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.

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).

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.

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).

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 13,~~August 12, 2022, the issuer had ~~26,263,296~~26,413,296 shares of common stock issued and outstanding.

	(Unaudited)						(Unaudited)
	March 31,			September 30,			June 30,			September 30,
	2022			2021			2022			2021
Assets
Current assets
Cash and equivalents	$	8,970,324		$	15,426,976		$	11,442,487		$	15,426,976
Restricted cash		1,659,905			1,759,347			1,518,720			1,759,347
Short-term investments		4,624,803			14,981			280,571			14,981
Trade receivables, net		6,005,568			7,810,896			7,564,382			7,810,896
Trade receivables - related party		1,472,514			1,487,155			1,472,514			1,487,155
Inventory –net of allowance for inventory obsolescence		7,066,654			5,657,287			8,458,530			5,657,287
Prepaid expenses and other assets		3,367,643			2,585,652			2,407,116			2,585,652
Total current assets		33,167,411			34,742,294			33,144,320			34,742,294

Property and equipment, net		6,560,246			6,738,944			6,239,239			6,738,944
Right-of-use assets		2,918,671			2,940,127			2,641,960			2,940,127
Goodwill		7,821,283			7,821,283			7,821,283			7,821,283
Other		1,280,386			697,240			1,356,766			697,240
Total Assets	$	51,747,997		$	52,939,888		$	51,203,568		$	52,939,888


Liabilities & Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	4,764,560		$	4,235,002		$	5,401,538		$	4,235,002
Short-term liabilities		15,720,515			9,977,972			17,146,234			9,977,972
Lease liabilities - short-term		905,041			830,791			819,488			830,791
Deposits from customers		184,134			536,220			113,106			536,220
Accrued expenses		1,309,514			1,621,053			1,176,787			1,621,053
Deferred revenue		2,543,822			2,004,170			2,594,517			2,004,170
Accrued income taxes		135,388			448,194			141,465			448,194
Total current liabilities		25,562,974			19,653,402			27,393,135			19,653,402

Long-term liabilities
Loans payable to bank		203,547			767,279			141,239			767,279
Long-term lease liabilities		2,013,630			2,017,408			1,799,002			2,017,408
Notes payable		2,114,322			2,350,000			228,893			2,350,000
Mortgage payable		2,207,617			2,257,785			2,184,404			2,257,785
Other long-term liabilities		822,008			839,171			825,629			839,171
Paycheck Protection Program Loans		103,190			1,032,200			97,120			1,032,200
Deferred Revenue - long-term		582,022			467,967			584,003			467,967
Total long-term liabilities		8,046,336			9,731,810			5,860,290			9,731,810

Total liabilities		33,609,310			29,385,212			33,253,425			29,385,212

Commitments and contingencies		-			-			-			-

Shareholders’ equity
Preferred stock , $0.001 par value, 10,000,000 shares authorized, Series 1, 3,000,000 shares authorized, 1,979,753 shares issued and outstanding as of March 31, 2022 and 1,885,151 shares issued and outstanding as of September 30, 2021 (liquidation value of $10 per share)		1,980			1,885
Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at March 31, 2022 and September 30, 2021		50			50
Preferred stock , value		50			50
Common stock, $0.001 par value, 50,000,000 shares authorized, 24,673,210 shares issued and outstanding at March 31, 2022 and 20,782,194 shares issued and outstanding at September 30, 2021		24,673			20,782
Preferred stock , $0.001 par value, 10,000,000 shares authorized, Series 1, 3,000,000 shares authorized, 2,079,122 shares issued and 2,015,022 shares outstanding as of June 30, 2022 and 1,885,151 shares issued and 1,821,051 shares outstanding as of September 30, 2021 (liquidation value of $10 per share)								2,079			1,885
Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at June 30, 2022 and September 30, 2021								50			50
Common stock, $0.001 par value, 50,000,000 shares authorized, 26,263,296 shares issued and outstanding at June 30, 2022 and 20,782,194 shares issued and outstanding at September 30, 2021								26,263			20,782
Additional paid-in capital		65,779,736			61,727,834			66,522,085			61,727,834
Retained earnings (accumulated deficit)		(51,107,260	)		(41,908,062	)		(51,788,053	)		(41,908,062	)
Treasury stock at cost		(148,291	)		(148,291	)		(148,291	)		(148,291	)
Accumulated other comprehensive income (loss)		2,756,321			2,896,452			2,555,441			2,896,452
Total Cemtrex stockholders’ equity		17,307,209			22,590,650			17,169,574			22,590,650
Non-controlling interest		831,478			964,026			780,569			964,026
Total liabilities and shareholders’ equity	$	51,747,997		$	52,939,888		$	51,203,568		$	52,939,888

