UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549

FORM 10-Q/A

(Amendment No.
3)

xQUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES ACT OF 1934



For the quarterly period ended June 30,
2014

OR

 ̈TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES ACT OF 1934



For the transition period from ___________to
____________



Commission File Number000-53238







CEMTREX, INC.

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



|Delaware                                                      | 30-0399914                          
|------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation ororganization) | (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.



xYes ̈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 companyx



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

 ̈YesxNo



Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of
July 31, 2014 , the issuer had 40,599,129 shares of common
stock issued and outstanding.











Table of Contents



CEMTREX, INC. AND SUBSIDIARIES



INDEX



|                                   |                                                                                                                           | Page
|---------------------------------- | ------------------------------------------------------------------------------------------------------------------------- | ----
|                                   |                                                                                                                           |     
|PART I.
     FINANCIAL INFORMATION |                                                                                                                          
|                                   |                                                                                                                           |     
|Item 1.                            | Consolidated
    Financial Statements                                                                                     |     
|                                   |                                                                                                                           |     
|                                   | Consolidated
    Balance Sheets as of June 30, 2014 (Unaudited) and September 30, 2013                                    | 3   
|                                   |                                                                                                                           |     
|                                   | Consolidated
    Statements of Operations for the three and nine months Ended June 30, 2014 and June 30, 2013 (Unaudited) | 4   
|                                   |                                                                                                                           |     
|                                   | Consolidated
    Statements of Cash Flow the nine months Ended June 30, 2014 and June 30, 2013 (Unaudited)                | 5   
|                                   |                                                                                                                           |     
|                                   | Notes
    to Unaudited Consolidated Financial Statements                                                                  | 6   
|                                   |                                                                                                                           |     
|Item 2.                            | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations                                 | 12  
|                                   |                                                                                                                           |     
|Item 4.                            | Controls
    and Procedures                                                                                               | 16  
|                                   |                                                                                                                           |     
|PART
    II. OTHER INFORMATION     |                                                                                                                          
|                                   |                                                                                                                           |     
|Item 6.                            | Exhibits                                                                                                                  | 17  
|                                   |                                                                                                                           |     
|SIGNATURES                         | 18                                                                                                                       



Explanatory
Note:The sole purpose of this amendment to Cemtrex, Inc.’s Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2014, filed with the Securities and Exchange Commission on August 6, 2014 (the “Form 10-Q”),
is to correct typographical errors on Exhibit 32.2. No other changes have been made to the Form 10-Q.





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



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



2







Part I. Financial Information



Item 1.   Financial Statements



Cemtrex, Inc. and Subsidiaries

Consolidated Balance Sheets



|                                                                                                                                |  | (UNAUDITED) |            |  | (Derived from       |  
|------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ---------- |  | ------------------- | -
|                                                                                                                                |  |             |            |  | audited financials) |  
|                                                                                                                                |  | June 30,    |            |  | September 30,       |  
|                                                                                                                                |  | 2014        |            |  | 2013                |  
|Assets                                                                                                                          |  |             |            |  |                     |  
|Current assets                                                                                                                  |  |             |            |  |                     |  
|Cash and equivalents                                                                                                            |  | $           | 1,310,238  |  |                     | $
|Trade receivables, net                                                                                                          |  |             | 4,332,122  |  |                     |  
|Trade receivables - related party                                                                                               |  |             | 272,029    |  |                     |  
|Inventory –net of allowance for inventory obsolescence                                                                          |  |             | 7,582,403  |  |                     |  
|Prepaid expenses and other assets                                                                                               |  |             | 1,452,203  |  |                     |  
|Total current assets                                                                                                            |  |             | 14,948,995 |  |                     |  
|                                                                                                                                |  |             |            |  |                     |  
|Property and equipment, net                                                                                                     |  |             | 7,093,270  |  |                     |  
|Goodwill                                                                                                                        |  |             | 997,178    |  |                     |  
|Due from related parties                                                                                                        |  |             | 435,992    |  |                     |  
|Other                                                                                                                           |  |             | 585,655    |  |                     |  
|Total Assets                                                                                                                    |  | $           | 24,061,090 |  |                     | $
|                                                                                                                                |  |             |            |  |                     |  
|Liabilities & Stockholders' Equity (Deficit)                                                                                    |  |             |            |  |                     |  
|Current liabilities                                                                                                             |  |             |            |  |                     |  
|Accounts payable                                                                                                                |  | $           | 3,377,638  |  |                     | $
|Accrued expenses                                                                                                                |  |             | 486,188    |  |                     |  
|Accrued income taxes                                                                                                            |  |             | 37,145     |  |                     |  
|Current portion of long-term liabilities                                                                                        |  |             | 252,500    |  |                     |  
|Total current liabilities                                                                                                       |  |             | 4,153,471  |  |                     |  
|                                                                                                                                |  |             |            |  |                     |  
|Long-term liabilities                                                                                                           |  |             |            |  |                     |  
|Loans payable to bank                                                                                                           |  |             | 11,897,728 |  |                     |  
|Loan payable to related party                                                                                                   |  |             | 3,136,997  |  |                     |  
|Notes payable to shareholder                                                                                                    |  |             | 1,590,134  |  |                     |  
|Total liabilities                                                                                                               |  |             | 20,778,330 |  |                     |  
|                                                                                                                                |  |             |            |  |                     |  
|Commitments and contingencies                                                                                                   |  |             | -          |  |                     |  
|                                                                                                                                |  |             |            |  |                     |  
|Stockholders' equity (deficit)                                                                                                  |  |             |            |  |                     |  
|Preferred stock series A, $0.001 par value, 10,000,000 shares authorized, 1,000,000 shares issued and outstanding, respectively |  |             | 1,000      |  |                     |  
|Common stock, $0.001 par value, 60,000,000 shares authorized, 40,599,129 shares issued and outstanding                          |  |             | 40,599     |  |                     |  
|Additional paid-in capital                                                                                                      |  |             | 165,730    |  |                     |  
|Retained earnings (accumulated deficit)                                                                                         |  |             | 2,826,120  |  |                     |  
|Accumulated other comprehensive income (loss)                                                                                   |  |             | 249,311    |  |                     |  
|Total stockholders' equity (deficit)                                                                                            |  |             | 3,282,760  |  |                     |  
|Total liabilities and stockholders' equity (deficit)                                                                            |  | $           | 24,061,090 |  |                     | $



