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~~March 31, ~~2020~~2021

[ ] 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 registrant as specified in its charter)

Delaware

30-0399914

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

276 Greenpoint Ave, Suite 208, Brooklyn, NY		11222
(Address of principal executive offices)		(Zip Code)

~~631-756-9116~~

~~(Registrant’s telephone number, including area code)~~

631-756-9116

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock	CETX	Nasdaq Capital Market
Series 1 Preferred Stock	CETXP	Nasdaq Capital Market
Series 1 Warrants	CETXW	Nasdaq Capital Market

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

[ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

[X]

Yes

[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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

[ ]

Yes

[X]

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 25,~~June 18, 2021, the issuer had 18,711,463 shares of common stock issued and outstanding.

Table of Contents

CEMTREX, INC. AND SUBSIDIARIES

INDEX

		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of ~~December~~March 31, ~~2020~~2021 (Unaudited) and September 30, 2020 (Restated)	3

	Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) for the three months ended ~~December~~March 31, ~~2020~~2021 (Unaudited) and ~~December~~March 31, ~~2019~~2020 (Restated)	4

	Consolidated Statement of Stockholders’ Equity for the three months ended ~~December~~March 31, ~~2020~~2021 (Unaudited)/(Restated)	5

	Consolidated Statement of Stockholders’ Equity for the three months ended ~~December~~March 31, ~~2019~~2020 (Unaudited)/(Restated)	6

	Condensed Consolidated Statements of Cash Flow for the three months ended ~~December~~March 31, ~~2020~~2021 (Unaudited) and ~~December~~March 31, ~~2019~~2020 (Restated)	7

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2423

Item 4.	Controls and Procedures	28

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 6.	Exhibits	30

SIGNATURES			32

Part I. Financial Information

Item 1. Financial Statements

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets


	(UNAUDITED)			(Restated)			(UNAUDITED)			(Restated)
	December 31,			September 30,			March 31,			September 30,
Assets	2020			2020			2021			2020
Current assets
Cash and equivalents	$	15,866,068		$	19,490,061		$	15,573,734		$	19,490,061
Restricted cash		1,799,428			1,582,798			1,706,926			1,582,798
Short-term investments		1,092,835			887,746			522,612			887,746
Trade receivables, net		4,477,644			6,686,797			5,403,292			6,686,797
Trade receivables - related party		1,670,201			1,432,209			1,498,776			1,432,209
Inventory –net of allowance for inventory obsolescence		7,426,416			6,793,806			7,358,808			6,793,806
Prepaid expenses and other assets		943,566			1,188,317			1,820,031			1,188,317
Total current assets		33,276,158			38,061,734			33,884,179			38,061,734

Property and equipment, net		6,682,041			6,961,751			7,335,201			6,961,751
Right-of-use assets		2,680,187			2,728,380			2,862,154			2,728,380
Assets held for sale		8,323,321			8,323,321			8,323,321			8,323,321
Goodwill		5,710,668			4,370,894			5,886,096			4,370,894
Other		1,103,149			744,207			1,074,861			744,207
Total Assets	$	57,775,524		$	61,190,287		$	59,365,812		$	61,190,287

Liabilities & Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	2,155,532		$	2,857,817		$	2,314,545		$	2,857,817
Short-term liabilities		6,308,840			7,034,510			6,595,935			7,034,510
Lease liabilities - short-term		749,738			721,036			764,108			721,036
Deposits from customers		33,199			29,660			96,468			29,660
Accrued expenses		2,348,582			2,392,487			2,676,724			2,392,487
Deferred revenue		1,262,302			1,651,784			1,473,041			1,651,784
Accrued income taxes		15,219			89,318			553			89,318
Total current liabilities		12,873,412			14,776,612			13,921,374			14,776,612

Long-term liabilities
Loans payable to bank		1,600,011			1,871,201			1,323,989			1,871,201
Long-term lease liabilities		1,944,754			2,027,406			2,106,545			2,027,406
Notes payable		5,325,105			6,029,999			3,154,743			6,029,999
Mortgage payable		2,331,380			2,355,542			2,306,834			2,355,542
Other long-term liabilities		1,071,589			1,063,733			1,075,171			1,063,733
Paycheck Protection Program Loans		2,761,054			2,169,437			5,406,477			2,169,437
Deferred Revenue - long-term		700,645			467,329			784,667			467,329
Total long-term liabilities		15,734,538			15,984,647			16,158,426			15,984,647

Total liabilities		28,607,950			30,761,259			30,079,800			30,761,259

Commitments and contingencies		-			-			-			-

Shareholders’ equity
Preferred stock , $0.001 par value, 10,000,000 shares authorized, Series 1, 3,000,000 shares authorized, 2,264,953 shares issued and outstanding as of December 31, 2020 and 2,156,784 shares issued and outstanding as of September 30, 2020 (liquidation value of $10 per share)		2,265			2,157
Series A, 1,000,000 shares authorized, issued and outstanding at December 31, 2020 and September 30, 2020		1,000			1,000
Series C, 100,000 shares authorized, issued and outstanding at December 31, 2020 and September 30, 2020		100			100
Common stock, $0.001 par value, 50,000,000 shares authorized, 17,968,177 shares issued and outstanding at December 31, 2020 and 17,622,539 shares issued and outstanding at September 30, 2020		17,968			17,623
Preferred stock , $0.001 par value, 10,000,000 shares authorized,Series 1, 3,000,000 shares authorized, 1,795,004 shares issued and outstanding as of March 31, 2021 and 2,156,784 shares issued and outstanding as of September 30, 2020 (liquidation value of $10 per share)								1,795			2,157
Series A, 1,000,000 shares authorized, zero shares issued and outstanding at March 31, 2021 and 1,000,000 shares issued and outstanding at September 30, 2020 - 1,000 Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at March 31, 2021 and 100,000 shares issued and outstanding at September 30, 2020								50			100
Common stock, $0.001 par value, 50,000,000 shares authorized, 18,711,463 shares issued and outstanding at March 31, 2021 and 17,622,539 shares issued and outstanding at September 30, 2020								18,711			17,623
Additional paid-in capital		60,645,236			60,221,766			58,320,570			60,221,766
Retained earnings (accumulated deficit)		(34,212,695	)		(32,520,084	)		(31,758,563	)		(32,520,084	)
Treasury stock at cost		(148,291	)		(148,291	)		(148,291	)		(148,291	)
Accumulated other comprehensive income (loss)		1,814,976			1,777,112			1,824,350			1,777,112
Total Cemtrex stockholders’ equity		28,120,559			29,351,383			28,258,622			29,351,383
Non-controlling interest		1,047,015			1,077,645			1,027,390			1,077,645
Total liabilities and shareholders’ equity	$	57,775,524		$	61,190,287		$	59,365,812		$	61,190,287

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss)

	For the three months ended
	December 31, 2020			December 31, 2019			For the three months ended						For the six months ended
	(Unaudited)			(Restated)			March 31, 2021			March 31, 2020			March 31, 2021			March 31, 2020
Revenues	$	8,836,076		$	12,220,083			9,260,385			12,113,847			18,096,461			24,333,930
Cost of revenues		4,830,606			6,871,597			5,331,501			6,767,743			10,162,107			13,639,340
Gross profit		4,005,470			5,348,486			3,928,884			5,346,104			7,934,354			10,694,590

Operating expenses
General and administrative		5,417,196			4,574,410			5,249,985			5,458,071			10,667,181			10,032,481
Research and development		634,225			376,586			641,497			404,933			1,275,722			781,519
Total operating expenses		6,051,421			4,950,996			5,891,482			5,863,004			11,942,903			10,814,000
Operating income/(loss)		(2,045,951	)		397,490			(1,962,598	)		(516,900	)		(4,008,549	)		(119,410	)

Other income/(expense)
Other Income/(expense)		950,988			224,325
Other income/(expense)								1,679,944			447,792			2,630,932			672,117
Settlement Agreement - Related Party								3,674,165			-			3,674,165			-
Interest Expense		(608,941	)		(482,522	)		(849,076	)		(1,348,298	)		(1,458,017	)		(1,830,820	)
Total other expense, net		342,047			(258,197	)
Total other income/(expense), net								4,505,033			(900,506	)		4,847,080			(1,158,703	)

Net income/(loss) before income taxes		(1,703,904	)		139,293
Net loss before income taxes								2,542,435			(1,417,406	)		838,531			(1,278,113	)
Income tax benefit/(expense)		(28,954	)		-			(98,477	)		(189,543	)		(127,431	)		(189,543	)
Net income/(loss)		(1,732,858	)		139,293			2,443,958			(1,606,949	)		711,100			(1,467,656	)
Less net income/(loss) attributable to noncontrolling interest		(40,247	)		194,911
Net Income income/(loss) attributable to Cemtrex, Inc. shareholders		(1,692,611	)		(55,618	)

Less income in noncontrolling interest								(10,174	)		(7,848	)		(50,421	)		187,063
Net income/(loss) attributable to Cemtrex, Inc. shareholders							$	2,454,132		$	(1,599,101	)	$	761,521		$	(1,654,719	)

Net income/(loss)		(1,732,858	)		139,293		$	2,443,958		$	(1,606,949	)	$	711,100		$	(1,467,656	)

Other comprehensive income:
Foreign currency translation gain		47,481			563,727
Other comprehensive income/(loss)
Foreign currency translation gain/(loss)								(87,972	)		(749,826	)		(40,491	)		(166,800	)
Defined benefit plan actuarial gain/(loss)								87,895			-			87,895			-
Comprehensive income/(loss)		(1,685,377	)		703,020			2,443,881			(2,356,775	)		758,504			(1,634,456	)

Less comprehensive income/(loss) attributable to noncontrolling interest		(30,630	)		176,482			19,625			(897	)		50,255			(214,237	)

Comprehensive income/(loss) attributable to Cemtrex, Inc. shareholders	$	(1,654,747	)	$	526,538		$	2,424,256		$	(2,355,878	)	$	708,249		$	(1,420,219	)

Loss Per Share-Basic	$	(0.09	)	$	(0.01	)
Loss Per Share-Diluted	$	(0.09	)	$	(0.01	)
Income/(loss) Per Share-Basic							$	0.13		$	(0.26	)	$	0.04		$	(0.31	)
Income/(loss) Per Share-Diluted							$	0.13		$	(0.26	)	$	0.04		$	(0.31	)

Weighted Average Number of Shares-Basic		17,842,664			4,086,609			18,559,113			6,250,761			18,195,731			5,292,167
Weighted Average Number of Shares-Diluted		17,842,664			4,086,609			18,629,064			6,250,761			18,200,974			5,292,167

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited/Restated)