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

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

		March 31, 2022			March 31, 2021			March 31, 2022			March 31, 2021
	For the three months ended						For the six months ended						For the three months ended						For the nine months ended
	March 31, 2022			March 31, 2021			March 31, 2022			March 31, 2021			June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021

Revenues		12,728,215			9,260,385			23,400,704			18,096,461			13,630,846			10,326,431			37,031,550			28,422,892
Cost of revenues		8,675,604			5,331,501			15,478,899			10,162,107			7,754,490			6,198,715			23,233,389			16,360,822
Gross profit		4,052,611			3,928,884			7,921,805			7,934,354			5,876,356			4,127,716			13,798,161			12,062,070

Operating expenses
General and administrative		6,757,233			5,249,985			13,369,237			10,667,181			6,948,959			5,670,019			20,318,196			16,337,200
Research and development		1,114,715			641,497			2,426,428			1,275,722			1,048,246			757,966			3,474,674			2,033,688
Total operating expenses		7,871,948			5,891,482			15,795,665			11,942,903			7,997,205			6,427,985			23,792,870			18,370,888
Operating income/(loss)		(3,819,337	)		(1,962,598	)		(7,873,860	)		(4,008,549	)		(2,120,849	)		(2,300,269	)		(9,994,709	)		(6,308,818	)

Other income/(expense)
Other income/(expense)		334,931			1,679,944			1,265,100			2,630,932			2,072,265			3,901,658			3,337,365			6,532,590
Settlement Agreement - Related Party		-			3,674,165			-			3,674,165			-			-			-			3,674,165
Interest Expense		(1,317,517	)		(849,076	)		(2,722,986	)		(1,458,017	)		(931,059	)		(433,009	)		(3,654,045	)		(1,891,026	)
Total other income/(expense), net		(982,586	)		4,505,033			(1,457,886	)		4,847,080			1,141,206			3,468,649			(316,680	)		8,315,729

Net loss before income taxes		(4,801,923	)		2,542,435			(9,331,746	)		838,531			(979,643	)		1,168,380			(10,311,389	)		2,006,911
Income tax benefit/(expense)		-			(98,477	)		-			(127,431	)		247,941			(40,759	)		247,941			(168,190	)
Net income/(loss)		(4,801,923	)		2,443,958			(9,331,746	)		711,100			(731,702	)		1,127,621			(10,063,448	)		1,838,721

Less loss in noncontrolling interest		(80,676	)		(10,174	)		(132,548	)		(50,421	)		(50,909	)		29,608			(183,457	)		(20,813	)
Net income/(loss) attributable to Cemtrex, Inc. shareholders	$	(4,721,247	)	$	2,454,132		$	(9,199,198	)	$	761,521		$	(680,793	)	$	1,098,013		$	(9,879,991	)	$	1,859,534

Other comprehensive income/(loss)
Net income/(loss)	$	(4,801,923	)	$	2,443,958		$	(9,331,746	)	$	711,100		$	(731,702	)	$	1,127,621		$	(10,063,448	)	$	1,838,721
Foreign currency translation loss		(199,623	)		(97,423	)		(140,131	)		(40,325	)		(200,880	)		(193,554	)		(341,011	)		(234,045	)
Defined benefit plan actuarial gain		-			87,895			-			87,895			-			-			-			87,895
Comprehensive income/(loss)		(5,001,546	)		2,434,430			(9,471,877	)		758,670			(932,582	)		934,067			(10,404,459	)		1,692,571
Less comprehensive loss attributable to noncontrolling interest		80,676			10,174			132,548			50,421			50,909			(35,731	)		183,457			14,524
Comprehensive income/(loss) attributable to Cemtrex, Inc. shareholders	$	(5,082,222	)	$	2,424,256		$	(9,604,425	)	$	708,249		$	(983,491	)	$	969,798		$	(10,587,916	)	$	1,678,047

Income/(loss) Per Share-Basic	$	(0.20	)	$	0.13		$	(0.39	)	$	0.04		$	(0.03	)	$	0.06		$	(0.41	)	$	0.10
Income/(loss) Per Share-Diluted	$	(0.20	)	$	0.13		$	(0.39	)	$	0.04		$	(0.03	)	$	0.06		$	(0.41	)	$	0.10