The accompanying notes are an integral
part of these financial statements



3







Cemtrex, Inc. and Subsidiaries

Consolidated Statements of Operations



(Unaudited)



|                                          |  | For the three months ended |            |   | For the nine months ended |  
|----------------------------------------- |  | -------------------------- | ---------- | - | ------------------------- | -
|                                          |  | June 30,                   |            |   | June 30,                  |  
|                                          |  | 2014                       |            |   | 2013                      |  
|                                          |  |                            |            |   |                           |  
|Revenues                                  |  | $                          | 13,453,734 |   |                           | $
|                                          |  |                            |            |   |                           |  
|Cost of revenues                          |  |                            | 9,253,772  |   |                           |  
|                                          |  |                            |            |   |                           |  
|Gross profit                              |  |                            | 4,199,962  |   |                           |  
|                                          |  |                            |            |   |                           |  
|Operating expenses                        |  |                            |            |   |                           |  
|General and administrative                |  |                            | 3,364,778  |   |                           |  
|Total operating expenses                  |  |                            | 3,364,778  |   |                           |  
|Operating income (loss)                   |  |                            | 835,184    |   |                           |  
|                                          |  |                            |            |   |                           |  
|Other income (expense)                    |  |                            |            |   |                           |  
|Other Income (expense)                    |  |                            | 45,601     |   |                           |  
|Interest Expense                          |  |                            | (148,261   | ) |                           |  
|Total other income (expense)              |  |                            | (102,660   | ) |                           |  
|                                          |  |                            |            |   |                           |  
|Net income (loss) before income taxes     |  |                            | 732,524    |   |                           |  
|                                          |  |                            |            |   |                           |  
|Provision for income taxes                |  |                            | 16,424     |   |                           |  
|Net income (loss)                         |  | $                          | 716,100    |   |                           | $
|                                          |  |                            |            |   |                           |  
|Income (Loss) Per Share-Basic             |  | $                          | 0.02       |   |                           | $
|Income (Loss) Per Share-Diluted           |  | $                          | 0.02       |   |                           | $
|                                          |  |                            |            |   |                           |  
|Weighted Average Number of Shares-Basic   |  |                            | 40,599,129 |   |                           |  
|Weighted Average Number of Shares-Diluted |  |                            | 40,599,129 |   |                           |  