	Preferred Stock Series 1						Preferred Stock Series A						Preferred Stock Series C						Common Stock Par								Retained						Accumulated
	Par Value $0.001						Par Value $0.001						Par Value $0.001						Value $0.01					Additional			Earnings			Treasury			other			Cemtrex			Non-
	Number of						Number of						Number of						Number of					Paid-in			(Accumulated			Stock,			Comprehensive			Stockholders’			controlling
	Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount			Capital			Deficit)			At cost			Income(loss)			Equity			interest
Balance at September 30, 2020, as reported		2,156,784		$	2,157			1,000,000		$	1,000			100,000		$	100			17,622,539	$	17,623		$	63,313,336		$	(33,172,690	)	$	(148,291	)	$	853,643		$	28,269,693		$	1,077,645
Adjustment																									(3,091,570	)		652,606						923,469
Balance at September 30, 2020, as restated		2,156,784		$	2,157			1,000,000		$	1,000			100,000		$	100			17,622,539	$	17,623		$	60,221,766		$	(32,520,084	)	$	(148,291	)	$	1,777,112		$	29,351,383		$	1,077,645
Foreign currency translation gain/(loss)																																		37,864			37,864
Share-based compensation																									16,071												16,071
Shares issued to pay notes payable																				345,638		345	��		407,507												407,852
Dividends paid in Series 1 preferred shares		108,169			108																				(108	)											-
Net income/(loss) attributable to noncontrolling interest																																					-			(40,247	)
Comprehensive income/(loss) attributable to noncontrolling interest																																					-			9,617
Net loss																												(1,692,611	)								(1,692,611	)
Balance at December 31, 2020		2,264,953		$	2,265			1,000,000		$	1,000			100,000		$	100			17,968,177	$	17,968		$	60,645,236		$	(34,212,695	)	$	(148,291	)	$	1,814,976		$	28,120,559		$	1,047,015
Foreign currency translation gain/(loss)																																		(78,521	)		(78,521	)
Defined benefit plan actuarial gain/(loss)																																		87,895			87,895
Share-based compensation																									49,246												49,246
Shares issued to pay notes payable																				743,286		743			1,298,733												1,299,476
Income in noncontrolling interest																																								(19,625	)
Shares and options surrendered in settelment agreement		(469,949	)		(470	)		(1,000,000.00	)		(1,000	)		(50,000	)		(50	)							(3,672,645	)											(3,674,165	)
Net income																												2,454,132									2,454,132
Balance at March 31, 2021		1,795,004		$	1,795			-		$	-			50,000		$	50			18,711,463	$	18,711		$	58,320,570		$	(31,758,563	)	$	(148,291	)	$	1,824,350		$	28,258,622		$	1,027,390

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Preferred Stock Series 1 Preferred Stock Series A Preferred Stock Series C Common Stock Par
Par Value $0.001 Par Value $0.001 Par Value $0.001 Value $0.01
Retained Accumulated
Number Number Number Number Additional Earnings Treasury other Cemtrex Non-
of of of of Paid-in (Accumulated Stock, Comprehensive Stockholders’ controlling
Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit) At cost Income(loss) Equity interest
Balance at September 30, 2020, as reported 2,156,784 $ 2,157 1,000,000 $ 1,000 100,000 $ 100 17,622,539 $ 17,623 $ 63,313,336 $ (33,172,690 ) $ (148,291 ) $ 853,643 $ 28,269,693 $ 1,077,645
Adjustment (3,091,570 ) 652,606 923,469
Balance at September 30, 2020, as restated 2,156,784 $ 2,157 1,000,000 $ 1,000 100,000 $ 100 17,622,539 $ 17,623 $ 60,221,766 $ (32,520,084 ) $ (148,291 ) $ 1,777,112 $ 29,351,383 $ 1,077,645
Foreign currency translation gain 37,864 37,864
Share-based compensation 16,071 16,071
Shares issued to pay notes payable 345,638 345 407,507 407,852
Dividends paid in Series 1 preferred shares 108,169 108 (108 ) -
Net income/(loss) attributable to noncontrolling interest - (40,247 )
Comprehensive income/(loss) attributable to noncontrolling interest - 9,617
Net loss (1,692,611 ) (1,692,611 )
Balance at December 31, 2020 2,264,953 $ 2,265 1,000,000 $ 1,000 100,000 $ 100 17,968,177 $ 17,968 $ 60,645,236 $ (34,212,695 ) $ (148,291 ) $ 1,814,976 $ 28,120,559 $ 1,047,015

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity (Continued)

(Unaudited/Restated)

	Preferred Stock Series 1				Preferred Stock Series A				Preferred Stock Series C				Common Stock Par
	Par Value $0.001				Par Value $0.001				Par Value $0.001				Value $0.01
																				Retained						Accumulated
	Number				Number				Number				Number				Additional			Earnings			Treasury			other			Cemtrex			Non-
	of				of				of				of				Paid-in			(Accumulated			Stock,			Comprehensive			Stockholders’			controlling
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit)			At cost			Income(loss)			Equity			interest
Balance at September 30, 2019		2,110,718	$	2,111		1,000,000	$	1,000		-	$	-		3,962,790	$	3,963	$	39,339,862		$	(23,679,587	)	$	-		$	1,791,153		$	17,458,502		$	885,874
Foreign currency translation gain																											582,156			582,156
Share-based compensation										100,000		100						119,004												119,104
Shares issued to pay accounts payable														18,358		18		27,520												27,538
Shares sold in Securities Purchase Agreements, net of offering costs														338,393		338		359,712												360,050
Stock issued to pay notes payable														105,042		105		130,147												130,252
Dividends paid in Series 1 preferred shares		105,965		106														(106	)											-
Net income/(loss) attributable to noncontrolling interest																														-			194,911
Comprehensive income/(loss) attributable to noncontrolling interest																														-			(18,429	)
Net loss																					(55,618	)								(55,618	)
Balance at December 31, 2019		2,216,683	$	2,217		1,000,000	$	1,000		100,000	$	100		4,424,583	$	4,424	$	39,976,139		$	(23,735,205	)	$	-		$	2,373,309		$	18,621,984		$	1,062,356

Foreign currency translation gain																											(748,929	)		(748,929	)
Share-based compensation																		24,104												24,104
Shares sold in Securities Purchase Agreements, net of offering costs														847,000		847		1,160,253												1,161,100
Stock issued to pay notes payable														2,518,045		2,519		3,499,747												3,502,266
Shares issued for services														150,000		150		170,850												171,000
Purchase of treasury stock																								(190,483	)					(190,483	)
Noncontrolling interest																														-			(16,593	)
Net loss																					(1,599,101	)								(1,599,101	)
Balance at March 31, 2020		2,216,683	$	2,217		1,000,000	$	1,000		100,000	$	100		7,939,628	$	7,940	$	44,831,093		$	(25,334,306	)	$	(190,483	)	$	1,624,380		$	20,941,941		$	1,045,763

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited/Restated)

	For the six months ended
	March 31,

Cash Flows from Operating Activities		2021			2020
		(unaudited)			(restated)
Net income/(loss)	$	711,100		$	(1,467,656	)

Adjustments to reconcile net loss to net cash provided/(used) by operating activities:
Depreciation and amortization		680,004			888,391
Gain on disposal of property and equipment		9,219			311
Amortization of right-of-use assets		438,539			281,758
Change in allowance for inventory obsolescence		(948,733	)		(19,569	)
Change in allowance for doubtful accounts		(137,356	)		(6,416	)
Share-based compansation		65,318			143,208
Income tax expense/ (benefit)		127,431			189,543
Interest expense paid in equity shares		657,329			1,004,518
Accrued interest on notes payable		41,833			291,384
Amortization of original issue discounts on notes payable		475,000			317,667
Gain on marketable securities		(1,869,338	)		(338,057	)
Settlement Agreement - Related Party		(3,674,165	)		-

Changes in operating assets and liabilities net of effects from acquisition of subsidiaries:
Accounts receivable		1,420,861			(62,013	)
Accounts receivable - related party		(71,581	)		(90	)
Inventory		383,731			(419,711	)
Prepaid expenses and other curent asstets		(631,714	)		(297,176	)
Other assets		169,346			(834,561	)
Other liabilities		11,438			(90,121	)
Accounts payable		(543,272	)		(854,616	)
Operating lease liabilities		(450,102	)		(293,138	)
Deposits from customers		66,808			9,166
Accrued expenses		161,820			(143,160	)
Deferred revenue		138,595			227,172
Income taxes payable		(88,765	)		102,463
Net cash used by operating activities		(2,856,654	)		(1,370,703	)

Cash Flows from Investing Activities
Purchase of property and equipment		(944,601	)		(4,340,023	)
Investment in Virtual Driver Interactive		(900,000	)		-
Investment in MasterpieceVR		(500,000	)		-
Proceeds from sale of marketable securities		7,080,375			13,083,547
Purchase of marketable securities		(4,845,903	)		(12,347,199	)
Purchases of treasury stock		-			(190,483	)
Note Receivable - Related party		-			-
Net cash used by investing activities		(110,129	)		(3,794,158	)

Cash Flows from Financing Activities
Proceeds from notes payable		-			2,990,000
Payments on notes payable		(2,070,257	)		(676,640	)
Proceeds on bank loans		-			2,476,000
Payments on bank loans		(655,276	)		(133,414	)
Proceeds from Paycheck Protection Program Loans		1,970,785			-
Proceeds from securities purchase agreements		-			1,580,100
Expenses on securities purchase agreements		-			(58,950	)
Revolving line of credit		-			387,598
Net cash provided/(used) by financing activities		(754,748	)		6,564,694

Effect of currency translation		(70,668	)		(193,974	)
Net increase in cash, cash equivalents, and restricted cash		(3,721,531	)		1,399,833
Cash, cash equivalents, and restricted cash at beginning of period		21,072,859			2,858,085
Cash, cash equivalents, and restricted cash at end of period		17,280,660		$	4,063,944

Balance Sheet Accounts Included in Cash, Cash Equivalents, and Restricted Cash
Cash and equivalents	$	15,573,734		$	2,809,591
Restricted cash		1,706,926			1,254,353
Total cash, cash equivalents, and restricted cash	$	17,280,660		$	4,063,944

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest	$	283,855		$	342,268

Cash paid during the period for income taxes	$	88,765		$	188

Supplemental Schedule of Non-Cash Investing and Financing Activities
Investment in Virtual Driver Interactive	$	439,774		$	-
Stock issued to pay for products and/or services	$	-		$	198,583
Stock issued to pay notes payable	$	1,707,327		$	3,632,518

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~Cemtrex, Inc. and Subsidiaries~~

~~Condensed Consolidated Statement of Stockholders’ Equity (Continued)~~

~~(Unaudited/Restated)~~

Preferred Stock Series 1 Preferred Stock Series A Preferred Stock Series C Common Stock Par
Par Value $0.001 Par Value $0.001 Par Value $0.001 Value $0.01
Retained Accumulated
Number Number Number Number Additional Earnings Treasury other Cemtrex Non-
of Of of of Paid-in (Accumulated Stock, Comprehensive Stockholders’ controlling
Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit) At cost Income(loss) Equity interest
Balance at September 30, 2019 2,110,718 $ 2,111 1,000,000 $ 1,000 - $ - 3,962,790 $ 3,963 $ 38,280,167 $ (24,926,536 ) $ - $ 1,720,343 $ 21,080,230 $ 885,874
Comprehensive income 582,156 582,156
Share-based compensation 100,000 100 119,004 119,104
Shares issued to pay accounts payable 18,358 18 27,520 27,538
Shares sold in Securities Purchase Agreements, net of offering costs 338,393 338 359,712 360,050
Stock issued to pay notes payable 105,042 105 130,147 130,252
Dividends paid in Series 1 preferred shares 105,965 106 (106 ) -
Net income/(loss) attributable to noncontrolling interest - 194,911
Comprehensive income/(loss) attributable to noncontrolling interest (18,429 )
Net loss 1,004,032 1,004,032
Balance at December 31, 2019 2,216,683 $ 2,217 1,000,000 $ 1,000 100,000 $ 100 4,424,583 $ 4,424 $ 38,916,444 $ (23,922,504 ) $ - $ 2,302,499 $ 17,304,180 $ 1,062,356

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

~~Cemtrex, Inc. and Subsidiaries~~

~~Condensed Consolidated Statements of Cash Flows~~

For the three months ended
December 31,
Cash Flows from Operating Activities 2020 2019
(unaudited) (restated)
Net loss $ (1,732,858 ) $ 139,293