Weighted Average Number of Shares-Basic		24,088,940			18,558,843			23,588,004			18,195,510			25,777,704			18,711,463			24,316,527			18,368,274
Weighted Average Number of Shares-Diluted		24,088,940			18,663,770			23,588,004			18,203,374			25,777,704			18,711,463			24,316,527			18,368,274

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

	Shares		Amount		Shares	Amount		Shares		Amount		Shares		Amount		Capital			Deficit)			At cost			Income(loss)				Equity		interest			Shares		Amount			Shares		Amount		Shares		Amount		Capital			Deficit)			At cost			Income(loss)			Equity			interest
	Preferred Stock Series 1				Preferred Stock Series A			Preferred Stock Series C				Common Stock Par							Retained						Accumulated									Preferred Stock Series 1					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-			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			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			Shares		Amount			Shares		Amount		Shares		Amount		Capital			Deficit)			At cost			Income(loss)			Equity			interest
Balance at September 30, 2021		1,885,151	$	1,885			-		50,000	$	50		20,782,194	$	20,782	$	61,727,834		$	(41,908,062	)	$	(148,291	)	$	2,896,452		$	22,590,650		$	964,026			1,885,151	$	1,885	-		50,000	$	50		20,782,194	$	20,782	$	61,727,834		$	(41,908,062	)	$	(148,291	)	$	2,896,452		$	22,590,650		$	964,026
Foreign currency translation gain/(loss)																										59,492			59,492																												59,492			59,492
Share-based compensation																	45,371												45,371																			45,371												45,371
Shares issued to pay notes payable													2,891,016		2,891		3,285,180												3,288,071															2,891,016		2,891		3,285,180												3,288,071
Dividends paid in Series 1 preferred shares		94,602		95													(95	)											-						94,602		95											(95	)											-
Income/(loss) attributable to noncontrolling interest																													-			(51,872	)																											-			(51,872	)
Net loss				-			-				-				-					(4,477,951	)		-						(4,477,951	)							-	-				-				-					(4,477,951	)		-						(4,477,951	)
Balance at December 31, 2021		1,979,753	$	1,980			-		50,000	$	50		23,673,210	$	23,673	$	65,058,290		$	(46,386,013	)	$	(148,291	)	$	2,955,944		$	21,505,633		$	912,154			1,979,753	$	1,980	-		50,000	$	50		23,673,210	$	23,673	$	65,058,290		$	(46,386,013	)	$	(148,291	)	$	2,955,944		$	21,505,633		$	912,154
Foreign currency translation gain/(loss)																									$	(199,623	)		(199,623	)																										$	(199,623	)		(199,623	)
Share-based compensation																$	27,046												27,046																		$	27,046												27,046
Shares issued with note payable													1,000,000	$	1,000	$	694,400												695,400															1,000,000	$	1,000	$	694,400												695,400
Income/(loss) attributable to noncontrolling interest																													-		$	(80,676	)																											-		$	(80,676	)
Net loss				-			-				-				-				$	(4,721,247	)		-						(4,721,247	)							-	-				-				-				$	(4,721,247	)		-						(4,721,247	)
Balance at March 31, 2022		1,979,753		1,980			-		50,000		50		24,673,210		24,673		65,779,736			(51,107,260	)		(148,291	)		2,756,321			17,307,209			831,478			1,979,753		1,980	-		50,000		50		24,673,210		24,673		65,779,736			(51,107,260	)		(148,291	)		2,756,321			17,307,209			831,478
Foreign currency translation gain/(loss)																																																									(200,880	)		(200,880	)
Share-based compensation																																																38,985												38,985
Shares issued to pay notes payable																																												1,590,086		1,590		703,463												705,053
Dividends paid in Series 1 preferred shares																																			99,369		99											(99	)											-
Income/(loss) attributable to noncontrolling interest																																																												-			(50,909	)
Net loss																																					-	-				-				-					(680,793	)		-						(680,793	)
Balance at June 30, 2022																																			2,079,122		2,079	-		50,000		50		26,263,296		26,263		66,522,085			(51,788,053	)		(148,291	)		2,555,441			17,169,574			780,569

