CEMTREX INC — Interim / Quarterly Report 2014

Nov 10, 2016

10-Q/A 1 form10-qa.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 2)

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

For the quarterly period ended March 31, 2014

OR

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

For the transition period from ___________to ____________

Commission File Number 001-37464

CEMTREX, INC.

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

Delaware	30-0399914
(State
or other jurisdiction of incorporation or organization)	(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 November 2, 2016 , the issuer had 9,777,926 shares of common stock issued and outstanding.

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Cemtrex, Inc. and Subsidiaries

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

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

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Cemtrex, Inc. and Subsidiaries

Item 6. Exhibits

| Exhibit

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

1. | | 32.2* | Certification of Vice President of Finance and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002. | | 101.INS** | XBRL Instance Document | | 101.SCH** | XBRL Taxonomy Extension Schema | | 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase | | 101.DEF** | XBRL Taxonomy Extension Definition Linkbase | | 101.LAB** | XBRL Taxonomy Extension Label Linkbase | | 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase |

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

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

*** Incorporated by reference or filed herewith.

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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.

| Dated: November 10, 2016 | /s/ Saagar Govil . | | --- | --- | | | Saagar Govil | | | Chief Executive Officer | | Dated: November 10, 2016 | /s/ Renato Dela Rama . | | | Renato Dela Rama | | | Vice President of Finance | | | and Principal Financial Officer |

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EXHIBIT INDEX

| Exhibit

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

1. | | 32.2* | Certification of Vice President of Finance and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002. | | 101.INS** | XBRL Instance Document | | 101.SCH** | XBRL Taxonomy Extension Schema | | 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase | | 101.DEF** | XBRL Taxonomy Extension Definition Linkbase | | 101.LAB** | XBRL Taxonomy Extension Label Linkbase | | 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase |

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

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

*** Incorporated by reference or filed herewith.

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