Adjustments to reconcile net loss to net cash provided/(used) by operating activities:
Depreciation and amortization 360,578 396,676
Gain/(loss) on disposal of property & equipment 4,050 826
Amortization of right-of-use assets 186,777 162,713
Change in allowance for inventory obsolescence (628,614 ) (19,569 )
Change in allowance for doubtful accounts (3,979 ) 4,362
Amortization of original issue discounts on notes payable 250,000 133,833
Share-based compensation 16,069 119,104
Interest expense paid in equity shares 87,099 30,252
Accrued interest on notes payable 126,390 105,529
Income tax expense/(benefit) (28,954 ) -
Changes in operating assets and liabilities net of effects from acquisition of subsidiaries:
Accounts receivable 2,213,132 (196,737 )
Accounts receivable - related party (243,006 ) (370,090 )
Inventory (3,996 ) (46,168 )
Prepaid expenses and other current assets 273,705 (359,945 )
Other assets 141,058 (493,797 )
Other liabilities 7,856 (43,959 )
Accounts payable (702,285 ) (890,667 )
Operating lease liabilities (192,534 ) (205,492 )
Deposits from customers 3,539 2,388
Accrued expenses (38,891 ) 222,083
Deferred revenue (156,166 ) 263,982
Income taxes payable (74,099 ) (188 )
Net cash used by operating activities (135,129 ) (1,045,571 )

Cash Flows from Investing Activities
Purchase of property and equipment (13,321 ) (465,193 )
Proceeds from sale of marketable securities - 298,674
Investment in Virtual Driver Interactive (900,000 ) -
Investment in MasterpieceVR (500,000 ) -
Purchase of marketable securities (205,089 ) -
Net cash used by investing activities (1,618,410 ) (166,519 )

Cash Flows from Financing Activities
Proceeds from notes payable - 2,990,000
Payments on notes payable (1,275,000 ) (109,520 )
Payments on bank loans (354,708 ) (236,153 )
Proceeds from securities purchase agreements - 379,000
Expenses on securities purchase agreements - (18,950 )
Revolving line of credit - (16,872 )
Net cash provided/(used) by financing activities (1,629,708 ) 2,987,505

Effect of currency translation (24,116 ) 563,727
Net increase in cash, cash equivalents, and restricted cash (3,383,247 ) 1,775,415
Cash, cash equivalents, and restricted cash at beginning of period 21,072,859 2,858,085
Cash, cash equivalents, and restricted cash at end of period $ 17,665,496 $ 5,197,227

Balance Sheet Accounts Included in Cash, Cash Equivalents, and Restricted Cash
Cash and equivalents $ 15,866,068 $ 3,963,958
Restricted cash 1,799,428 1,233,269
Total cash, cash equivalents, and restricted cash $ 17,665,496 $ 5,197,227

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 145,452 $ 176,218

Cash paid during the period for income taxes $ 74,099 $ 188

Supplemental Schedule of Non-Cash Investing and Financing Activities
Investment in Virtual Driver Interactive $ 439,774 $ -
Stock issued to pay for products and/or services $ - $ 27,583
Stock issued to pay notes payable $ 407,854 $ 130,252

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

Cemtrex Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION AND PLAN OF OPERATIONS

Cemtrex was incorporated in 1998, in the state of Delaware and has evolved through strategic acquisitions and internal growth into a leading multi-industry technology company. The Company has expanded in a wide range of sectors, including smart technologies, virtual and augmented realities, industrial solutions, and intelligent security systems. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Cemtrex” or “management” refer to Cemtrex, Inc. and its subsidiaries.

The Company continuously assesses the composition of its portfolio businesses to ensure it is aligned with its strategic objectives and positioned to maximize growth and return in the coming years. During fiscal 2018, the Company made a strategic decision to exit its Electronics Manufacturing group by selling all companies in that business segment on August 15, 2019. Accordingly, the Company has reported the results of the Electronics Manufacturing business as discontinued operations in the Consolidated Statements of Operations and in the Consolidated Balance Sheets. These changes have been applied for all periods presented. During fiscal 2019, the Company also reached a strategic decision to exit the environmental products business, which was part of the Industrial Services Segment. Accordingly, the Company has reported the results of the environmental control products business as discontinued operations in the Consolidated Statements of Operations and in the Consolidated Balance Sheets.

Now the Company has two business segments, consisting of (i) Advanced Technologies (AT) and (ii) Industrial Services (IS).

Advanced Technologies (AT)

Cemtrex’s Advanced Technologies segment delivers cutting-edge technologies in the Internet of Things (IoT) and Smart Devices, such as the SmartDesk. Through the Company’s advanced engineering and product design, the Company delivers Virtual Reality (VR) and Augmented Reality (AR) solutions that provide higher productivity, progressive design and impactful experiences for consumer products, and various commercial and industrial applications. The Company is in the process of developing its own virtual reality applications for commercialization over the next couple years.

The AT business segment also includes the Company’s majority owned subsidiary, Vicon Industries, which provides end-to-end security solutions to meet the toughest corporate, industrial and governmental security challenges. Vicon’s products include browser-based video monitoring systems and analytics-based recognition systems, cameras, servers, and access control systems for every aspect of security and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state government offices. Vicon provides cutting edge, mission critical security and video surveillance solutions utilizing Artificial Intelligence (AI) based data algorithms.

Industrial Services (IS)

Cemtrex’s IS segment, offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers. We install high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation, packaging, and chemicals, among others. We are a leading provider of reliability-driven maintenance and contracting solutions for the machinery, packaging, printing, chemical, and other manufacturing markets. The focus is on customers seeking to achieve greater asset utilization and reliability to cut costs and increase production from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty welding services, and high-quality scaffolding.

Acquisition of Virtual Driver Interactive

On October 26, 2020, the company acquired Virtual Driver Interactive (“VDI”), a California based provider of innovative driver training simulation solutions for a purchase price of ~~$1,339,774.~~$1,339,774 plus contingent consideration.

For over 10 years, VDI has been known for its effective and engaging driver training systems, designed for users of all ages and skill levels. The Company offers comprehensive training for new teen and novice drivers, along with advanced training for corporate fleets and truck drivers. VDI’s wide range of training courses and system options provide customers with highly portable, affordable and effective solutions, all while focusing on the dangers of distracted driving. Result for VDI will be reported under the AT segment.

The Company paid $900,000 in cash and issued a Note payable in the amount of $439,774. This note carries interest of 5% and is payable in two installments of $239,774 plus accumulated interest on October 26, 2021, and $200,000 plus accumulated interest on October 26, 2022. Additionally, the Company paid contingent consideration of $175,428 in May 2021. There is no further contingent consideration specified in the purchase agreement. The Company ~~is accounting~~has accounted for this acquisition as a business combination and is ~~currently~~in the process of calculating the allocation of ~~the~~ purchase price. All amounts paid have been included in goodwill in the accompanying condensed consolidated balance sheet.

Strategic Investment

On November 13, 2020, Cemtrex made a $500,000 investment via a simple agreement for future equity(“SAFE”) in MasterpieceVR. The SAFE provides that the Company will automatically receive shares of the entity based on the conversion rate of future equity rounds up to a valuation cap, as defined. MasterpieceVR is a software company that is developing software for content creation using virtual reality. The investment is included in ~~Other~~other assets in the accompanying balance sheet and the Company accounts for this investment using the fair value method. No impairment has been recorded for the three and six months ended ~~December~~March 31, ~~2020.~~2021.

Potential Impacts of COVID-19 on our Business

The current COVID-19 pandemic has impacted our business operations and the results of our operations in this fiscal year, primarily with delays in expected orders by many customers and new product ~~development, including newer versions of surveillance software since our technical facility in Pune, India has been under lock down.~~development. Overall bookings level in both business segments ~~has~~have been ~~impacted, particularly in this quarter by more than 20%.~~impacted. In addition, due to delays in certain supply chain areas, the expected launch times of our new products and new versions ~~has resulted in delays~~ of existing products have been delayed for several months. We are also starting to see the costs of certain components that are facing shortages, to increase in price which may affect gross margins.

The broader implications of COVID-19 on our results from operations going forward remains uncertain. The COVID-19 pandemic has the potential to cause adverse effects to our customers, suppliers or business partners in locations that have or will experience more pronounced disruptions, which could result in a reduction to future revenue and manufacturing output as well as delays in our new product development activities.

The extent of the pandemic’s effect on our operational and financial performance will depend in large part on future developments, which cannot be reasonably estimated at this time. Future developments include the duration, scope and severity of the pandemic, the actions taken to contain or mitigate its impact both within and outside the jurisdictions where we operate, the impact on governmental programs and budgets, the development of treatments or vaccines, and the resumption of widespread economic activity. Due to the inherent uncertainty of the unprecedented and rapidly evolving situation, we are unable to predict with any confidence the likely impact of the COVID-19 pandemic on our future operations.

NOTE 2 – INTERIM STATEMENT PRESENTATION

Basis of Presentation and Use of Estimates

The accompanying unaudited condensed consolidated 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, 2020, of Cemtrex Inc.

The accompanying condensed consolidated balance sheet has been derived from the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September 30, 2020, adjusted and restated as further discussed in Note 2 of these financial statements. Additionally, the Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss), the Condensed Consolidated Statement of Stockholders’ Equity, the Condensed Consolidated Statements of Cash Flows, and notes to the financial statements related to the results of the ~~three-month period~~three and six month periods ended ~~December~~March 31, ~~2019~~2020, have been restated.

The accompanying unaudited condensed 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 condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the condensed 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.

The condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, Cemtrex Advanced Technologies Inc., Cemtrex Ltd., Cemtrex Technologies Pvt. Ltd., Griffin Filters, LLC, Cemtrex XR Inc., and Advanced Industrial Services, Inc. and the Company’s majority owned subsidiary Vicon Industries, Inc. and its subsidiaries, Telesite USA, IQInVision, Vicon Industries Ltd., and Vicon Systems, Ltd. All inter-company balances and transactions have been eliminated in consolidation.

Restatement of Financial Statements

Background

On February 23, 2021, Cemtrex’s Board of Directors determined that certain transactions between Cemtrex Inc. and First Commercial, a company owned by former Executive Director, former Controlling Shareholder and former CFO, Aron Govil, were incorrectly handled and accounted for.

The total amount of disputed transfers was approximately $7,100,000 and occurred in fiscal year 2017 in the amount of $5,600,000 and in fiscal year 2018 in the amount of $1,500,000. Cemtrex did not find any other such transfers during this period or thereafter, upon further review of the Company’s records.

Upon the Company’s investigation into this matter, the Company has determined that there were inaccuracies in the Company’s financial statements. The financials for the periods 2017 and 2018 were incorrect corresponding to the amounts that were incorrectly accounted for, and subsequent years were affected by the roll forward effects of these entries. The Company found unsupported advertising expenses in the amount of approximately $400,000 on Cemtrex Inc’s income statement for fiscal year 2018 and found that approximately $5,700,000 of intangible assets and $975,000 of research and development expenses, as translated at from Indian Rupee at the time, were recorded on Cemtrex India’s financial statements in fiscal year 2018 and could not be substantiated. The total amount of unsubstantiated transfers recorded by Cemtrex India and the unsupported advertising expense recorded by Cemtrex, Inc. sums to $7,100,000, corresponding with the total amount in question regarding First Commercial transfers during fiscal years 2017 and 2018.

As part of the restatement investigation, it was determined that the Company did not follow GAAP in the treatment of its Series 1 Preferred dividends. The Company currently has a deficit in retained earnings and in accordance with guidance has reversed the accrual for dividends payable and placed the amount of the accrual back into retained earnings.

Position and Adjusting Entries

The Company has determined that these transactions are not material in the years that they occurred and conclude that prior financial reports can be relied upon. The Company’s determination is based on the following: The adjustments do not cause any changes to the previously reported cash and debt balances as of the end of each of the periods in FY 2019 and 2020. The adjustments also do not cause any changes to revenues in any of the prior periods. In addition, the Company expects to maintain compliance with its debt covenants based on a preliminary review of the covenants for all the impacted periods. The Company has also determined that the adjustments have little effect on the trend of earnings over the last three fiscal years. In 2017 the operations of the Company were vastly different with both the environmental and circuit board manufacturing segments accounting for approximately 75% of revenues. These businesses are now either sold or discontinued. The current reported 2017 financial statements of the Company do not give an accurate representation of the Company today because only 16% of the $120M business operations are still a part of current operations.

