                          $
                          97,611Computer
      Software
                          
                          
                          4,550Machinery
      and Equipment
                          
                          
                          151,939Less:
      Accumulated Depreciation
                          
                          
                          (81,087
                          )Net
      Property & Equipment
                          
                          $
                          173,013




Depreciation
for the period ended September 30, 2008 was $8,604.




Note
6 – Business Combination and Related Party Transactions




On April
30, 2007, the Company purchased, though a business combination, all of the
issued and outstanding membership interests of Griffin Filters LLC, (“Griffin”)
a company established since 1971 and engaged in the design, engineering &
supplying of industrial air filtration equipment from its President. Aron Govil,
the Chairman, Chief Executive Officer, Treasurer and President of the Company,
was the owner of 100% of the issued and outstanding membership interests of
Griffin. The Company purchased 100% ownership in Griffin for a purchase price of
$ 2,750,000.00. The Company completed the Griffin purchase by (i) paying cash of
$700,000.00, (ii) issuing 20,000,000 shares of common stock valued at
$750,000.00 and (iii) issuing a four year convertible debenture in the amount of
$1,300,000.00, paying interest of 8.0% per year and convertible into 30,000,000
shares of common stock. Griffin had sales and net income of $3,297,409 and $145,
981 respectively for fiscal year ended September 30, 2006. Griffin is now a
wholly-owned subsidiary of the Company.




The
Company recorded the combination of Griffin Filters, LLC as a “As is Pooling”
because of the related party interest as follows:




Accounts
      Receivable
                    
                    $
                    530,506Inventory
                    
                    
                    49,668Property
      & Equipment, Net
                    
                    
                    67,018Other
      Assets
                    
                    
                    4,225Accounts
      Payable
                    
                    
                    (600,348
                    )Additional
      Paid-in-Capital
                    
                    
                    2,698,931Total
                    
                    $
                    2,750,000


10




These
consolidated financial statements have been retrospectively adjusted for all
periods presented.




In
addition the Company had the following related party transactions.




A)
            Note
      payable to a shareholder at September 30, 2008 for $467,171. Includable in
      Accrued Expenses is Accrued Interest of
  $170,691.




B)
            The
      Company, included in accounts receivable is an amount due from Ducon
      Technologies, for $225,263 representing also the sales for the year. Ducon
      is a enterprise owned by the majority stockholder of the
      Company.




C)
            The
      Company leases space from Ducon Technologies a related party on a month to
      month basis.




Note
7 – Customer Deposits




The
Company accounts for payments received prior to shipment as a liability and
recognizes revenue when the products are shipped.




Note
8 – Note Payable Shareholder




During
thr quarter ended December 31, 2008 the Company repaid the shareholder loan of
$467,171.




Note
9 – Convertible Debenture-Related Party




On April
30, 2007, the Company issued a $1,300,000 Convertible Debenture to an Officer of
the Company in conjunction with the Purchase of Griffin Filters, Inc. The
debenture caries 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 is due and payable on April 30, 2011. Total interest accrued
is  $24,000 at December 31, 2008 and is included in accrued
expenses.




The
debenture has the right of conversion into non-assessable shares of common stock
of the Company at the market price of common stock at time of conversion..
Conversion is not exercisable prior to December 31, 2008. Commencing December
31, 2008 and continuing to April 30, 2011, the Debenture Holder shall have the
right of conversion subject o the terms and conditions of the debenture. In the
event the face amount of the debenture is not fully converted on or before April
30, 2011, the conversion rights will lapse.




Note
10 – Stockholders’ Equity




Preferred
Stock




The
Company is authorized to issue 10,000,000 shares of preferred stock, $0.001 par
value. As of December 31, 2008 and 2007, there were no shares issued and
outstanding.




Common
Stock




The
Company is authorized to issue 60,000,000 shares of common stock, $0.001 par
value. As of December 31, 2008  there were 34,327,862 shares issued
and outstanding.




Note
11 – Commitments & Contingencies




Lease
Obligations




The
Company leases its principal office at Farmingdale, New York, 4000 square feet
of office and warehouse/shop space in a single story commercial structure on a
month to month lease from Ducon Technologies Inc., at a monthly rental of
2,157.




The
Company’s subsidiary Griffin Filters LLC leases approx. 10,000 sq. ft. of office
and warehouse space in Liverpool, New York from a third party in a five year
lease at a monthly rent of $4,225 expiring on March 30, 2012.