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

	Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount		Capital			Deficit)			At cost			Income(loss)				Equity		interest			Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount		Capital			Deficit)			At cost			Income(loss)			Equity			interest
	Preferred Stock Series 1						Preferred Stock Series A						Preferred Stock Series C						Common Stock Par							Retained						Accumulated									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-			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			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			Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount		Capital			Deficit)			At cost			Income(loss)			Equity			interest
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		$	(34,100,067	)	$	(148,291	)	$	1,812,457		$	27,806,745		$	1,042,300			2,156,784		$	2,157			1,000,000		$	1,000			100,000		$	100			17,622,539	$	17,623	$	60,221,766		$	(34,100,067	)	$	(148,291	)	$	1,812,457		$	27,806,745		$	1,042,300
Foreign currency translation gain/(loss)																																	37,864			37,864																																					37,864			37,864
Share-based compensation																								16,071												16,071																												16,071												16,071
Shares issued to pay notes payable																				345,638		345		407,507												407,852																								345,638		345		407,507												407,852
Dividends paid in Series 1 preferred shares		108,169			108																			(108	)											-						108,169			108																			(108	)											-
Income/(loss) attributable to noncontrolling interest																																				-			(40,247	)																																				-			(40,247	)
Net loss					-						-						-					-		-			(1,692,611	)		-			-			(1,692,611	)		-						-						-						-					-					(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			(35,792,678	)		(148,291	)		1,850,321			26,575,921			1,002,053			2,264,953			2,265			1,000,000			1,000			100,000			100			17,968,177		17,968		60,645,236			(35,792,678	)		(148,291	)		1,850,321			26,575,921			1,002,053

Foreign currency translation gain/(loss)																																	(97,423	)		(97,423	)																																				(97,423	)		(97,423	)
Defined benefit plan actuarial gain/(loss)																																	87,895			87,895																																					87,895			87,895
Share-based compensation																								49,246												49,246																												49,246												49,246
Shares issued to pay notes payable																				743,286		743		1,298,733												1,299,476																								743,286		743		1,298,733												1,299,476
Income in noncontrolling interest																																							(10,174	)																																							(10,174	)
Shares and options surrendered in settelment agreement		(469,949	)		(470	)		(1,000,000	)		(1,000	)		(50,000	)		(50	)						(3,672,645	)											(3,674,165	)					(469,949	)		(470	)		(1,000,000	)		(1,000	)		(50,000	)		(50	)						(3,672,645	)											(3,674,165	)
Net income					-						-						-					-		-			2,454,132			-			-			2,454,132			-						-						-						-										2,454,132			-						2,454,132
Net income/(loss)																											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			(33,338,546	)		(148,291	)		1,840,793			26,695,082			991,879			1,795,004			1,795			-			-			50,000			50			18,711,463		18,711		58,320,570			(33,338,546	)		(148,291	)		1,840,793			26,695,082			991,879
Foreign currency translation gain/(loss)																																																																									(199,677	)		(199,677	)
Dividends paid in Series 1 preferred shares																																										90,147			90																			(90	)											-
Share-based compensation																																																																45,587												45,587
Shares granted to pay notes payable																																																																480,509												480,509
Income in noncontrolling interest																																																																												-			35,731
Net income																																													-						-						-					-					1,098,013			-						1,098,013
Net income/ (loss)																																																																			1,098,013									1,098,013
Balance at June 30, 2021																																										1,885,151			1,885			-			-			50,000			50			18,711,463		18,711		58,846,576			(32,240,533	)		(148,291	)		1,641,116			28,119,514			1,027,610

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

Cash Flows from Operating Activities	2022			2021

	For the six months ended						For the nine months ended
	March 31,						June 30,
Cash Flows from Operating Activities	2022			2021			2022			2021

Net income/(loss)	$	(9,331,746	)	$	711,100		$	(10,063,448	)	$	1,838,721

Adjustments to reconcile net loss to net cash provided/(used) by operating activities:
Adjustments to reconcile net income/(loss) to net cash used by operating activities
Depreciation and amortization		862,683			680,004			1,346,383			972,186
Loss on disposal of property and equipment		30,558			9,219			161,814			18,583
Amortization of right-of-use assets		338,643			438,539
Noncash lease expense								615,354			653,175
Change in allowance for doubtful accounts		(1,839	)		(137,356	)		(7,584	)		(161,101	)
Share-based compensation		72,417			65,318			111,402			110,904
Income tax expense/ (benefit)		-			127,431			(247,941	)		168,190
Interest expense paid in equity shares		1,521,992			657,329			1,627,046			818,348
Accrued interest on notes payable		329,264			41,833			635,001			64,748
Amortization of original issue discounts on notes payable		583,333			475,000			908,333			575,000
Gain on marketable securities		(159,905	)		(1,869,338	)		(2,234,478	)		(2,407,841	)
Discharge of Paycheck Protection Program Loans		(971,500	)		-			(971,500	)		(3,349,700	)
Settlement Agreement - Related Party		-			(3,674,165	)		-			(3,674,165	)