The table below represents the balances of the affected accounts on the Condensed Consolidated Balance Sheets as of September 30, 2020, the Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss), for the three and six months ended March 31, 2020, Condensed Consolidated Statement of Stockholders’ Equity, and the Condensed Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~December~~March 31, ~~2019.~~2020.

Condensed Consolidated Balance Sheets

	Balance as reported on September 30, 2020			Adjustment of net value of intangible assets			Cumulative effect of derecognition of expenses		Loss on amounts transferred to First Commercial			Restatement on Dividends			Cumulative effect of currency translation		Adjusted balance at September 30, 2020

Property and equipment, net	$	9,558,936		$	(2,597,185	)											$	6,961,751
Series 1 preferred stock dividends payable	$	1,081,690										$	(1,081,690	)			$	-
Additional paid-in capital	$	63,313,336										$	(3,091,570	)			$	60,221,766
Retained earnings (accumulated deficit)	$	(33,172,690	)				$	3,579,346	$	(7,100,000	)	$	4,173,260				$	(32,520,084	)
Accumulated other comprehensive income	$	853,643													$	923,469	$	1,777,112

Balance as reported on September 30, 2020 Adjustment of net value of intangible assets Cumulative effect of derecognition of expenses Loss on amounts transferred to First Commercial Restatement on Dividends Cumulative effect of currency translation Adjusted balance at September 30, 2020

Property and equipment, net $ 9,558,936 $ (2,597,185 ) $ 6,961,751
Series 1 preferred stock dividends payable $ 1,081,690 $ (1,081,690 ) $ -
Additional paid-in capital $ 63,313,336 $ (3,091,570 ) $ 60,221,766
Retained earnings (accumulated deficit) $ (33,172,690 ) $ 3,579,346 $ (7,100,000 ) $ 4,173,260 $ (32,520,084)
Accumulated other comprehensive income $ 853,643 $ 923,469  $ 1,777,112

Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss)

	For the three months ended
	March 31, 2020
	Previously reported			Adjustments		Adjusted

Net Income income/(loss) attributable to Cemtrex, Inc. shareholders	$	(1,886,648	)	$	287,547	$	(1,599,101	)
Foreign currency translation gain/(loss)	$	(750,696	)	$	870	$	(749,826	)
Loss Per Share-Basic	$	(0.30	)	$	0.05	$	(0.26	)
Loss Per Share-Diluted	$	(0.30	)	$	0.05	$	(0.26	)

	For the three months ended									For the six months ended
	December 31, 2019									March 31, 2020
	Previously reported			Adjustments			Adjusted			Previously reported			Adjustments			Adjusted

Net loss available to Cemtrex, Inc. shareholders	$	(1,393,815	)	$	1,338,197		$	(55,618	)	$	(2,203,469	)	$	548,750		$	(1,654,719	)
Foreign currency translation gain	$	583,026		$	(870	)	$	582,156		$	(157,377	)	$	(9,423	)	$	(166,800	)
Loss Per Share-Basic	$	(0.34	)	$	0.33		$	(0.01	)	$	(0.42	)	$	0.10		$	(0.31	)
Loss Per Share-Diluted	$	(0.34	)	$	0.33		$	(0.01	)	$	(0.42	)	$	0.10		$	(0.31	)

Condensed Consolidated Statement of Stockholders’ Equity

For the three months ended
December 31, 2019
Previously reported Adjustments Adjusted

Retained earnings (accumulated deficit) at December 31, 2019 $ (20,067,685 ) $ (4,858,851 ) $ (24,926,536 )
Net loss $ (334,165 ) $ 1,338,197 $ 1,004,032
Retained earnings (accumulated deficit) at December 31, 2019 $ (21,461,500 ) $ (2,461,004 ) $ (23,922,504 )
Accumulated other comprehensive income (loss)e at September 30, 2019 $ 796,004 $ 924,339 $ 1,720,343
Comprehensive income $ 564,597 $ (870 ) $ 563,727
Accumulated other comprehensive income (loss)e at December 31, 2019 $ 1,379,030 $ 923,469 $ 2,302,499
Additional paid-in capital $ 40,981,114 $ (2,064,670 ) $ 38,916,444

	For the six months ended
	March 31, 2020
	Previously reported			Adjustments			Adjusted

Retained earnings (accumulated deficit) at September 30, 2019	$	(20,067,685	)	$	(3,611,902	)	$	(23,679,587	)
Net income/(loss)	$	(2,203,469	)	$	548,750		$	(1,654,719	)
Retained earnings (accumulated deficit) at March 31, 2020	$	(24,357,704	)	$	(976,602	)	$	(25,334,306	)
Accumulated other comprehensive income/(loss)at September 30, 2019	$	796,004		$	806,889		$	1,602,893
Comprehensive income/(loss)	$	564,597		$	(870	)	$	563,727
Accumulated other comprehensive income/(loss) at March 31, 2020	$	1,379,030		$	806,019		$	2,185,049
Additional paid-in capital	$	46,895,763		$	(2,064,670	)	$	44,831,093

Condensed Consolidated Statements of Cash Flows

	For the three months ended									For the six months ended
	December 31, 2019									March 31, 2020
	Previously reported			Adjustments			Adjusted			Previously reported			Adjustments			Adjusted

Net loss	$	(139,254	)	$	278,547		$	139,293		$	(2,016,406	)	$	548,750		$	(1,467,656	)
Depreciation and amortization	$	674,353		$	(277,677	)	$	396,676		$	1,427,718		$	(539,327	)	$	888,391
Net cash used by operating activities	$	(1,046,441	)	$	870		$	(1,045,571	)	$	(1,380,126	)	$	9,423		$	(1,370,703	)
Effect of currency translation	$	564,597		$	(870	)	$	563,727		$	(184,551	)	$	(9,423	)	$	(193,974	)

On February 26, 2021, the Company entered into a Settlement Agreement and Release with Aron Govil regarding these transactions.

InAs part of the ~~settlement,~~Settlement Agreement, Mr. Govil iswas required to pay the Company consideration ~~with a total value~~ of $7,100,000 (the “Settlement Amount”) ~~within 10 business days of~~by entering into the Agreement. ~~Part of the~~The Settlement Amount was ~~paid~~satisfied in ~~securities:~~a combination of Mr. Govil ~~has transferred~~forfeiting certain Preferred Stock and outstanding options and executing a secured note in the amount of $1,533,280. The Independent Board of Directors in coordination with Management concluded the settlement represented fair value.

In March 2021, Mr. Govil returned to the Company ~~securities that he or his entities owned in our company, including~~ 1,000,000 shares of Series A Preferred Stock, 50,000 Shares of Series C Preferred Stock, ~~Series~~ 469,949 shares of Series 1 Preferred Stock, and forfeited all outstanding options to purchase shares of commons stock (collectively, the “Securities”). ~~The Securities surrendered by Govil to the Company were collectively valued at the amount of $5,566,720 for~~For the purposes of ~~the agreement,~~accounting recognition, the Company ~~is currently evaluating~~determined the fair ~~market~~ value of the ~~Securities.~~Series A, Series C, and Series 1 Preferred stock based on the closing trading value of the Series 1 Preferred Stock on the date of the agreement. The options surrendered were valued using the Black-Scholes option pricing model.

The ~~balance~~Company recognized the gain with respect to the surrendered Securities during this reporting period. The gain of $3,674,165 is reported as Settlement Agreement - Related Party on the ~~Settlement Amount is contained in~~Company’s Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss).

As discussed above, Mr. Govil also executed a secured promissory note (the “Note”) ~~that Mr. Govil has issued to our company.~~in the amount of $1,533,280. The Note matures and is due in full in two years and bears interest at 9% per annum and is secured by all of Mr. Govil’s assets. Mr. Govil also agreed to sign an affidavit confessing judgment in the event of a default on the Note.

~~The~~ While the Company ~~will recognize~~believes the ~~effects of this agreement in the next reporting period. The Company expects to recognize an unusual, one-time gain of $7,100,000~~note is fully collectible, in accordance with ASC 450-30, Gain Contingencies, the ~~terms~~Company determined the gain will not be recognized until the note is paid. Accordingly, the note and associated gain is not presented on the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of ~~the agreement.~~Operations and Comprehensive Income/(Loss).

Accounting Pronouncements

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, 2020, includes a summary of the significant accounting policies used in the preparation of the consolidated financial statements.

Recently Issued Accounting Standards

In December 2019, the FASB issued amended guidance, Simplifying the Accounting for Income Taxes, to remove certain exceptions to the general principles from ASC 740 - Income Taxes, and to improve consistent application of U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. The guidance is effective for the Company on October 1, 2021; early adoption is permitted. The Company is currently evaluating the effect the guidance will have on its consolidated financial statement disclosures, results of operations and financial position.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”). The update provides optional guidance for a limited period to ease the potential burden in accounting for (or recognizing the effects of) contract modifications on financial reporting caused by reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020, through December 31, 2022. The Company adopted this guidance in the second quarter of 2020. The adoption of this guidance had no impact on the Company’s Condensed Consolidated Financial Statements or the related disclosures.

NOTE 3 – LOSS PER COMMON SHARE

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. For the three and six months ended ~~December~~March 31, ~~2020,~~2021, and ~~2019,~~2020, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive:

	For the three months ended				For the three months ended				For the six months ended
	December 31,				March 31,				March 31,
	2020		2019		2021		2020		2021		2020

Warrants to purchase shares		945,833		1,050,000		433,965		433,965		433,965		433,965
Options		433,965		433,965		880,049		1,050,000		944,757		1,050,000

NOTE 4 – SEGMENT INFORMATION

The Company reports and evaluates financial information for two segments: Advanced Technologies (AT) segment, and the Industrial Services (IS) segment. The AT segment develops smart devices and provides progressive design and development solutions to create impactful experiences for mobile, web, virtual and augmented reality, wearables and television as well as providing cutting edge, mission critical security and video surveillance. The IS segment offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers in USA in industries such as: ~~chemical,~~manufacturing, steel, printing, construction, & petrochemical.