The accompanying notes are an integral
part of these financial statements



4







Cemtrex, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)



|                                                                            |  | For the nine months ended |            
|--------------------------------------------------------------------------- |  | ------------------------- | -----------
|                                                                            |  | June 30,                  |            
|                                                                            |  | 2014                      |            
|Cash Flows from Operating Activities                                        |  |                           |            
|                                                                            |  |                           |            
|Net income (loss)                                                           |  | $                         | 1,902,267  
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                           |            
|Depreciation and amortization                                               |  |                           | 194,759    
|Changes in operating assets and liabilities:                                |  |                           |            
|Trade receivables                                                           |  |                           | (2,756,515 
|Due from related party                                                      |  |                           | (81,842    
|Inventory                                                                   |  |                           | (2,481,705 
|Prepaid expenses and other assets                                           |  |                           | (1,020,072 
|Others                                                                      |  |                           | (359,415   
|Accounts payable                                                            |  |                           | 2,806,153  
|Accrued expenses                                                            |  |                           | 422,563    
|Income taxes payable                                                        |  |                           | 37,145     
|Net cash used in operating activities                                       |  |                           | (1,336,662 
|                                                                            |  |                           |            
|Cash Flows from Investing Activities                                        |  |                           |            
|Purchase of property and equipment                                          |  |                           | (7,164,219 
|Purchase of investments                                                     |  |                           | -          
|Investment in subsidiary                                                    |  |                           | (6,270,173 
|Net Cash Used in Investing Activities                                       |  |                           | (13,434,392
|                                                                            |  |                           |            
|Cash Flows from Financing Activities                                        |  |                           |            
|Proceeds from affiliated Loan                                               |  |                           | 3,864,101  
|Proceeds from bank loan                                                     |  |                           | 12,150,228 
|Bank overdraft                                                              |  |                           | -          
|Net Cash Provided by (Used by) Financing Activities                         |  |                           | 16,014,329 
|                                                                            |  |                           |            
|Net increase (decrease) in cash                                             |  |                           | 1,243,275  
|Cash beginning of period                                                    |  |                           | 66,963     
|Cash end of period                                                          |  | $                         | 1,310,238  
|                                                                            |  |                           |            
|Supplemental 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 Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



NOTE 1 – ORGANIZATION AND PLAN OF OPERATIONS



Cemtrex Inc. ("Cemtrex"
or the "Company") is a diversified international technology company offering a range of products, systems, and solutions
to meet today’s industrial and manufacturing challenges. Cemtrex, through its wholly owned subsidiaries provides electronic
manufacturing services of custom engineered printed circuit board assemblies, emission monitors & instruments for industrial
processes, and environmental control & air filtration systems for industries & utilities.



Cemtrex’s Electronic
Manufacturing Services (EMS) business includes printed circuit board assemblies and completely assembled electronic products along
with custom manufactured cable system. The Company’s EMS business also provides engineering services to develop prototypes
for new printed circuit board manufacturing requirements. Cemtrex’s Environmental Products & Systems (EPS) business includes
complete line of air filtration and environmental control products such as baghouse filters and precipitators to control particulate
in a wide variety of industries and utilities worldwide. The Company’s EPS business also sells, and services instruments,
software and systems for industrial process optimization and emission monitoring of Greenhouse gases, hazardous gases, particulate
and other regulated pollutants discharging from industrial and utility stacks.



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 October 31, 2013,
the Company completed the acquisition of the privately held ROB Group, a leader in electronics manufacturing solutions located
in Neulingen, Germany. The ROB Group, founded in 1989, consisted of 4 distinct operating companies, forming a complete electronics
design, manufacturing, assembly, and cabling solutions provider that serves the electronics and cabling needs of some of the largest
companies in the world in the Medical, Automation, Industrial, and Renewable Energy industries. The ROB Group also has a manufacturing
facility in Sibiu, Romania. ROB Cemtrex GmbH now operates as a subsidiary of Cemtrex, Inc. (see NOTE 7).



NOTE 2 – BASIS OF PRESENTATION AND CRITICAL ACCOUNTING
POLICIES



Basis of Presentation and Use of Estimates



The accompanying unaudited
financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included
in the Annual Report on Form 10-K for the year ended September 30, 2013 (“2013 Annual Report”) of Cemtrex Inc.
(“Cemtrex” or the “Company”). A summary of the Company’s significant accounting policies is identified
in Note 1 of the notes to the consolidated financial statements included in the Company’s 2013 Annual Report. There have
been no changes in the Company’s significant accounting policies subsequent to September 30, 2013.



The accompanying unaudited
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites
States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X pursuant to the requirements of the U.S. Securities and Exchange Commission (‘SEC”). Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation
have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations
for the entire year.



The preparation of
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities as of the date of the consolidated financial statements, the disclosure of contingent assets
and liabilities in the consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses
and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions
the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company's management.
The Company evaluates its estimates and assumptions on an ongoing basis.