Changes in operating assets and liabilities net of effects from acquisition of subsidiaries:
Accounts receivable		1,807,167			1,420,861			254,098			1,613,682
Accounts receivable - related party		14,641			(71,581	)		14,641			(78,594	)
Inventory		(1,409,367	)		(565,002	)		(2,801,243	)		(1,875,591	)
Prepaid expenses and other current assets		(781,991	)		(631,714	)		178,536			(976,050	)
Other assets		(83,146	)		169,346			(159,526	)		149,778
Other liabilities		(17,163	)		11,438			(13,542	)		15,019
Accounts payable		529,558			(543,272	)		1,166,536			30,327
Operating lease liabilities		(246,715	)		(450,102	)		(546,896	)		(650,535	)
Deposits from customers		(352,086	)		66,808			(423,114	)		9,567
Accrued expenses		(311,539	)		161,820			(444,266	)		(78,851	)
Deferred revenue		653,707			138,595			706,383			124,637
Income taxes payable		(312,806	)		(88,765	)		(58,788	)		(88,987	)
Net cash used by operating activities		(7,235,840	)		(2,856,654	)		(10,246,799	)		(6,178,550	)

Cash Flows from Investing Activities
Purchase of property and equipment		(935,499	)		(944,601	)		(1,003,121	)		(1,113,658	)
Proceeds from sale of property and equipment		230,901			-			51,262			-
Investment in MasterpieceVR		(500,000	)		(500,000	)		(500,000	)		(500,000	)
Investment in related party		-			(900,000	)		-			(1,075,428	)
Proceeds from sale of marketable securities		176,945			7,080,375			12,182,932			9,134,159
Purchase of marketable securities		(4,626,862	)		(4,845,903	)		(10,214,044	)		(6,290,747	)
Net cash used by investing activities		(5,654,515	)		(110,129	)		517,029			154,326

Cash Flows from Financing Activities
Proceeds from notes payable		8,000,000			-			8,000,000			-
Payments on notes payable		(901,763	)		(2,070,257	)		(1,176,763	)		(2,145,257	)
Payments on capital lease liabilities								-			(20,061	)
Payments on bank loans		(613,900	)		(655,276	)		(920,939	)		(957,186	)
Proceeds from Paycheck Protection Program Loans		-			1,970,785			-			2,942,285
Net cash provided/(used) by financing activities		6,484,337			(754,748	)		5,902,298			(180,219	)

Effect of currency translation		(150,076	)		(70,668	)		(397,644	)		(386,160	)
Defined benefit plan actuarial gain/(loss)								-			87,895
Net decrease in cash, cash equivalents, and restricted cash		(6,406,018	)		(3,721,531	)		(3,827,472	)		(6,204,443	)
Cash, cash equivalents, and restricted cash at beginning of period		17,186,323			21,072,859			17,186,323			21,072,859
Cash, cash equivalents, and restricted cash at end of period	$	10,630,229		$	17,280,660		$	12,961,207		$	14,570,151

Balance Sheet Accounts Included in Cash, Cash Equivalents, and Restricted Cash
Cash and equivalents	$	8,970,324		$	15,573,734		$	11,442,487		$	12,879,278
Restricted cash		1,659,905			1,706,926			1,518,720			1,690,873
Total cash, cash equivalents, and restricted cash	$	10,630,229		$	17,280,660		$	12,961,207		$	14,570,151

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

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest	$	288,397	$	283,855	$	483,665	$	432,930

Cash paid during the period for income taxes	$	312,806	$	88,765	$	306,729	$	88,765

Supplemental Schedule of Non-Cash Investing and Financing Activities
Investment in Virtual Driver Interactive	$	-	$	439,774	$	-	$	439,774
Stock issued to pay notes payable	$	3,288,071	$	1,707,327	$	3,993,124	$	2,187,837
Shares issued in connection with note payable	$	700,400	$	-	$	700,400	$	-
Financing of right of use assets	$	317,187	$	-	$	317,187	$	-

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

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 has 2two business segments, consisting of (i) Advanced Technologies (AT) and (ii) Industrial Services (IS).