The following tables summarize the Company’s segment information:

	For the three months ended						For the three months ended						For the six months ended
	December 31,						March 31,						March 31,
	2020			2019			2021			2020			2021			2020
Revenues from external customers
Advanced Technologies	$	4,672,869		$	7,225,233		$	5,487,414		$	6,186,400		$	10,160,283		$	13,411,633
Industrial Services		4,163,207			4,994,850		$	3,772,971			5,927,447			7,936,178			10,922,297
Total revenues	$	8,836,076		$	12,220,083		$	9,260,385		$	12,113,847		$	18,096,461		$	24,333,930

Gross profit
Advanced Technologies	$	2,346,272		$	3,542,787		$	2,646,926		$	3,331,799		$	4,993,198		$	6,874,586
Industrial Services		1,659,198			1,805,699			1,281,958			2,014,305			2,941,156			3,820,004
Total gross profit	$	4,005,470		$	5,348,486		$	3,928,884		$	5,346,104		$	7,934,354		$	10,694,590

Operating loss
Advanced Technologies	$	(1,842,346	)	$	298,479		$	(1,693,377	)	$	(630,814	)	$	(3,535,723	)	$	(91,275	)
Industrial Services		(203,605	)		99,011			(269,221	)		113,914			(472,826	)		(28,135	)
Total operating loss	$	(2,045,951	)	$	397,490		$	(1,962,598	)	$	(516,900	)	$	(4,008,549	)	$	(119,410	)

Other expense
Other income/(expense)
Advanced Technologies	$	367,235		$	(226,815	)	$	3,497,148		$	(850,329	)	$	3,864,383		$	(1,072,396	)
Industrial Services		(25,188	)		(31,382	)		735,518			(50,177	)		710,330			(86,307	)
Total other expense	$	342,047		$	(258,197	)	$	4,232,666		$	(900,506	)	$	4,574,713		$	(1,158,703	)

Depreciation and Amortization					(restated)						(restated)						(restated)
Advanced Technologies	$	115,832		$	106,549		$	89,746		$	111,638		$	205,578		$	226,740
Industrial Services		244,746			290,127			229,680			371,524			474,426			661,651
Total depreciation and amortization	$	360,578		$	396,676		$	319,426		$	483,162		$	680,004		$	888,391

December 31, September 30,
2020 2020
(restated)
Identifiable Assets
Advanced Technologies $ 34,159,688 $ 36,732,018
Industrial Services 14,748,015 15,590,448
Discontinued operations 8,867,821 8,867,821
Total Assets $ 57,775,524 $ 61,190,287

	March 31,		September 30,
	2020		2020
			(restated)
Identifiable Assets
Advanced Technologies	$	32,297,470	$	36,732,018
Industrial Services		18,025,093		15,590,448
Discontinued operations		8,867,821		8,867,821
Total Assets	$	59,190,384	$	61,190,287

NOTE 5 – FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy is applied to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy under the guidance for fair value measurements are described below:

Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Our Level 1 assets include cash equivalents, banker’s acceptances, trading securities investments and investment funds. We measure trading securities investments and investment funds at quoted market prices as they are traded in an active market with sufficient volume and frequency of transactions.

Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified contractual term, a Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. Level 3 assets and liabilities include cost method investments. Quantitative information for Level 3 assets and liabilities reviewed at each reporting period includes indicators of significant deterioration in the earnings performance, credit rating, asset quality, business prospects of the investee, and financial indicators of the investee’s ability to continue as a going concern.

The Company’s fair value assets at ~~December~~March 31, ~~2020 and 2019~~2021 are as follows.

Quoted Prices Significant Significant Balance
in Active Other Unobservable as of
Markets for Observable Inputs December 31,
Identical Assets Inputs (Level 3) 2020
(Level 1) (Level 2)
Assets
Investment in marketable securities
(included in short-term investments) $ 1,092,835 $ - $ - $ 1,092,835
Investment in MasterpieceVR - - 500,000 500,000
(included in Other assets)
$ 1,092,835 $ - $ 500,000 $ 1,592,835

	Quoted Prices		Significant						Quoted Prices
	in Active		Other		Significant		Balance		in Active		Significant
	Markets for		Observable		Observable		as of		Markets for		Other		Significant		Balance
	Identical Assets		Inputs		Inputs		December 31,		Identical Assets		Observable Inputs		Unobservable Inputs		as of March 31,
	(Level 1)		(Level 2)		(Level 3)		2019		(Level 1)		(Level 2)		(Level 3)		2021
Assets
Investment in marketable securities
(included in short-term investments)	$	114,056	$	-	$	-	$	114,056	$	522,612	$	-	$	-	$	522,612

Investment in MasterpieceVR													$	500,000	$	500,000
(included in Other assets)
	$	114,056	$	-	$	-	$	114,056
									$	522,612	$	-	$	500,000	$	1,022,612

NOTE 6 – RESTRICTED CASH

A subsidiary of the Company participates in a consortium in order to self-insure group care coverage for its employees. The plan is administrated by Benecon Group and the Company makes monthly deposits in a trust account to cover medical claims and any administrative costs associated with the plan. These funds, as required by the plan are restricted in nature and amounted to ~~$1,642,013~~$1,549,511 as of ~~December~~March 31, ~~2020.~~2021. Additionally, the Company has a standby letter of credit for deposit on a building lease and payable against. a money market account, the amount of the standby letter of credit is $157,415.

NOTE 7 – ACCOUNTS RECEIVABLE, NET

Accounts receivables, net consist of the following:

	March 31,			September 30,
	2021			2020
Accounts receivable	$	5,606,784		$	7,027,645
Allowance for doubtful accounts		(203,492	)		(340,848	)
	$	5,403,292		$	6,686,797

December 31, September 30,
2020 2020
Accounts receivable $ 4,814,513 $ 7,027,645
Allowance for doubtful accounts (336,869 ) (340,848 )
$ 4,477,644 $ 6,686,797

Accounts receivable 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 8 – INVENTORY, NET

Inventory, net, consist of the following:

December 31, September 30,
2020 2020
Raw materials $ 4,116,780 $ 3,959,888
Work in progress 977,039 995,184
Finished goods 6,279,176 6,413,927
11,372,995 11,368,999

Less: Allowance for inventory obsolescence (3,946,579 ) (4,575,193 )
Inventory –net of allowance for inventory obsolescence $ 7,426,416 $ 6,793,806

	March 31,			September 30,
	2021			2020
Raw materials	$	4,170,573		$	3,959,888
Work in progress		137,037			995,184
Finished goods		6,677,658			6,413,927
		10,985,268			11,368,999

Less: Allowance for inventory obsolescence		(3,626,460	)		(4,575,193	)
Inventory –net of allowance for inventory obsolescence	$	7,358,808		$	6,793,806

NOTE 9 – PROPERTY AND EQUIPMENT

Property and equipment are summarized as follows:

	December 31,			September 30,			March 31,			September 30,
	2020			2020			2021			2020
				(restated)						(restated)
Land	$	790,373		$	790,373		$	790,373		$	790,373
Building and leasehold improvements		3,879,426			3,875,796			3,950,430			3,875,796
Furniture and office equipment		627,641			621,790			677,643			621,790
Computers and software		264,940			264,940			269,851			264,940
Trade show display		89,330			89,330			89,330			89,330
Machinery and equipment		13,805,019			13,668,263			14,594,734			13,668,263
		19,456,729			19,310,492			20,372,361			19,310,492

Less: Accumulated depreciation		(12,774,688	)		(12,348,741	)		(13,037,160	)		(12,348,741	)
Property and equipment, net	$	6,682,041		$	6,961,751		$	7,335,201		$	6,961,751

Depreciation expense for the three and six months ended ~~December~~March 31, 2021, and 2020 were $319,426 and ~~2019 were $360,578~~$483,162, and ~~$396,676,~~$680,004 and $888,391, respectively.

NOTE 10 – LEASES

ASC 842, “Leases”, requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at either the effective date (the “effective date method”) or the beginning of the earliest period presented (the “comparative method”) using a modified retrospective approach. Under the effective date method, the Company’s comparative period reporting is unchanged. In contrast, under the comparative method, the Company’s date of initial application is the beginning of the earliest comparative period presented, and the Topic 842 transition guidance is then applied to all comparative periods presented. Further, under either transition method, the standard includes certain practical expedients intended to ease the burden of adoption. The Company adopted ASC 842 October 1, 2019, using the effective date method and elected certain practical expedients allowing the Company not to reassess:

●

whether expired or existing contracts contain leases under the new definition of a lease;

●

lease classification for expired or existing leases; and

●

whether previously capitalized initial direct costs would qualify for capitalization under Topic 842.

The Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or less.

The Company entered into a financing lease for a single vehicle in the Industrial services segment with a term of 3 years. The Company enters into operating leases for its facilities in New York, United Kingdom, and India, as well as for vehicles for use in our Industrial Services segment. The operating lease terms range from 2 to 7 years. The Company excluded the renewal option on its applicable facility leases from the calculation of its right-of-use assets and lease liabilities.

Finance and operating lease liabilities consist of the following:

	December 31,		September 30,
	2020		2020		March 31, 2021		September 30, 2020
Lease liabilities - current
Finance leases	$	14,245	$	20,061	$	8,501	$	20,061
Operating leases		735,493		700,975		755,607		700,975
		749,738		721,036		764,108		721,036

Lease liabilities - net of current portion
Finance leases	$	-	$	-	$	-	$	-
Operating leases		1,944,754		2,027,406		2,106,545		2,027,406
	$	1,944,754	$	2,027,406	$	2,106,545	$	2,027,406

A reconciliation of undiscounted cash flows to finance and operating lease liabilities recognized in the condensed consolidated balance sheet at ~~December~~March 31, ~~2020~~2021, is set forth below:

										Finance leases			Operating Leases			Total
Years ending September 30,	Finance leases			Operating Leases			Total
2021		14,306			587,954			602,260			8,528			404,419			412,947
2022		-			721,161			721,161			-			799,784			799,784
2023		-			519,740			519,740			-			616,607			616,607
2024		-			382,838			382,838			-			480,881			480,881
2025		-			359,658			359,658			-			457,078			457,078
2026 & thereafter		-			558,410			558,410
2026 & Thereafter											-			573,198			573,198
Undiscounted lease payments		14,306			3,129,761			3,144,067			8,528			3,331,967			3,340,495
Amount representing interest		(61	)		(449,514	)		(449,575	)		(27	)		(469,815	)		(469,842	)
Discounted lease payments	$	14,245		$	2,680,247		$	2,694,492		$	8,501		$	2,862,152		$	2,870,653

1817

Additional disclosures of lease data are set forth below:

Three months ended Three months ended
December 31, 2020 December 31, 2019
Lease costs:
Finance lease costs:
Depreciation of finance lease assets $ 5,728 $ 5,728
Interest on lease liabilities 27 208

Operating lease costs:
Amortization of right-of-use assets 186,777 156,777
Interest on lease liabilities 16,636 20,375
Total lease cost $ 209,168 $ 183,088

Other information:
Cash paid for amounts included in the
measurement of lease liabilities:
Operating leases $ 178,228 $ 5,936
Finance leases 14,306 199,290
$ 192,534 $ 205,226

Weighted-average remaining lease term - finance leases (months) 7 19
Weighted-average remaining lease term - operating leases (months) 48 36

Weighted-average discount rate - finance leases 3.63 % 6.95 %
Weighted-average discount rate - operating leases 6.64 % 6.57 %

	Six months ended
	March 31, 2021			March 31, 2020
Lease costs:
Finance lease costs:
Depreciation of finance lease assets	$	11,456		$	11,456
Interest on lease liabilities		61			416

Operating lease costs:
Amortization of right-of-use assets		438,539			275,822
Interest on lease liabilities		34,613			20,375
Total lease cost	$	484,669		$	308,069

Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating leases	$	450,102		$	11,872
Finance leases		20,034			398,580
	$	470,136		$	410,452

Weighted-average remaining lease term - finance leases (months)		3			16
Weighted-average remaining lease term - operating leases (months)		72			28

Weighted-average discount rate - finance leases		3.63	%		3.63	%
Weighted-average discount rate - operating leases		6.85	%		6.57	%

The Company used the rate implicit in the lease, where known, or its incremental borrowing rate as the rate used to discount the future lease payments.

NOTE 11 – PREPAID AND OTHER CURRENT ASSETS

On ~~December~~March 31, ~~2020,~~2021, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of ~~$46,713,~~$1,040,370, other current assets of ~~$1,219,807.~~$779,661. On September 30, 2020, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of $101,308, and other current assets of $1,087,009.

NOTE 12 - OTHER ASSETS

As of ~~December~~March 31, ~~2020,~~2021, the Company had other assets of ~~$1,103,149~~$1,074,861 which was comprised of rent security of $294,978, a strategic investment in MasterpieceVR of $500,000, and other assets of ~~$308,171.~~$280,074. As of September 30, 2020, the Company had other assets of $744,207 which was comprised of rent security deposits of $294,553 and other assets of $449,654.