11




Legal
Proceedings




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




Note
12- Income Taxes




In
2008 the Company has a provision for income taxes equal to 39% which has been
reduced in full by net operating loss carry forwards resulting in a zero tax
provision.


12


Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations




This
Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2008,
includes 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 “Risk Factors” as well
as:


•
            the
      shortage of reliable market data regarding the emission monitoring &
      air filtration market,•
            changes
      in external competitive market factors or in our internal budgeting
      process which might impact trends in our results of
      operations,•
            anticipated
      working capital or other cash requirements,•
            changes
      in our business strategy or an inability to execute our strategy due to
      unanticipated changes in the market,•
            product
      obsolescence due to the development of new technologies,
    and•
            Various
      competitive factors that may prevent us from competing successfully in the
      marketplace.




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




General
Overview




Cemtrex
Inc. ("Cemtrex" or the "Company") is a Delaware corporation that
designs,  engineers, assembles and sells emission monitoring equipment
and instruments to the chemicals,  pulp and paper, steel,
power,  coal  and  petrochemical
industries,  as  well  as  to
municipalities,  hospitals,  and  state  and  federal
governments.  Cemtrex also markets technologies for controlling of
green house gases to generate carbon credits pursuant to Kyoto protocol. Company
has also recently launched a new line of energy efficiency products named Green
DCV for commercial buildings.




The
Company's current products include the following:




(i)           Emission
Monitors:




o    Opacity
monitor: Compliance & non-compliance types




o    Extractive
Continuous Emission Monitors




o    Ammonia
Analyzer




o    Mercury
Analyzer




o    Insitu
Process Analyzers




(ii)           Energy
Efficiency Products




Green Direct Controlled Ventilation
(DCV) systems


13


(iii)          Green
House gas Technologies




Control of Ventilation Air
methane




Control of Nitrous oxide




Control of carbon Dioxide




On April
27, 1998, the Company was incorporated in the state of Delaware under the name
“Diversified American Holdings, Inc.”  On November 13, 1998, the
Company’s name was changed to “Strateginet, Inc.”  The Company
subsequently changed its name to “Cemtrex Inc.” on December 16,
2004.




On
December 30, 2004, the Company purchased certain assets from Ducon Technologies,
Inc., which related to a business engaged in designing, assembling, selling and
maintaining emission monitors to utilities and industries.  Ducon
Technologies Inc. is owned Arun Govil, the Chairman, Chief Executive Officer,
Treasurer and President of the Company.  In consideration for the
asset purchase, the Company issued to Ducon Technologies, Inc. 1,950,000 shares
of its common stock.  The shares were issued under Section 4(2) of the
Securities Act of 1933, as amended, and/or Regulation D promulgated by the
Securities and Exchange Commission.




On April
30, 2007, the Company purchased all of the issued and outstanding membership
interests of Griffin Filters LLC, (“Griffin”) a company established since 1971
and engaged in the design, engineering & supplying of industrial air
filtration equipment from its President.  Arun Govil, the Chairman,
Chief Executive Officer, Treasurer and President of the Company, was the owner
of 100% of the issued and outstanding membership interests of
Griffin.  The Company purchased 100% ownership in Griffin for a
purchase price of $ 2,750,000.00. The Company completed the Griffin purchase by
(i) paying cash of $700,000.00, (ii) issuing 20,000,000 shares of common stock
valued at $750,000.00 and (iii) issuing a four year convertible debenture in the
amount of $1,300,000.00, paying interest of 8.0% per year and convertible into
30,000,000 shares of common stock. Griffin had sales and net income of
$3,297,409 and $145, 981 respectively for fiscal year ended September 30, 2006.
Griffin is now a wholly-owned subsidiary of the Company.




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




The
Company also markets technologies and services for carbon credit projects
through abatement of greenhouse gases such as Methane, Nitrous Oxide and carbon
Dioxide, pursuant to the Kyoto protocol and assists project owners in the
selling of carbon credits globally. Carbon Credits are emission offsets that are
generated from greenhouse gases abatement, renewable energy such as solar &
wind, and energy efficiency projects which displace carbon emissions from
traditional fossil fuel sources like coal, oil or gas with the subsequent
reduction in greenhouse gas emissions. Companies, agencies and governments buy,
sell, bank and trade Carbon Credits called Certified Emission Reductions or
CERs.  Cemtrex provides consulting services for such projects and
arranges for investment equity and the sales of CERs for its
customers.