6







Cemtrex, Inc. and Subsidiaries



The consolidated financial
statements of the Company include the accounts of Cemtrex and its 100 % owned subsidiaries as listed below.   All
significant intercompany balances and transactions have been eliminated.



|Name of consolidated |  | State or other jurisdiction of |  | Date of incorporation or                       |  | Attributable |    
|-------------------- |  | ------------------------------ |  | ---------------------------------------------- |  | ------------ | ---
|subsidiary or entity |  | incorporation or organization  |  | formation (date of acquisition, if applicable) |  | interest     |    
|                     |  |                                |  |                                                |  |              |    
|Griffin Filters, LLC |  | New York                       |  | September 6,2005 (April 30,2007)               |  |              | 100
|ROB Cemtrex GmbH     |  | Germany                        |  | August 15, 2013 (October 31, 2013)             |  |              | 100
|Cemtrex Ltd          |  | Hong Kong                      |  | September 4, 2013                              |  |              | 100



Significant Accounting Policies



Note 2 of the Notes
to Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2013, includes
a summary of the significant accounting policies used in the preparation of the consolidated financial statements.



Revenue recognition for ROB Cemtrex
GmbH



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



Foreign Currency Translation Gain and
Comprehensive Income (Loss)



In countries in which the Company operates,
and the functional currency is other than the U.S. dollar, assets and liabilities are translated using published exchange rates
in effect at the consolidated balance sheet date. Revenues and expenses and cash flows are translated using an approximate weighted
average exchange rate for the period. Resulting translation adjustments are recorded as a component of accumulated other comprehensive
income on the accompanying consolidated balance sheet. For the June 30, 2014 and September 30, 2013, comprehensive income includes
gains of $249,311 and $0, respectively, which were entirely from foreign currency translation.



Reclassifications



Certain reclassifications
have been made to prior period amounts to conform to the current period presentation.



NOTE 3 – TRADE RECEIVABLES, NET



Trade receivables,
net consist of the following:



|                              |  | June 30, |           |   | September 30, |  
|----------------------------- |  | -------- | --------- | - | ------------- | -
|                              |  | 2014     |           |   | 2013          |  
|Trade receivables             |  | $        | 4,372,122 |   |               | $
|Allownce for doubful accounts |  |          | (40,000   | ) |               |  
|                              |  | $        | 4,332,122 |   |               | $



7







Cemtrex, Inc. and Subsidiaries



Trade receivables include amounts
due for shipped products and services rendered.



Allowance for doubtful
accounts include estimated losses resulting from the inability of our customers to make required payments.



NOTE 4 – INVENTORY, NET



Inventory, net of reserves,
consist of the following:



|                                                       |  | June 30, |           |   | September 30, |  
|------------------------------------------------------ |  | -------- | --------- | - | ------------- | -
|                                                       |  | 2014     |           |   | 2013          |  
|Raw materials                                          |  | $        | 4,989,678 |   |               | $
|Work in progress                                       |  |          | 1,428,581 |   |               |  
|Finished goods                                         |  |          | 1,313,111 |   |               |  
|                                                       |  |          | 7,731,370 |   |               |  
|                                                       |  |          |           |   |               |  
|Less: Allowance for inventory obsolencence             |  |          | (148,967  | ) |               | $
|Inventory –net of allowance for inventory obsolescence |  | $        | 7,582,403 |   |               | $



NOTE 5 – PROPERTY AND EQUIPMENT



Property and equipment
are summarized as follows:



|                               |  | June 30, |           |   | September 30, |  
|------------------------------ |  | -------- | --------- | - | ------------- | -
|                               |  | 2014     |           |   | 2013          |  
|Land                           |  |          | 1,144,361 |   |               | $
|Building                       |  |          | 4,633,105 |   |               |  
|Furniture and office equipment |  |          | 335,903   |   |               |  
|Computer software              |  |          | 11,245    |   |               |  
|Machinery and equipment        |  |          | 1,405,902 |   |               |  
|                               |  |          | 7,530,516 |   |               |  
|                               |  |          |           |   |               |  
|Less: Acumulated depreciation  |  |          | (437,246  | ) |               |  
|Property and equipment, net    |  |          | 7,093,270 |   |               | $



NOTE 6 – LONG-TERM LIABILITIES



Loan payable to bank



On October 31, 2013,
the company acquired a loan from Sparkasse Bank of Germany in the amount of €3,000,000 ($4,006,500, based upon exchange rate
on October 31, 2013) in order to fund the purchase of ROB Cemtrex GmbH. $3,133,286 of the proceeds went to direct purchase of ROB
Cemtrex GmbH and $873,214 funded beginning operations. This loan carries interest of 4.95% per annum and is payable on October
30, 2021.



On October 31, 2013,
the company acquired a loan from Sparkasse Bank of Germany in the amount of €1,000,000 ($1,335,500, based upon exchange rate
on October 31, 2013) in order to further fund the operations of ROB Cemtrex GmbH. This loan carries interest of 4.00% per annum
and is payable on October 30, 2015.