NOTE 13 – RELATED PARTY TRANSACTIONS

On August 31, 2019, the Company entered into an Asset Purchase Agreement for the sale of Griffin Filters, LLC to Ducon Technologies, Inc., which Aron Govil, the Company’s Founder and Former CFO, is President, for total consideration of $550,000. As of ~~December~~March 31, ~~2020,~~2021, and September 30, 2020, there was ~~$1,477,644~~$1,498,776 and $1,432,209 in receivables due from Ducon Technologies, Inc., respectively. At ~~December~~March 31, ~~2020,~~2021, $500,000 of the balance due is for the sale of Griffin, which was due in February 2021, and the remaining balance are various receivables with various due dates within the next fiscal year. The Company is currently negotiating a payment agreement surrounding all these amounts due.

Please see Note 2 for further transactions relating to Aron Govil.

NOTE 14 – LINES OF CREDIT AND LONG-TERM LIABILITIES

Lines of credit

The Company currently has a line of credit with Fulton Bank for $3,500,000. The line carries an interest of LIBOR plus 2.00% per annum ~~(2.34%~~(2.19% as of ~~December~~March 31, ~~2020)~~2021). At ~~December~~March 31, ~~2020~~2021 there was no outstanding balance on this line of credit.

Loans payable to bank

On December15, 2015, the Company acquired a loan from Fulton Bank in the amount of $5,250,000 in order to fund the purchase of Advanced Industrial Services, Inc. $5,000,000 of the proceeds went to direct purchase of AIS. This loan carries interest of LIBOR plus 2.25% per annum ~~(2.59%~~(2.44% as of ~~December~~March 31, ~~2020)~~2021) and is payable on December 15, 2022. This loan carries loan covenants which the Company was in compliance with as of ~~December 31.~~March 31, 2021.

On December15, 2015, the Company acquired a loan from Fulton Bank in the amount of $620,000 in order to fund the operations of Advanced Industrial Services, Inc. This loan carries interest of LIBOR plus 2.00% per annum ~~(3.98%~~(2.19% as of ~~September 30, 2020)~~March 31, 2021) and was fully paid on December 15, 2020.

On May 1, 2018, the Company acquired a loan from Fulton Bank in the amount of $400,000 in order to fund new equipment for Advanced Industrial Services, Inc. This loan carries interest of LIBOR plus 2.00% per annum ~~(2.34%~~(2.19% as of ~~December~~March 31, ~~2020)~~2021) and is payable on May 1, 2023. This loan carries loan covenants which the Company was in compliance with as of ~~December~~March 31, ~~2020.~~2021.

On January 28, 2020, the Company acquired a loan from Fulton Bank in the amount of $360,000 in order to fund new equipment for Advanced Industrial Services, Inc. This loan carries interest of LIBOR plus 2.25% per annum ~~(2.59%~~(2.44% as of ~~December~~March 31, ~~2020)~~2021) and is payable on May 1, 2023. This loan carries loan covenants which the Company was in compliance with as of ~~December~~March 31, ~~2020.~~2021.

Notes payable

On December 23, 2019, the Company, issued a note payable to an independent private lender in the amount of $1,725,000. This note carries interest of 8% and matures on June 23, 2021. After deduction of an original issue discount of $225,000 and legal fees of $5,000, the Company received $1,495,000 in cash. This note was satisfied on November 2, 2020.

On April 24, 2020, the Company, issued a note payable to an independent private lender in the amount of $1,725,000. This note carries interest of 8% and matures on October 24, 2021. After deduction of an original issue discount of $225,000 and legal fees of $5,000, the Company received $1,495,000 in cash. This note was satisfied on January 21, 2021.

On September 30, 2020, the Company, issued a note payable to an independent private lender in the amount of $4,605,000. This note carries interest of 8% and matures on March 30, 2022. After deduction of an original issue discount of 600,000 and legal fees of $5,000, the Company received $4,000,000 in cash.

On March 3, 2020, Vicon, a subsidiary of the Company amended the $5,600,000 Term Loan Agreement with NIL Funding Corporation (“NIL”). Upon closing, $500,000 of outstanding borrowings were repaid to NIL, additionally, another $500,000 is to be paid in one year. The Agreement requires monthly payments of accrued interest that began on October 1, 2018. This note carries interest of 8.85% and matures on March 30, 2022. This note carries loan covenants which the Company is in compliance with as of ~~December~~March 31, ~~2020.~~2021.

Mortgage Payable

On January 28, 2020, the Company’s subsidiary, Advanced Industrial Services, Inc., completed the purchase of two buildings for a total purchase price of $3,381,433. The Company paid $905,433 in cash and acquired a mortgage from Fulton Bank in the amount of $2,476,000. This mortgage carries interest of LIBOR plus 2.50% per annum (2.69% as of March 31, 2021) and is payable on January 28, 2040. This loan carries loan covenants similar to covenants on The Company’s other loans from Fulton Bank. As of ~~December~~March 31, 2021, the Company was in compliance with these covenants.

Paycheck Protection Program Loans

In April and May of 2020, the Company and its subsidiaries applied for and were granted $3,471,100 in Paycheck Protection Program loans under the CARES Act. These loans bear interest of 1% and mature in two years. The Company will apply for and fully expects these loans to be forgiven under the provisions of the CARES Act and any subsequent legislation that may be applicable. These loans are recorded under Paycheck Protection Program Loans on our Condensed Consolidated Balance Sheet as of September 30, 2020, net of the short-term portion of $710,046. ~~At the time~~In April and June of ~~this filing,~~2021 $3,156,700 and $193,000 of these loans ~~have been~~were forgiven.

On January 24, 2021, and April 17, 2021, subsidiaries of the company received additional $1,970,785 and $971,500, respectively, of Paycheck Protection Program funds as part of the second Paycheck Protection Program for which the subsidiary qualifies due to the decrease in revenues. These loans bear interest of 1% and mature in five years.

NOTE 15– STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 10,000,000 shares of Preferred Stock, $0.001 par value. As of March 31, 2021, and September 30, 2020, ~~and September 30, 2019,~~ there were ~~3,364,953and 3,156,974~~1,845,004 and 3,364,953 shares issued and outstanding, respectively.

Series 1 Preferred Stock

On March 30, 2020, the Company amended the Certificate of Designation (the “Amended Certificate of Designation”) for our Series 1 Preferred Stock (the “Series 1 Stock”). The Amended Certificate of Designation increased the number of authorized preferred shares under the designation for our Series 1 Preferred Stock from 3,000,000 shares to 4,000,000 shares.

For the ~~three~~six months ended ~~December~~March 31, ~~2020,~~2021, 108,169 shares of Series 1 Preferred Stock were issued to pay ~~$1,080,690 worth of~~ dividends to holders of Series 1 Preferred Stock.

During the three-month period ended March 31, 2021, the Company retired 469,949 shares of Series 1 Preferred Stock surrendered by Aron Govil as part of the settlement agreement (see Note 2).

As of ~~December~~March 31, ~~2020,~~2021, and September 30, 2020, there were ~~2,264,953~~1,795,004 and 2,156,784 shares of Series 1 Preferred Stock issued and outstanding, respectively.

Series A Preferred stock

During the three-month period ended ~~December~~March 31, ~~2020,~~2021, the Company ~~did not issue any~~retired 1,000,000 shares of Series A Preferred ~~Stock.~~Stock surrendered by Aron Govil as part of the settlement agreement (see Note 2).

As of ~~December~~March 31, ~~2020,~~2021, and September 30, 2020, there were zero and 1,000,000 shares of Series A Preferred Stock issued and ~~outstanding.~~outstanding, respectively.

Series C Preferred Stock

On October 3, 2019, pursuant to Article IV of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up to one hundred thousand (100,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock are entitled to the number of votes equal to the result of (i) the total number of shares of Common Stock outstanding at the time of such vote multiplied by 10.01, and divided by (ii) the total number of shares of Series C Preferred Stock outstanding at the time of such vote, at each meeting of our shareholders with respect to any and all matters presented to our shareholders for their action or consideration, including the election of directors.

During the three-month period ended March 31, 2021, the Company retired 50,000 shares of Series C Preferred Stock surrendered by Aron Govil as part of the settlement agreement (see Note 2).

As of ~~December~~March 31, 2021, and September 30, 2020, there were 50,000 and 100,000 shares of Series C Preferred Stock issued and ~~outstanding.~~

outstanding, respectively.

Common Stock

The Company is authorized to issue 50,000,000 shares of common stock, $0.001 par value. As of ~~December~~March 31, ~~2020,~~2021, there were ~~17,968,177~~18,711,463 shares issued and outstanding and at September 30, ~~2019,~~2020, there were ~~3,962,790~~17,622,539 shares issued and outstanding.

During the ~~three~~six months ended ~~December~~March 31, ~~345,638~~1,088,654 shares of the Company’s common stock have been issued to satisfy ~~$225,000~~$550,000 of notes payable, ~~$98,517~~$191,556 in accrued interest, and ~~$84,335~~$465,772 of excess value of shares issued recorded as interest expense.

Shares Surrendered in Settlement

~~On February 26, 2021, the Company entered into a Settlement Agreement and Release with Aron Govil regarding these transactions.~~

In ~~the settlement,~~March 2021, Mr. Govil is required to pay the Company consideration with a total value of $7,100,000 (the “Settlement Amount”) within 10 business days of entering the Agreement. Part of the Settlement Amount was paid in securities: Mr. Govil has transferredreturned to the Company ~~securities that he or his entities owned in our company, including~~ 1,000,000 shares of Series A Preferred Stock, 50,000 Shares of Series C Preferred Stock, ~~Series~~ 469,949 shares of Series 1 Preferred Stock, and forfeited all outstanding options to purchase shares of commons stock (collectively, the “Securities”). ~~The Securities surrendered by Govil to the Company were collectively valued at the amount of $5,566,720 for~~For the purposes of ~~the agreement,~~accounting recognition, the Company ~~is currently evaluating~~determined the fair ~~market~~ value of the ~~Securities.~~Series A, Series C, and Series 1 Preferred stock based on the closing trading value of the Series 1 Preferred Stock on the date of the agreement. The options surrendered were valued using the Black-Scholes option pricing model.

NOTE 16– SHARE-BASED COMPENSATION

For the ~~three~~six months ended ~~December~~March 31, ~~2020~~2021, and ~~2019,~~2020, the Company recognized ~~$16,071~~$65,317 and ~~$119,104~~$143,208 of share-based compensation expense on its outstanding options, respectively. As of ~~December~~March 31, ~~$192,812~~2021, $443,964 of unrecognized share-based compensation expense is expected to be recognized over a period of five years. Future compensation amounts will be adjusted for any change in estimated forfeitures.

NOTE 17– COMMITMENTS AND CONTINGENCIES

The Company has moved its corporate activities to New York City with a month-to-month lease of 2,500 square feet of office space at a rate of $13,000 per month. The Company has recognized ~~$39,000~~$78,000 of lease expense for this lease, for the ~~three~~six months ended ~~December~~March 31, ~~2020.~~2021.

The Company’s IS segment owns approximately 25,000 square feet of warehouse space in Manchester, PA and approximately 43,000 square feet of office and warehouse space in York, PA. The IS segment also leases approximately 15,500 square feet of warehouse space in Emigsville, PA from a third party in a three-year lease at a monthly rent of $4,555 expiring on August 31, 2022. The Company has ~~recognized $13,665 of lease expense~~paid $27,330 for this lease, for the ~~three~~six months ended ~~December~~March 31, ~~2020.~~2021.