The
Company has recently launched a line of energy efficiency products named Green
DCV (Direct Control Ventilation) from commercial buildings. The direct
ventilation control by Green DCV, achieves energy savings by precisely
controlling the flow of outside air into a building based upon occupancy levels.
This is done by continuous multiple parameter monitoring of carbon dioxide,
non-human generated pollutants, and other comfort related factors simultaneously
in several zones in a multiplexed commercial building. Green DCV incorporates
economizers into its design as
well to provide efficient energy consumption while reducing unnecessary
expenses.


14


INDUSTRY
BACKGROUND





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





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





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





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





EPA
Clean Air market Programs




EPA’s
Clean air market programs include various market-based regulatory programs
designed to improve air quality. Clean air markets include various market-based
regulatory programs designed to improve air quality by reducing outdoor
concentrations of fine particles, sulfur dioxide, nitrogen oxides, mercury,
ozone and other significant air emissions. The most well-known of these programs
are EPA’s Acid Rain
Program and the NOxTrading Programs,
which reduce emissions of sulfur dioxide (SO2) and
nitrogen oxides (NOx)–compounds
produced by fossil fuel combustion.




Acid
Rain Program




The goal
of the Acid Rain Program is to achieve significant environmental and public
health benefits through reductions in emissions of sulfur dioxide (SO2) and
nitrogen oxides (NOx), the
primary causes of acid rain. To achieve this goal at the lowest cost to society,
the program employs both traditional and innovative, market-based approaches for
controlling air pollution. In addition, the program encourages energy efficiency
and pollution prevention.




"Acid
rain" is a broad term referring to a mixture of wet and dry deposition
(deposited material) from the atmosphere containing higher than normal amounts
of nitric and sulfuric acids. The precursors, or chemical forerunners, of acid
rain formation result from both natural sources, such as volcanoes and decaying
vegetation, and man-made sources, primarily emissions of SO2
and NOxresulting from fossil fuel combustion. In the United States, roughly 2/3
of all SO2 and 1/4 of
all NOx come from
electric power generation that relies on burning fossil fuels, like coal. 
Acid rain occurs when these gases react in the atmosphere with water, oxygen,
and other chemicals to form various acidic compounds. The result is a mild
solution of sulfuric acid and nitric acid. When sulfur dioxide and nitrogen
oxides are released from power plants and other sources, prevailing winds blow
these compounds across state and national borders, sometimes over hundreds of
miles.




15


NOx
Trading Program




The goal
of the NOx Trading Program is to reduce the transport of ground-level ozone
across large distances. The Ozone Transport Commission
(OTC) NOxBudget Program was
implemented from 1999 to 2002 and was replaced by the NOxBudget Trading
Program—also known as the “NOx SIP
Call”—in 2003. The NOxSIP CallProgram
is a market-based cap and trade program created to reduce emissions of nitrogen
oxides (NOx) from
power plants and other large combustion sources in the eastern United States.
NOx is a prime ingredient in the formation of ground-level ozone (smog), a
pervasive air pollution problem in many areas of the eastern United States. The
NOx
Budget Trading Program was designed to reduce NOx emissions
during the warm summer months, referred to as the ozone season, when
ground-level ozone concentrations are highest.




Clean
Air Interstate Rule (CAIR)




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




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




Clean
Air Mercury Rule (CAMR)




On March
15, 2005, EPA issued the Clean Air Mercury Rule (CAMR) to permanently cap and
reduce mercury emissions from coal-fired power plants for the first time ever.
This rule makes the United States the first country in the world to regulate
mercury emissions from utilities.




The goal
of the Clean Air Mercury Rule (CAMR) is to reduce mercury emissions from
coal-fired power plants through “standards of performance” for new and existing
utilities and a market-based cap and trade program.




CAMR
establishes “standards of performance” limiting mercury emissions from new and
existing coal-fired power plants, and creates a market-based cap and trade
program that will reduce nationwide utility emissions of mercury in two distinct
phases. The first phase cap is 38 tons and emissions will be reduced by taking
advantage of “co-benefit” reductions—that is, mercury reductions achieved by
reducing sulfur dioxide (SO2) and
nitrogen oxides (NOx) emissions
under Clean Air
Interstate Rule (CAIR). In the second phase, due in 2018, coal-fired
power plants will be subject to a second cap, which will reduce emissions to 15
tons upon full implementation.




EPA
Emission Monitoring Requirements




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




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




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


16




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




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




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




·
            An
      SO2
      pollutant concentration monitor.