8







Cemtrex, Inc. and Subsidiaries



On March 1, 2014 the
Company completed the purchase of the building that ROB Cemtrex GmbH occupies in Neulingen, Germany. The purchase was fully financed
through Sparkasse Bank of Germany for €4,000,000 ($5,500,400 based upon the exchange rate on March 1, 2014). This mortgage
carries interest of 3.00% and is payable over 17 years.



Loan payable to Shareholder



Please see Note 8 –
Related Party Transactions for details on loans payable to Arun Govil.



NOTE 7 – BUSINESS COMBINATION



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



The operating results
of ROB Cemtrex GmbH from October 31, 2013 to June 30, 2014 are included in the accompanying Consolidated Statement of Operations.
The Consolidated Balance Sheet as of June 30, 2014 reflects the acquisition of ROB Cemtrex GmbH, effective October 31, 2013. The
acquisition date fair value of the total consideration transferred was $6.27 million, which consisted of the following:



|Loan from bank          |  |   | 3,133,286 | 
|----------------------- |  | - | --------- | 
|Loan from related party |  |   | 3,136,887 | 
|Total Purchase Price    |  | $ | 6,270,173 | 



In accordance with
Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"), the total purchase consideration
is allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair
values as of October 31, 2013 (the acquisition date). The purchase price was allocated based on the information currently available,
and may be adjusted after obtaining more information regarding, among other things, asset valuations, liabilities assumed, and
revisions of preliminary estimates.



The following table
summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:



|Inventories            |  | $ | 4,941,350 | 
|---------------------- |  | - | --------- | 
|Property and Equipment |  |   | 1,201,950 | 
|Goodwill               |  |   | 113,518   | 
|Other long-term assets |  |   | 13,355    | 
|Net assets acquired    |  | $ | 6,270,173 | 



9







Cemtrex, Inc. and Subsidiaries



The following unaudited
supplemental proforma information presents the financial results of ROB group of companies as if the acquisition of ROB Cemtrex
GmbH occurred on October 1, 2012:



|                                            |  | For the three months ended |            |  | For the nine months ended |  
|------------------------------------------- |  | -------------------------- | ---------- |  | ------------------------- | -
|                                            |  | June 30,                   |            |  | June 30,                  |  
|                                            |  | 2014                       |            |  | 2013                      |  
|Revenue                                     |  | $                          | 13,453,734 |  |                           | $
|                                            |  |                            |            |  |                           |  
|Net income (loss)                           |  |                            | 716,100    |  |                           | $
|                                            |  |                            |            |  |                           |  
|Basic and diluted earnings (loss) per share |  | $                          | 0.02       |  |                           | $



NOTE 8 – RELATED PARTY TRANSACTIONS



The Company had sales
to Ducon Technologies, Inc., a related party, totaling $0 and $4,409,520 for the three months ended June 30, 2014 and 2013, respectively
and $319,053 and $9,268,852 for the nine months ended June 30, 2014 and 2013, respectively. The accounts receivable from Ducon
Technologies, Inc. totaled $272,029 at June 30, 2014 and $1,078,352 at June 30, 2013.



The Company has prepaid
Ducon Technologies, Inc. a related party in the amount of $0 and $340,000 for supplies at June 30, 2014 and June 30,
2013.



The Company leases
its principal office at Farmingdale, New York, 4,000 square feet of office and warehouse/shop space in a single story commercial
structure on a month to month lease from Ducon Technologies Inc., at a monthly rental of $4,000.



The company has made
investments into Pluto Technologies, Inc. (Pluto) in order to potentially expand its product lines. Pluto is engaged in the business
of developing applications for mobile devices and is fully owned and operated by Saagar Govil CEO of Cemtrex, Inc. Notes were issued
in the amounts of $80,000, $274,150, and $81,842 all threewith terms of 5%per annum, payable in full on October 1, 2015. These notes appear on our Consolidated
Balance Sheets under “Due from related parties”.



Notes payable to Arun
Govil, the Company’s former Chairman of the Board, total $1,590,134 and $1,106,166 at June 30, 2014 and September 30, 2013,
respectively. These notes are unsecured and carry 5% interest per annum.



On September 8th, 2009,
the Company issued 1,000,000 Series A Preferred Shares and 2,500,000 common shares to Arun Govil, former Chairman of the Company,
in conjunction with the termination of a convertible note in the amount of $1,300,000 that was convertible into 30,000,000 non-assessable
shares of common stock of the Company at $0.001 (par value) per share.



NOTE 9 – STOCKHOLDERS’ EQUITY



Series A Preferred Stock



The Company is authorized
to issue 10,000,000 shares of Series A Preferred Stock, $0.001 par value. As of June 30, 2014 and September 30, 2013, there were
1,000,000 shares issued and outstanding, respectively.