The Company’s AT segment leases (i) approximately 6,700 square feet of office and warehouse space in Pune, India from a third party in an five year lease at a monthly rent of $6,453 (INR456,972) expiring on February 28, 2024, the Company has ~~recognized $19,359 of lease expense~~paid $38,718 for this lease, for the ~~year~~six months ended ~~December~~March 31, ~~2020,~~2021, (ii) approximately 30,000 square feet of office and warehouse space in Hauppauge, New York from a third party in a seven-year lease at a monthly rent of $28,719 expiring on March 31, 2027, the Company ~~recognized $86,157 of lease expense~~paid $172,314 for ~~prior lease on~~ this property, during the ~~three~~six months ended ~~December~~March 31, ~~2020~~2021 and (iii) approximately 9,400 square feet of office and warehouse space in Hampshire, England in a fifteen-year lease with at a monthly rent of $7,329 (£5,771) which expires on March 24, 2031 and contains provisions to terminate in ~~2021 and~~ 2026, the Company has ~~recognized $21,987 of lease expense~~paid $43,974 for this lease for the ~~year~~six months ended ~~December~~March 31, ~~2020.~~2021.

2221

NOTE 18- SUBSEQUENT EVENTS

Cemtrex has evaluated subsequent events up to the date the condensed consolidated financial statements were issued. Cemtrex concluded that the following subsequent events have occurred and require recognition or disclosure in the condensed consolidated financial statements.

~~Common shares issued subsequent to financial statements date.~~

~~In January and February of 2021, the Company issued 743,286 shares of common stock to satisfy $918,039 worth of notes payable and accrued interest.~~

~~Departure and appointment of Certain Officers and Directors~~

~~On January 6, 2021, Priscilla Popov was dismissed from her position as Chief Financial Officer (“CFO”) at Cemtrex.~~

On January 6, 2021, Christopher C. Moore was appointed Cemtrex’s Chief Financial Officer where he is responsible for the Company’s financial planning, accounting, tax, and business process functions.

~~On January 25, 2021, Raju Panjwani resigned his role as a Board Member to retire and pursue other interests~~.

Paycheck Protection Program Loan

On ~~January 24, 2021, and~~ April 17, 2021, ~~subsidiaries~~a subsidiary of the ~~company~~Company received an additional ~~$1,970,785 and~~ $971,500 ~~respectively,~~ of Paycheck Protection Program funds as part of the second Paycheck Protection Program for which the subsidiary qualifies due to the decrease in revenues.

In April and June of 2021 $3,156,700 and $193,000 of our first round Paycheck Protection Program Loans ~~have been~~were forgiven.

~~Settlement Agreement~~

~~On February 26, 2021, the Company entered into a Settlement Agreement and Release with Aron Govil regarding the transactions reported in Note 2 of this 10-Q.~~

In the settlement, Mr. Govil is required to pay the Company consideration with a total value of $7,100,000 (the “Settlement Amount”) within 10 business days of entering the Agreement. Part of the Settlement Amount was paid in securities: Mr. Govil has transferred to the Company securities that he or his entities owned in our company, including 1,000,000 shares of Series A Preferred Stock, 50,000 Shares of Series C Preferred Stock, Series 469,949 shares of Series 1 Preferred Stock, and forfeited all outstanding options to purchase shares of commons stock (collectively, the “Securities”). The Securities surrendered by Govil to the Company were collectively valued at the amount of $5,566,720 for the purposes of the agreement, the Company is currently evaluating the fair market value of the Securities.

The balance of the Settlement Amount is contained in a secured promissory note (the ��Note”) that Mr. Govil has issued to our company. The Note bears interest at 9% per annum and is secured by all of Mr. Govil’s assets. Mr. Govil also agreed to sign an affidavit confessing judgment in the event of a default on the Note.

The Company will recognize the effects of this agreement in the next reporting period. The Company expects to recognize an unusual, one-time gain of $7,100,000 in accordance with the terms of the agreement.

Series 1 Preferred Stock Dividend

On March 18, 2021, The Board of Directors of Cemtrex, Inc. passed a resolution that the company will pay its dividend on Series 1 Preferred Stock in additional shares of Series 1 Preferred Stock. The holders of the Series 1 Preferred Stock are entitled to receive dividends at the rate of 10% annually, based on the $10.00 per share Preference Amount, payable semiannually. The Company issued ~~89,752~~90,147 shares of our Series 1 Preferred Stock on April 6, 2021, to the holders of record on close of business on March 31, 2021.

2322

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. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. 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

Now the Company has two business segments, consisting of (i) Advanced Technologies (AT) and (ii) Industrial Services (IS).

Advanced Technologies (AT)

2423

Industrial Services (IS)

Significant 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 “significant”, 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 significant 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, 2020.

Results of Operations - For the three months ending ~~December~~March 31, ~~2020~~2021, and ~~2019~~2020

Total revenue for the three months ended ~~December~~March 31, 2021, and 2020 was $9,260,385 and ~~2019 was $8,836,076 and $12,220,083,~~$12,113,847, respectively, a decrease of ~~$3,384,007,~~$2,853,462, or ~~28%~~24%. Loss from operations for the three months ended ~~December~~March 31, ~~2020~~2021, was ~~$2,045,951~~$1,962,598 compared to ~~operating income of $397,490~~$516,900 for the three months ended ~~December~~March 31, 2020, ~~a decrease~~an increase on the loss of ~~$2,443,441,~~$1,445,698, or ~~615%~~280%. Total revenue for the quarter decreased, as compared to total revenue in the same period last year, due to shutdowns and limited operations of businesses due to the COVID-19 crisis. Loss from operations increased due to decreased ~~sales during~~revenues as a result of the COVID-19 crisis.

Revenues

Our Advanced Technologies segment revenues for the three months ended ~~December~~March 31, ~~2020,~~2021, decreased by ~~$2,552,364~~$698,986 or ~~35%~~11% to ~~$4,672,869~~$5,487,414 from ~~$7,225,233~~$6,186,400 for the three months ended ~~December~~March 31, ~~2019.~~2020. This decrease is mainly due to the impact of the COVID-19 crisis.

Our Industrial Services segment revenues for the three months ended ~~December~~March 31, ~~2020,~~2021, decreased by ~~$831,643~~$2,154,476 or ~~17%~~36%, to ~~$4,163,207~~$3,772,971 from ~~$4,994,850~~$5,927,447 for the three months ended ~~December~~March 31, ~~2019.~~2020. This decrease is mainly due to the impact of the COVID-19 crisis.

Gross Profit

Gross Profit for the three months ended ~~December~~March 31, ~~2020~~2021, was ~~$4,005,470~~$3,928,884 or ~~45%~~42% of revenues as compared to gross profit of ~~$5,348,486~~$5,346,104 or 44% of revenues for the three months ended ~~December~~March 31, ~~2019.~~2020. Gross profit decreased in the three months ended ~~December~~March 31, ~~2020,~~2021, compared to the three months ended ~~December~~March 31, ~~2019~~2020, due to lower ~~sales, however the percentage increase is due to a shift by management in the last fiscal year to focus on products with higher gross margins.~~revenues. The Company’s gross profit margins vary from product to product and from customer to customer.

2524

General and Administrative Expenses

General and administrative expenses for the three months ended ~~December~~March 31, ~~2020 increased $842,786~~2021, decreased $208,086 or ~~18%~~4% to ~~$5,417,196~~$5,249,985 from ~~$4,574,410~~$5,458,071 for the three months ended ~~December~~March 31, ~~2019.~~2031. General and administrative expenses as a percentage of revenue was ~~61%~~57% and ~~37%~~45% of revenues for the three-month periods ended ~~December~~March 31, ~~2020~~2021, and ~~2019.~~2020. The increase in General and Administrative Expenses as a percentage of revenue is the reduction in ~~sales~~revenues from the same quarter last year and the decrease on a dollar per dollar basis is the result of ~~increased personnel expenses,~~decreased travel, marketing and sales ~~expenses offset by a reduction in travel~~ expenses.

Research and Development Expenses

Research and Development expenses for the three months ended ~~December~~March 31, ~~2020~~2021, was ~~$634,225~~$641,497 compared to ~~$376,586~~$404,933 for the three months ended ~~December~~March 31, ~~2019.~~2020. Research and Development expenses are primarily related to the Advanced Technologies Segment’s development of proprietary technology and further developments of the SmartDesk and Artificial Intelligence (AI) and next generation solutions associated with security and surveillance systems software.

Other Income/(Expense)

Other income/(expense) for the ~~first~~second quarter of fiscal 2021, was ~~$342,047~~$4,505,033 as compared to ~~$(258,197)~~$(900,506) for the first quarter of fiscal 2020. Other income/(expense) for the three months ended ~~December~~March 31, ~~2020 was primarily due to~~2021, included the following one-time items (i) the settlement with Aron Govil (see Note 2), generated other income of $3,674,165, (ii) employee retention credits of $736,899. Additionally, the company had realized and unrealized ~~income~~gains on ~~the sale of~~ marketable securities ~~offset by interest expense on interest bearing liabilities.~~of $926,622.

Provision for Income Taxes

During the ~~first~~second quarter of fiscal 2021, the Company recorded an income tax provision of ~~$28,954 compared~~$98,477compared to ~~no provision~~$189,543 for the ~~first~~second quarter of fiscal 2020. The provision for income tax is based upon the projected income tax from the Company’s various U.S. and international subsidiaries that are subject to their respective income tax ~~jurisdictions.~~jurisdictions and the Company’s projected ability to utilize net loss carryforwards.

~~Comprehensive loss~~Net income/(loss) attributable to Cemtrex, Inc. shareholders

The Company had a ~~comprehensive loss~~net income attributable to Cemtrex, Inc. shareholders of ~~$1,654,747,~~$2,454,132, or ~~19%~~27% of revenues, for the three-month period ended ~~December~~March 31, ~~2020~~2021 as compared to a ~~comprehensive income~~net loss attributable to Cemtrex, Inc. shareholders of ~~$526,538~~$1,599,101 or 4%13% of revenues, for the three months ended ~~December~~March 31, ~~2019. Comprehensive loss~~2020. Net income/(loss) attributable to Cemtrex, Inc. shareholders increased in the ~~first~~second quarter as compared to ~~comprehensive loss in~~ the same period last year was primarily due to other income items mentioned above.

Results of Operations - For the six months ending March 31, 2021, and 2020

Total revenue for the six months ended March 31, 2021, and 2020 was $18,096,461 and $24,333,930, respectively, a decrease of $6,237,469, or 26%. Loss from operations for the six months ended March 31, 2021, was $4,008,549 compared to $119,410 for the six months ended March 31, 2020, an increase on the loss of $3,889,139, or 3,257%. Total revenue for the period decreased, as compared to total revenue in the same period last year, due to shutdowns and limited operations of businesses due to the COVID-19 crisis. Loss from operations increased due to decreased revenues as a result of the COVID-19 crisis.

Revenues

Our Advanced Technologies segment revenues for the six months ended March 31, 2021, decreased by $3,251,350 or 24% to $10,160,283 from $13,411,633 for the six months ended March 31, 2020. This decrease is mainly due to the impact of the COVID-19 crisis.

Our Industrial Services segment revenues for the six months ended March 31, 2021, decreased by $2,986,119 or 27%, to $7,936,178 from $10,922,297 for the six months ended March 31, 2020. This decrease is mainly due to the impact of the COVID-19 crisis.

Gross Profit

Gross Profit for the six months ended March 31, 2021, was $7,934,354 or 44% of revenues as compared to gross profit of $10,694,590 or 44% of revenues for the six months ended March 31, 2020. Gross profit decreased in the six months ended March 31, 2021, compared to the six months ended March 31, 2020, due to lower revenues. The Company’s gross profit margins vary from product to product and from customer to customer.

General and Administrative Expenses

General and administrative expenses for the six months ended March 31, 2021, increased $634,700 or 6% to $10,667,181 from $10,032,481 for the six months ended March 31, 2020. General and administrative expenses as a percentage of revenue was 59% and 41% of revenues for the six-month periods ended March 31, 2021, and 2020. The increase in General and Administrative Expenses as a percentage of revenue is the reduction in revenues from the same period last year and the increase on a dollar per dollar basis is the result of increased personnel, legal and accounting fees, and marketing and sales expenses.