·
            A
      NOx
      pollutant concentration monitor.




·
            A
      volumetric flow monitor.




·
            An
      opacity monitor.




·
            A
      diluent gas (O2 or
      CO2)
      monitor.




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




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




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




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




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




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




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




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




3.
            automatic
      continuous oil sampling plus oil flow
meter




4.
            SO2 and
      flow CEMs.




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




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


17




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




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





PRODUCTS





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





The
Company's current products include the following:





Opacity
monitor: Compliance & non-compliance types





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





Extractive
Continuous Emission Monitors (CEMS)





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





Ammonia
Analyzer





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




Mercury
Analyzer





The EPA
Clean Air Mercury rule requires that all coal fired power plants must provide
continuous mercury monitoring by 2009. Management believes that Cemtrex's SM4
mercury monitor, a result of 10 years experience in mercury monitoring business,
provides reliable online measurements at a much lower cost than any other
competing model in the market. Cemtrex SM4 is the first instrument working on a
thermo catalytic principle avoiding wet chemical sample treatment. As a
consequence, the Company has found that maintenance demand has been drastically
minimized. Management believes that it is the only monitor that required no
maintenance at a coal fired utility wet stack, no carrier gases, no water and
95% data availability SM4 uses straight extractive Teflon sheathed Hastelloy
probe with no plugging or corrosion.





Energy
Efficiency Products





Green
Direct Controlled Ventilation (DCV) systems


18


Green
House gas Technologies


Control
of Ventilation Air methane


Control
of Nitrous oxide


Control
of carbon Dioxide





PRODUCT
DEVELOPMENT





Company
is currently developing a technology to economically control carbon dioxide gas
from flue gases exhausting the stacks of power plants. Company has setup a pilot
plant to test and verify its own proprietary concept to control carbon dioxide
emissions from power plants.





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





PARTS,
REPAIR AND REFURBISHMENT SERVICES





The
Company also provides  replacement  and
spare  parts  and  repair  and  refurbishment
services for its emission monitoring systems following the expiration of its
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 the Company’s 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 performance of the Company’s installed products and systems is a key
factor in gaining business as customers typically prefer to make significant
purchases from a company with a solid performance history.




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




INTELLECTUAL
PROPERTY





Over the
years, the Company has developed proprietary technologies that give 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.
The Company has not filed any patents.


19


MARKETING





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





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





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





CUSTOMERS





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





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





TECHNOLOGY





The
Company has developed a broad range of emission monitoring technological
base.  The Company’s equipment and instruments are used: (i) to
measure particulate, carbon dioxide, nitrogen oxides, mercury and sulfur dioxide
from coal-fired power plants, (ii) to measure particulate from cement plants,
(iii) to measure hydrocarbons, particulate and sulfur dioxide from refineries,
(iv) to measure hydrogen sulfide, carbon monoxide, ammonia, hydrocarbons and
other regulated pollutants from chemical plants, steel plants, incinerators and
other industrial exhausts. Our emission monitors are capable of meeting all
current federal and local emission monitoring standards.  The Company
has not filed any patents with respect to its technology.




BONDING
AND INSURANCE





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





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





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


20





GOVERNMENT
REGULATION





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




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





EMPLOYEES





The
Company employs 21 full time and three part time employees, consisting of one
executive officer, five managers, ten technical engineers, and five clerical and
administrative support persons.  None of our employees are represented
by a labor union. In addition, the Company utilizes commission sales personnel
and contract design engineers, on an as needed basis. There are no employment
agreements.





FACILITIES





The
Company does not own any real estate.





The
Company leases its principal office at Farmingdale, New York, 4000 square feet
of office and warehouse/shop space in a single story commercial structure on a
month to month lease from Ducon Technologies Inc., at a monthly rental of $
2,157.00. The Company’s subsidiary Griffin Filters LLC leases approx. 10,000 sq.
ft. of office and warehouse space in Liverpool, New York from a third party in a
five year lease at a monthly rent of $ 4,225.00 expiring on March 30,
2012.  The Company has no plans to acquire any property in the
immediate future. The Company believes that its current facilities are adequate
for its needs through the next six months, and that, should it be needed,
suitable additional space will be available to accommodate expansion of the
Company's operations on commercially reasonable terms, although there can be no
assurance in this regard. There are no written agreements


21




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 this
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” section hereof.