Each issued and outstanding
Series A Preferred Share shall be entitled to the number of votes equal to the result of: (i) the number of shares of common stock
of the Company issued and outstanding at the time of such vote multiplied by 1.01; divided by (ii) the total number of Series A
Preferred Shares issued and outstanding at the time of such vote, at each meeting of shareholders of the Company with respect to
any and all matters presented to the shareholders of the Company for their action or consideration, including the election of directors.
Holders of Series A Preferred Shares shall vote together with the holders of Common Shares as a single class.



During the three and
nine month period ending June 30, 2014 and 2013, the Company did not issue any Series A Preferred Stock.



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Cemtrex, Inc. and Subsidiaries



Common Stock



The Company is authorized
to issue 60,000,000 shares of common stock, $0.001 par value. As of June 30, 2013and September 30, 2012, there were 40,599,129
shares issued and outstanding, respectively.



During the three and
nine month periods ending June 30, 2014 and 2013, the Company did not issue any Common Stock.



During the nine month
period ending June 30, 2014 the company issued stock options for 600,000 shares to three key executives of ROB Cemtrex GmbH. These
options have a call price of $0.30 per share, vest over four years, and expire after six years.



NOTE 10 – COMMITMENTS AND CONTIGENCIES



The Company’s
subsidiary Griffin Filters LLC leases approx. 5,000 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 $2,200 expiring on March 31, 2018.



The Company’s
subsidiary ROB Cemtrex GmbH owns and has a 17 year 3.00% interest mortgage on their 100,000 sq. ft. building in Neulingen, Germany.
Monthly mortgage payments are €25,000 through March 2031.



NOTE 11 – RECENTLY ISSUED ACCOUNTING
STANDARDS



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



NOTE 12 - SUBSEQUENT EVENTS



The Company evaluated
subsequent events through the filing date of its Form 10-Q for the quarter ended June 30, 2014. The Company is not aware of any
subsequent events that would require recognition or disclosure in the consolidated financial statements.



11







Cemtrex, Inc. and Subsidiaries



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



Except for historical
information contained in this report, the matters discussed are forward-looking statements that involve risks and uncertainties.
When used in this report, words such as “anticipates”, “believes”, “could”, “estimates”,
“expects”, “may”, “plans”, “potential” and “intends” and similar expressions,
as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based
on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s
management. Among the factors that could cause actual results to differ materially are the following: the effect of business and
economic conditions; the impact of competitive products and their pricing; unexpected manufacturing or supplier problems; the Company’s
ability to maintain sufficient credit arrangements; changes in governmental standards by which our environmental control products
are evaluated and the risk factors reported from time to time in the Company’s SEC reports, including its recent report on
Form 10-K. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments.



General Overview



The Company was incorporated
on April 27, 1998, in the state of Delaware under the name "Diversified American Holdings, Inc." The Company subsequently
changed its name to "Cemtrex Inc." on December 16, 2004. Unless the context requires otherwise, all references to “we”,
“our”, “us”, “Company”, “registrant”, “Cemtrex” or “management”
refer to Cemtrex, Inc. and its subsidiaries. Cemtrex is a technology company that operates in a wide array of business segments
and provides solutions to meet today's industrial and manufacturing challenges. The Company provides electronic manufacturing services
of printed circuit board assemblies, provides instruments & emission monitors for industrial processes, and provides industrial
air filtration & environmental control systems.



Cemtrex’s Electronic
Manufacturing Services (EMS) business includes printed circuit board assemblies and completely assembled electronic products along
with custom manufactured cable system. The Company’s EMS business also provides engineering services to develop prototypes
for new printed circuit board manufacturing requirements. Cemtrex’s Environmental Products & Systems (EPS) business includes
complete line of air filtration and environmental control products such as baghouse filters and precipitators to control particulate
in a wide variety of industries and utilities worldwide. The Company’s EPS business also sells, and services instruments,
software and systems for industrial process optimization and emission monitoring of Greenhouse gases, hazardous gases, particulate
and other regulated pollutants discharging from industrial and utility stacks.



Critical Accounting Policies and Estimates



Our discussion and
analysis of our financial condition and results of operations are based upon the accompanying unaudited condensed consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States
(“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments,
estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures
at the date of the financial statements and during the reporting period. Although these estimates are based on our knowledge of
current events, our actual amounts and results could differ from those estimates. The estimates made are based on historical factors,
current circumstances, and the experience and judgment of our management, who continually evaluate the judgments, estimates and
assumptions and may employ outside experts to assist in the evaluations.



Certain of our accounting
policies are deemed “critical”, as they are both most important to the financial statement presentation and require
management’s most difficult, subjective or complex judgments as a result of the need to make estimates about the effect of
matters that are inherently uncertain. For a discussion of our critical accounting policies, see “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September
30, 2013.



