UNITED STATES


SECURITIES AND EXCHANGE COMMISSION





Washington, D.C. 20549


FORM 10-Q/A


Amendment No. 1





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


OF THE SECURITIES ACT OF 1934





For the quarterly period ended March 31, 2011


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 May 10, 2011, the issuer had 40,111,324 shares of common stock issued and outstanding.








EXPLANATORY NOTE





The purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, as filed with the Securities and Exchange Commission on May 16 2011 is to amend and correct the certifications required by Exchange Act Rule 13a-14(a).





No other changes have been made to the Form 10-Q other than the furnishing of the revised certifications described above.  This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.








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.




* Furnished herewith








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: September 8 2011

By
/s/ Arun GovilArun Govil, Chairman of the Board, Chief Executive Officer

and President (Principal Executive Officer)Dated: September 8, 2011

By
/s/ Renato Dela RamaRenato Dela Rama, Vice President of Finance  (Principal

Financial Officer)