Three Months Ended Dec. 31,2008
                  
                  
                  2007Revenues
                  
                  $
                  2,220,961
                  
                  
                  $
                  1,238,435Operating
      Expenses
                  
                  $
                  765,693
                  
                  
                  
                  539,522Net
      Income (Loss)
                  
                  $
                  110,005
                  
                  
                  $
                  107,629Net
      Income Per Common Share, Basic and Diluted
                  
                  $
                  0.000
                  
                  
                  $
                  0.00Weighted
      Average Number of Shares
                  
                  
                  34,327,862
                  
                  
                  
                  34,327,862Current
      Assets
                  
                  $
                  1,476,156
                  
                  
                  $
                  2.053,508Total
      Assets
                  
                  $
                  1,883,394
                  
                  
                  $
                  2,238,252Total
      Liabilities
                  
                  $
                  3,148,639
                  
                  
                  $
                  3,613,501Total Stockholders'  Equity
                  
                  $
                  ( 1,265,245
                  )
                  
                  $
                  ( 1,375,249
                  )


22




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




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




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




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




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




RESULTS
OF OPERATIONS




Net Sales:Net sales for
three months ended December 31, 2008 increased by $982,526 or 79.3%, to
$2,220,961 from $1,238,435 for the three months ended December 31, 2007. Sales
growth increased during the period primarily due to increased orders in the
environmental control technology segment of the Company’s business. The overall
market demand for our existing business increased during the current
period.




Gross Profit: Gross profit
for the three  months ended December 31, 2008 increased $227,227 or
33.5%, to $905,443 which made up 40.8% of net sales, from $678,216 for the three
months ended December 31, 2007, which made up 54.8% of net sales. The higher
gross margin in the three months ended December 31, 2007 was a direct result of
the high gross margin monitoring instruments product mix sold during this
period.


23




Operating Expenses:Operating
expenses for the three months ended December 31, 2008 increased $226,171, or
41.9%, to $765,693 from $539,522 for the three month period ended December 31,
2007. Operating expenses as a percentage of sales decreased in the three month
period ended December 31, 2008 to 34.5% from 43.6% in the three month period
ended December 31, 2007. The decrease in operating expenses percentage was
primarily due to higher sales level during the three month period as compared to
last year.




Net Income/Loss:The Company
had net income of $110,005 which was 5.0% of net sales, for the three month
period ended December 31, 2008 as compared to a net income of $107,629, which
was 8.7% of net sales, for the three month period ended December 31, 2007. The
lower net income percentage in the current quarter as compared to the previous
quarter a year ago was a result of lower gross margin and higher operating
expenses during




Provision for Income Taxes:Our effective state and federal tax rate, adjusted for the effect of
certain credits and adjustments, was approximately 38% and 38% for 2008 and
2007, respectively.




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 ($372,483) at December 31, 2008, compared to ($75,249) at September
30, 2008. This included cash and cash equivalents of $257,271 at December 31,
2008 and $60,610 at September 30, 2008, respectively. The reason for the
decrease in working capital was due to lower profitability of
operations.




Trade
receivables decreased $792,264 or 51.8% at December 31, 2008 to $735,967 at
December 31, 2008 from $1,528,231 at September 30, 2008. The decrease in
accounts receivable is attributable to timing of order shipments and receipt of
payments from customers.




Inventories
increased $20,976 or 4.6% to $477,543 at December 31, 2008 from $456,567 at
September 30, 2008.  The increase inventory was due to timing of order
shipment and receipt of fresh inventories.




Continuing
operations generated $664,930 of cash for the three months ended December 31,
2008, compared to use of $404,612 of cash for the three months ended December
31, 2007.  The increase in cash flows was primarily related to
payments of account payable and collection of account receivables timing.
..    Investing activities for continuing operations used
$1,098 of cash during the three months ended December 31, 2008, compared to no
activity during the three months ended December 31, 2007. The use of cash by
investing activities was primarily attributable to the purchase of equipment by
griffin filters.  The financing activities during the three months
ended December 31, 2008 used up $467,171 in cash from repayment of loans to
shareholder and provided $394,643 in cash for the three month period ended
December 31, 2007 from loan proceeds..




We
believe that our cash on hand, cash generated by operations, is sufficient to
meet the capital demands of our current operations during the 2008 fiscal year.
Any major increases in sales, particularly in new products, may require
substantial capital investment. Failure to obtain sufficient capital could
materially adversely impact our growth potential.


24




Outlook




We
anticipate that the outlook for our products and services remains quite 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 mercury monitors, opacity
monitors, carbon credits and air filtration products of subsidiary Griffin
Filters.