12







Cemtrex, Inc. and Subsidiaries



Results of Operations - For the three Months ending June
30, 2014 and 2013



Total revenue for the
three months ended June 30, 2014 and 2013 was $13,453,734 and $5,332,157, respectively, an increase of $8,121,577, or 152%. Net
income for the three months ended June 30, 2014 and 2013 was $716,100 and $7,668, respectively, an increase of $708,432, or 9,239%.
The net income percentage in the period as compared to the previous one was higher as a result of the acquisition of ROB Cemtrex
GmbH and execution of more profitable environmental and filtration projects.



Revenues



Environmental products
and systems revenues for three months ended June 30, 2014 increased by $180,980 or 3%, to $5,513,137 from $5,332,157 for the three
months ended June 30, 2013. The increase was primarily due to an increased demand for environmental control equipment in foreign
markets.



Electronics manufacturing
services revenues for three months ended June 30, 2014 was $7,940,597 as compared to $0 for the three months ended June 30, 2013.
The increase was primarily due to the acquisition of ROB Cemtrex GmbH.



Gross Profit



Gross Profit for the
three months ended June 30, 2014 was $4,199,962 or 31% of revenues as compared to gross profit of $327,023 or 6% of revenues for
the three months ended June 30, 2013. The increase in gross profit percentage in the three months ended June 30, 2014 was a direct
result of high profit margin jobs shipped during this period as compared to the same quarter in the prior year. The higher dollar
amount of gross profit was due to the ROB Cemtrex GmbH acquisition.



Operating Expenses



Operating
expenses for the three months ended June 30, 2014 increased $3,061,031 or 1,008% to $3,364,778 from $286,529 for the three months
ended June 30, 2013. Operating expenses as a percentage of revenue increased in the three month period ended June 30, 2014 to 25%
from 6% in the three month period ended June 30, 2013. The increase in operating expenses were primarily due to the acquisition
of ROB Cemtrex GmbH.



Other Income/(Expense)



Interest and other
income/(expense) for the third quarter of 2014 was $(102,660) as compared to $(12,308) for the third quarter of 2013. The increase
was due primarily to interest expense recognition on loans used to acquire ROB Cemtrex GmbH.



Provision for Income Taxes



During the third quarter
of 2014 we recorded an income tax benefit/provision of $16,424 compared to $3,300 for the second quarter of 2013. The provision
for income tax is based upon the projected income tax from the Company’s various international subsidiaries that are subject
to foreign income taxes.



Net Income/Loss



The Company had net
income of $716,100 or 5% of revenues, for the three month period ended June 30, 2014 as compared to a net income of $7,668 or .1%
of revenues, for the three months ended June 30, 2013. Net income in the third quarter increased, as compared to net income in
the same period last year, due to higher overall sales due to the acquisition of ROB Cemtrex GmbH. The net income percentage in
the period as compared to the previous one was higher as a result of the acquisition of ROB Cemtrex GmbH and execution of profitable
environmental and filtration projects.



13







Cemtrex, Inc. and Subsidiaries



Results of Operations - For the nine
Months ending June 30, 2014 and 2013



Total revenue for the
nine months ended June 30, 2014 and 2013 was $33,966,686 and $11,138,665, respectively, an increase of $22,828,021, or 205%. Net
income for the nine months ended June 30, 2014 and 2013 was $1,902,267 and $231,010, respectively, an increase of $1,671,257, or
723%. The improvement was primarily due to the acquisition of Rob Cemtrex GmbH and execution of more profitable environmental and
filtration projects.



Revenues



Environmental products
and systems revenues for nine months ended June 30, 2014 increased by $894,464 or 8%, to $12,033,129 from $11,138,665 for the nine
months ended June 30, 2013. The increase was primarily due to an increased demand for environmental control equipment in foreign
markets.



Electronics manufacturing
services revenues for three months ended June 30, 2014 was $7,940,597 as compared to $0 for the three months ended June 30, 2013.
The increase was primarily due to the acquisition of ROB Cemtrex GmbH.





Gross Profit



Gross Profit for the
nine months ended June 30, 2014 was $11,069,826 or 33% of revenues as compared to gross profit of $1,214,667 or 11% of revenues
for the nine months ended June 30, 2013. The increase in gross profit percentage in the nine months ended June 30, 2014 was a direct
result of high profit margin jobs shipped during this period as compared to the same period in the prior year. The higher dollar
amount of gross profit was due to the ROB Cemtrex GmbH acquisition.