Research and Development Expenses

Research and Development expenses for the six months ended March 31, 2021, was $1,275,722 compared to $781,519 for the six months ended March 31, 2020. Research and Development expenses are primarily related to the Advanced Technologies Segment’s development of proprietary technology and further developments of the SmartDesk and Artificial Intelligence (AI) and next generation solutions associated with security and surveillance systems software.

Other Income/(Expense)

Other income/(expense) for the first and second quarters of fiscal 2021 was $4,847,080 as compared to $(1,158,703) for the first and second quarters of fiscal 2020. Other income/(expense) for the six months ended March 31, 2021, included the following one-time items (i) the settlement with Aron Govil (see Note 2), generated other income of $3,674,165, (ii) employee retention credits of $736,899. Additionally, the company had realized and unrealized gains on marketable securities of $1,869,366.

Provision for Income Taxes

During the first and second quarters of fiscal 2021 the Company recorded an income tax provision of $127,431 compared to $189,543 for the second quarter of fiscal 2020. The provision for income tax is based upon the projected income tax from the Company’s various U.S. and international subsidiaries that are subject to their respective income tax jurisdictions and the Company’s projected ability to utilize net loss carryforwards.

Net income/(loss) attributable to Cemtrex, Inc. shareholders

The Company had a net income attributable to Cemtrex, Inc. shareholders of $711,100, or 4% of revenues, for the six-month period ended March 31, 2021, as compared to a net loss attributable to Cemtrex, Inc. shareholders of $1,654,719 or 7% of revenues, for the three months ended March 31, 2020. Net income/(loss) attributable to Cemtrex, Inc. shareholders increased in the ~~operating loss~~first and second quarters as compared to the same period ~~over period.~~last year was primarily due to other income items mentioned above.

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 ~~$20,402,746~~$19,962,805 at ~~December~~March 31, ~~2020~~2021, compared to $23,285,122 at September 30, 2020. This includes cash and equivalents and restricted cash of ~~$17,665,496~~$17,280,660 at ~~December~~March 31, ~~2020~~2021, and $21,072,859 at September 30, 2020, respectively. The decrease in working capital was primarily due to the reduction of the Company’s cash and equivalents, and trade receivables during the first ~~quarter~~and second quarters of fiscal year 2021.

Accounts receivable decreased ~~$2,209,153~~$1,283,505 or ~~33%~~19% to ~~$4,477,644~~$5,403,292 at ~~December~~March 31, ~~2020~~2021, from $6,686,797 at September 30, 2020. The decrease in accounts receivable is attributable to lower ~~sales~~revenues in the first ~~quarter~~and second quarters of fiscal year 2021 due to the COVID-19 crisis.

Inventories increased ~~$632,610~~$565,002 or 9%8% to ~~$7,426,416~~$7,358,808 at ~~December~~March 31, ~~2020~~2021, from $6,793,806 at September 30, 2020. The increase inventories is attributable to the purchase of inventories for new products the Company plans to ship in the ~~future .~~future.

Operating activities used ~~$135,129~~$2,856,654 cash for the ~~three~~six months ended ~~December~~March 31, ~~2020~~2021, compared to using ~~$1,045,571of~~$1,370,703 cash for the ~~three~~six months ended ~~December~~March 31, ~~2019.~~2020. The ~~decrease~~increase in operating cash flows was primarily due to the decrease in the Company’s accounts receivable, as compared to the same period a year ago.

Investment activities used ~~$1,618,410~~$110,129 of cash for the ~~three~~six months ended ~~December~~March 31, ~~2020~~2021, compared to using cash of ~~$166,519~~$3,794,158 during the ~~three-month~~six-month period ended ~~December~~March 31, ~~2019.~~2020. Investing activities for the first quarter of fiscal year 2021 were driven by the Company’s investment in Virtual Driver Interactive, MasterpieceVR Software, purchase of fixed assets, and marketable ~~securities.~~securities transactions.

Financing activities used ~~$1,629,708~~$754,748 of cash in the ~~three-month~~six-month period ended ~~December~~March 31, ~~2020~~2021, as compared to providing cash of ~~$2,987,505~~$6,564,694 in the ~~three-month~~six-month period ended ~~December~~March 31, ~~2019.~~2020. Financing activities were primarily driven by payments on bank loans and notes ~~payable.~~payable and proceeds from the second round of Paycheck Protection Program loans.

We believe that our cash on hand and cash generated by operations is sufficient to meet the capital demands of our current operations during the 2021 fiscal year (ending September 30, 2021). 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.

Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our expansion goals and working capital needs.

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 ~~December~~March 31, ~~2020.~~2021. Based on their evaluation, our management has concluded that as of ~~December~~March 31, ~~2020~~2021, there is a material weakness in our internal control over financial reporting. The material weakness relates to the Company lacking sufficient accounting personnel. The shortage of accounting personal resulted in the Company lacking entity level controls around the review of period-end reporting processes, accounting policies and public disclosures. This deficiency is common in small companies, similar to us, with limited personnel.

Notwithstanding the conclusion by our Chief Executive Officer and Chief Financial Officer that our disclosure controls and procedures as of ~~December~~March 31, ~~2020~~2021, were not effective, and notwithstanding the material weakness in our internal control over financial reporting described below, management believes that the unaudited condensed financial statements and related financial information included in this Quarterly Report fairly present in all material respects our financial condition, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with GAAP.

In order to mitigate the material weakness, the Board of Directors has assigned a priority to the short-term and long-term improvement of our internal control over financial reporting. Our Board of Directors will work with management to continuously review controls and procedures to identified deficiencies and implement remediation within our internal controls over financial reporting and our disclosure controls and procedures.

Changes in Internal Control Over Financial Reporting

While 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, the Company is taking steps to improve its internal controls by obtaining additional accounting personnel.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Part II Other Information

Item 1. Legal Proceedings.

NONE.

Item 1A. Risk Factors

See Risk Factors included in our Annual Report on Form 10-K for 2020.

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

During the ~~three~~six months ended ~~December~~March 31, 2020, the Company issued an aggregate of ~~345,638~~1,088,654 shares of common stock in exchange for aggregate consideration of ~~$323,517,~~$1,207,328, which was used for working capital and research and development. Such shares were issued pursuant to the exemption contained under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 6. Exhibits

Exhibit No.		Description
2.2		Stock Purchase Agreement regarding the stock of Advanced Industrial Services, Inc., AIS Leasing Company, AIS Graphic Services, Inc., and AIS Energy Services, LLC, Dated December 15, 2015. (8)
2.3		Asset Purchase agreement between Periscope GmbH and ROB Centrex Assets UG, ROB Cemtrex Automotive GmbH, and ROB Cemtrex Logistics GmbH. (7)
3.1		Certificate of Incorporation of the Company.(1)
3.2		By Laws of the Company.(1)
3.3		Certificate of Amendment of Certificate of Incorporation, dated September 29, 2006.(1)
3.4		Certificate of Amendment of Certificate of Incorporation, dated March 30, 2007.(1)
3.5		Certificate of Amendment of Certificate of Incorporation, dated May 16, 2007.(1)
3.6		Certificate of Amendment of Certificate of Incorporation, dated August 21, 2007.(1)
3.7		Certificate of Amendment of Certificate of Incorporation, dated April 3, 2015.(3)
3.8		Certificate of Designation of the Series A Preferred Shares, dated September 8, 2009.(2)
3.9		Certificate of Designation of the Series 1 Preferred Stock.(11)
3.10		Certificate of Amendment of Certificate of Incorporation, dated September 7, 2017 (12)
3.11		Certificate of Designations of Series B Redeemable Convertible Preferred ~~Stock.(14)~~Stock..(21)
3.12		Certificate of Correction to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Cemtrex, Inc (6)
3.13		Amended Certificate of Designation of the Series 1 Preferred Shares, dated March 30, 2020.(16)
3.14		Certificate of Amendment of Certificate of Incorporation, dated July 29, 2020 (20)
3.15*3.15		Certificate of Correction of Certificate of Incorporation, dated July 29, 2021, filed October 7, 2020 (9)
4.1		Form of Subscription Rights Certificate. (10)
4.2		Form of Series 1 Preferred Stock Certificate. (10)
4.3		Form of Series 1 Warrant. (10)
4.4		Form of Common Stock Purchase Warrant, dated March 22, 2019. (14)
10.1		Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 4, 2020.(17)
10.2		Consulting Agreement, dated April 22, 2020 between Centrex, Inc. and Adtron, Inc. (5)
10.3		Securities Purchase Agreement dated June 1, 2020 (18)
10.4		Securities Purchase Agreement dated June 9, 2020 (19)
10.5		Settlement Agreement and Release between Cemtrex, Inc. and Aron Govil dated February 26, 2021 (13)
14.1		Corporate Code of Business Ethics.(4)
21.1*		Subsidiaries of the Registrant
31.1*		Certification of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Vice President of Finance and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.
32.2*		Certification of Vice President of Finance and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

*		Filed herewith
1		Incorporated by reference from Form 10-12G filed on May 22, 2008.
2		Incorporated by reference from Form 8-K filed on September 10, 2009.
3		Incorporated by reference from Form 8-K filed on August 22, 2016.
4		Incorporated by reference from Form 8-K filed on July 1, 2016.
5		Incorporated by reference from Form S-8 filed on May 1, ~~20120~~2020
6		Incorporated by reference from Form 8-K filed on June 12, 2019.
7		Incorporated by reference from Form 8-K/A filed on November 24, 2017.
8		Incorporated by reference from Form 8-K/A filed on September 26, 2016.
9	~~Intentionally left blank~~	Incorporated by reference from Form 10-Q filed on May 28, 2021.

10		Incorporated by reference from Form S-1 filed on August 29, 2016, and as amended on November 4, 2016, November 23, 2016, and December 7, 2016.
11		Incorporated by reference from Form 8-K filed on January 24, 2017.
12		Incorporated by reference from Form 8-K filed on September 8, 2017.
13	~~Intentionally left blank~~	Incorporated by reference from Form 8-K filed on February 26, 2021.
14		Incorporated by reference from Form 8-K filed on March 22, 2019.
15		Intentionally left blank
16		Incorporated by reference from Form 8-K filed on April 1, 2020.
17		Incorporated by reference from Form 8-K filed on March 9, 2020.
18		Incorporated by reference from Form 8-K filed on June 4, 2020.
19		Incorporated by reference from Form 8-K filed on June 12, 2020.
20		Incorporated by reference from Form 10-K filed on January 5, 2021.

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: ~~May 28,~~June 23, 2021	By:	/s/Saagar Govil .
		Saagar Govil
		Chief Executive Officer

Dated: ~~May 28,~~June 23, 2021		/s/Christopher C. Moore .
		Christopher C. Moore
		Chief Financial Officer
		and Principal Financial Officer

	Three months ended			Three months ended
	December 31, 2020			December 31, 2019
Lease costs:
Finance lease costs:
Depreciation of finance lease assets	$	5,728		$	5,728
Interest on lease liabilities		27			208

Operating lease costs:
Amortization of right-of-use assets		186,777			156,777
Interest on lease liabilities		16,636			20,375
Total lease cost	$	209,168		$	183,088

Other information:
Cash paid for amounts included in the
measurement of lease liabilities:
Operating leases	$	178,228		$	5,936
Finance leases		14,306			199,290
	$	192,534		$	205,226

Weighted-average remaining lease term - finance leases (months)		7			19
Weighted-average remaining lease term - operating leases (months)		48			36

Weighted-average discount rate - finance leases		3.63	%		6.95	%
Weighted-average discount rate - operating leases		6.64	%		6.57	%