Item
3. Quantitative & Qualitative Disclosures about Market Risks




Not
applicable.




Item
4(T). Controls and Procedures




(a)
            Evaluation
      of Disclosure and Procedures




We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of December 31, 2008. This evaluation was carried
out under the supervision and with the participation of our President (Chief
Executive Officer), Arun Govil and our Vice President of Finance, Renato Dela
Rama. Based upon that evaluation, our Chief Executive Officer and Vice President
of Finance concluded that, as of December 31, 2008, our disclosure controls and
procedures were and concluded that it is effective as of such date. Any internal
control system, no matter how well designed, will have inherent limitations.
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 the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.




Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Vice President of Finance,
to allow timely decisions regarding required disclosure.




(b)  Changes
in Internal Controls over financial reporting




There
have been no changes in our internal controls over financial reporting during
our last fiscal quarter, which has materially affected, or is reasonably likely
to materially affect, our internal control over financial
reporting.


25


Part II Other
Information




Item
1. Legal Proceedings




The
Company is not currently a party to any threatened or pending legal proceedings,
other than incidental litigation arising in the ordinary course of
business.  In the opinion of management, the ultimate disposition of these
matters will not have a material adverse effect on the Company’s consolidated
financial position, results of operations or cash flows.




Item
1A Risk Factors




RISKS RELATED TO OUR
BUSINESS





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




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




oIf
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.




oWe
have incurred losses for the fiscal year ending September 30, 2007 and for the
fiscal quarter ending December 31, 2008, and we may incur losses for the
foreseeable future.


We had
net loss of $123,565 for the fiscal year ended September 30, 2007. These losses
have resulted principally from expenses incurred in the extensive demonstration
testing of its new SM4 compliance mercury monitors at various utility sites and
the low gross margin product line of Griffin Filters. We may continue to incur
significant expenditures related to research and development, selling and
marketing and general and administrative activities as well as capital
expenditures and anticipate that our expenses and losses may increase in the
foreseeable future as we expand our business, however, for the year ended
September 30, 2008, we generated a net income of $118,078, and for the three
months ended December 31, 2008, we generated a net income of
$110,005.  Further, as a public company we will also incur significant
legal, accounting and other expenses that we did not incur as a private company.
To achieve profitability, we will need to generate significant additional
revenues with significantly improved gross margins. It is uncertain when, if
ever, we will return to profitability. Even if we were to become profitable, we
might not be able to sustain or increase profitability on a quarterly or annual
basis.




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




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


26


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




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




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




The
Company considers its technology and procedures proprietary.  In
particular, the Company depends substantially on its flexibility to develop
custom engineered solutions for various applications and be responsive to
customer needs.  The Company has not filed for any patents for its
technologies.




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.




o    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.




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




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


27


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




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




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


·
            Retaining
      and keeping qualified employees and management
  personnel;


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


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


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


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


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


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





o   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.




o    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.  The Company has not been materially affected by
the economic downturn, however, if the current downturn continues or worsens,
the Company business, operating results and financial condition may be
materially effected.




o    A
demand for payment of the outstanding loan or the conversion into non-assessable
share of common stock of the Company may have an adverse effect on the
Company.




On April
30, 2007, the Company issued a $1,300,000 Convertible Debenture to Arun Govil,
the Company’s Chairman, CEO, President and Treasurer, in conjunction with the
purchase of Griffin Filters, Inc. pursuant to the Agreement and Assignment of
Membership Interests between Arun Govil and Cemtrex, Inc. The debenture carries
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 is due
and payable on April 30, 2011.




The
debenture has 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, the Debenture Holder shall have the right of
conversion subject o the terms and conditions of the debenture. In the event the
face amount of the debenture is not fully converted on or before April 30, 2011,
the conversion rights will lapse.


28


Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds:




None.




Item
3. Defaults upon Senior Securities:




None




Item
4. Submission of Matters to a Vote of Security Holders:




None




Item
5. Other Information:




None




Item
6. Exhibits




31.1
      (2)
            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
      (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(2)
            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
      (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.


29




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.(Registrant)Dated:
      February 17, 2009
                  
                  By
                  /s/ Arun GovilArun
      Govil, Chairman of the Board, Chief Executive Officer and President
      (Principal Executive Officer)Dated:
      February 17, 2009
                  
                  By
                  /s/ Renato Dela RamaRenato
      Dela Rama, Vice President of Finance  (Principal Financial
      Officer)




30