Operating Expenses



Operating
expenses for the nine months ended June 30, 2014 increased $8,092,498 or 949% to $8,944,826 from $852,328 for the nine months ended
June 30, 2013. Operating expenses as a percentage of revenue increased in the nine month period ended June 30, 2014 to 26% from
8% in the nine month period ended June 30, 2013. The increase in operating expenses was primarily due to the acquisition of ROB
Cemtrex GmbH.



Other Income/(Expense)



Interest and other
income/(expense) for the first three quarters of 2014 was $(189,033) as compared to $(32,329) for the first three quarters of 2013.
The increase was due primarily to interest expense recognition on loans used to acquire ROB Cemtrex GmbH.



Provision for Income Taxes



During the first three
quarters of 2014 we recorded an income tax provision of $33,700 compared to $99,000 for the first three quarters of 2013. The provision
for income tax is based upon the projected income tax from the Company’s various international subsidiaries that are subject
to foreign income taxes.



Net Income/Loss



The Company had net
income of $1,902,267 or 6% of revenues, for the nine month period ended June 30, 2014 as compared to a net income of $231,010 or
2% of revenues, for the nine months ended June 30, 2013. Net income in the first three quarters increased, as compared to net income
in the same period last year, due to higher overall sales due to the acquisition of ROB Cemtrex GmbH. The net income percentage
in the period as compared to the previous one was higher as a result of the acquisition of Rob Cemtrex GmbH and execution of profitable
environmental and filtration projects.



14







Cemtrex, Inc. and Subsidiaries



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 $10,795,524 at June 30, 2014 compared to $1,870,968 at September 30, 2013. This includes cash and cash equivalent of
$1,310,238 at June 30, 2014 and $66,963 at September 30, 2013, respectively. The reason for the increase in working capital was
due to the acquisition of Rob Cemtrex GmbH.



Trade receivables increased
$2,756,515 or 149% to $4,604,151 at June 30, 2014 from $1,847,636 at September 30, 2013. The increased in trade receivables is
attributable to larger operation as a result of acquisition of Rob Cemtrex GmbH.



Inventories increased
$7,423,055 or 4,658% to $7,582,403 at June 30, 2014 from $159,348 at September 30, 2013. The increase in inventories was due to
acquisition of Rob Cemtrex GmbH and inventory purchases of $2,481,705.



Operating activities
used $1,336,662 for the nine months ended June 30, 2014 compared to using $740,560 of cash for the nine months ended June 30, 2013.
The increase in operating cash flows was primarily due to increase in sales and inventory due to the acquisition of ROB Cemtrex-GmbH.



Investment activities
used $13,434,392 of cash compared to using $145,504 during the nine month period ended June 30, 2014. The increase was primarily
due to the acquisition of Rob Cemtrex GmbH, and the purchase of the building in Neulingen, Germany (see NOTE 6).



Financing activities
provided $16,014,329 for the nine month period ended June 30, 2014 as compared to providing $622,630 in the nine month period ended
June 30, 2014. The increase is primarily related to loans received by the Company for Rob Cemtrex GmbH acquisition and the mortgage
on the building and land in Neulingen, Germany (see NOTE 6).



We believe that our
cash on hand, cash generated by operations, is sufficient to meet the capital demands of our current operations during the 2014
fiscal year (ending September 30, 2014). 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.



15







Cemtrex, Inc. and Subsidiaries



Item 4. Controls and Procedures

Evaluation of Disclosure Controls and
Procedures



Disclosure controls
and procedures reporting as promulgated under the Exchange Act is defined as controls and procedures that are designed to ensure
that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed,
summarized and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include
without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer
(“CEO”) and Chief Financial Officer (“CFO”), or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.



Our CEO and our CFO
have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2014 and
have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2014.



Changes in Internal Control Over Financial
Reporting



There was no change
in the Company’s internal control over financial reporting during the Company’s last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.



16







Cemtrex, Inc. and Subsidiaries



Part II Other Information



Item 6. Exhibits



|31.1 | Certification of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                  
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                           
|31.2 | Certification of Vice President of Finance and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     |                                                                                                                                                                                                           
|32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.                                                             
|     |                                                                                                                                                                                                           
|32.2 | Certification of Vice President of Finance and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.                           



17







Cemtrex, Inc. and Subsidiaries



Signatures



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



|                         |     | Cemtrex, Inc.                  
|------------------------ | --- | -------------------------------
|                         |     |                                
|Dated: February 26, 2015 | By: | /s/Saagar Govil                
|                         |     | Saagar Govil                   
|                         |     | Chief Executive Officer        
|                         |     |                                
|Dated: February 26, 2015 |     | /s/Renato Dela Rama            
|                         |     | Renato Dela Rama               
|                         |     | Vice President of Finance      
|                         |     | and Principal Financial Officer



18