Cemtrex’s Advanced Technologies segment operates several brands that deliver cutting-edge software and hardware technologies:

Cemtrex’s IS segment operates through a brand, Advanced Industrial Services (“AIS”), that 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.

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 plus contingent consideration of $175,428.

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. Results 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 has accounted for this acquisition as a business combination and has allocated the purchase price as follows, $876,820 to proprietary software, $39,992 to inventory, and $598,391 to goodwill.

On November 13, 2020, Cemtrex made a $500,000 investment and on January 19, 2022, made an additional $500,000 investment via a simple agreement for future ~~equity(“~~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 assets in the accompanying balance sheet and the Company accounts for this investment and recorded at cost. No impairment has been recorded for the period ended ~~March 31,~~June 30, 2022.

The ~~current~~ COVID-19 pandemic ~~has~~ impacted our business operations and the results of our operations ~~in the last~~during fiscal ~~year,~~years 2020 and 2021, 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~~had been under lock down on multiple occasions. Overall bookings level in the IS segment of our business were down by more than 20%, compared to fiscal 2019 levels, however our AT segment had experienced relatively less slow down. Bookings and revenue are ~~starting to show signs of recovery~~recovering in this fiscal ~~quarter~~year compared to ~~the same period~~ last year. However, due to ongoing delays in certain supply chain areas, the expected launch times of our new products and new versions has resulted in delays of several months. These supply chain issues have also affected the Company’s ability to obtain inventory for our current bookings, and the Company has implemented a buildup of inventory levels to remain competitive and keep backlog orders at a minimum. Additionally, increased ~~prices~~costs and the need to increase wages to retain talent may cause our gross margin percentages to shrink and our operational costs to rise. In response to these increased costs, the Company has implemented an ongoing review of our pricing to cover these additional costs while remaining competitive.

The broader implications of COVID-19 on our results from operations going forward remains uncertain. The COVID-19 pandemic and the resulting supply chain issues and inflation 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. However, opportunities in the video surveillance field have been growing for Vicon products.

The extent of the pandemics 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~~ emergence of new virus variants that are more contagious or harmful than prior variants, 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.

For the nine months ended June 30, 2022, the Company has incurred net losses of $10,063,448 with working capital of $5,757,185 as of June 30, 2022. The decrease in working capital over the past nine months is mainly due to the increase in the short-term portion of the Company’s liabilities, $17,146,234 at June 30, 2022.

While our working capital and current debt indicate a substantial doubt regarding the Company’s ability to continue as a going concern, the Company has historically, from time to time, satisfied and may continue to satisfy certain short-term liabilities through the issuance of common stock, thus reducing our cash requirement to meet our operating needs. Based on this, the Company believes that our cash on hand and cash generated by operations is sufficient to meet the capital demands of our current operations for at least the next twelve months. 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. The consolidated financial statements do not include any adjustments relating to this uncertainty.

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, 2021, of Cemtrex Inc.

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 Technologies Pvt. Ltd., Cemtrex XR Inc., and Advanced Industrial Services, Inc. and the Company’s majority owned subsidiary Vicon Industries, Inc. and its subsidiary, Vicon Industries Ltd. All inter-company balances and transactions have been eliminated in consolidation.

Note 2 of the Notes to Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2021, includes a summary of the significant accounting policies used in the preparation of the consolidated financial statements.

ASU 2016-13 Measurement of Credit Losses on Financial Instrument is effective for fiscal years beginning after December 15, 2022. This is not expected to apply to the Company as financial instruments giving rise to credit risk are not utilized by the Company.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this new guidance will have on its financial statements.

The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

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~~mine months ended ~~March 31,~~June 30, 2022, and 2021, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive:

SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER COMMON SHARE AS ANTI-DILUTIVE EFFECT

	2022		2021		2022		2021		1		2		3		4
	For the three months ended				For the six months ended				For the three months ended				For the nine months ended
	March 31,				March 31,				June 30,				June 30,
	2022		2021		2022		2021		2022		2021		2022		2021

Warrants to purchase shares		-		433,965		-		433,965		-		433,965		-		433,965
Options		800,000		880,049		800,000		944,757		1,210,260		1,383,965		1,210,260		1,383,965
Net loss per common share anti-dilutive effect		800,000		880,049		800,000		944,757		1,210,260		1,383,965		1,210,260		1,383,965

The Company reports and evaluates financial information for 2 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: manufacturing, steel, printing, construction, & petrochemical.

	2022			2021			2022			2021			2022			2021			2022			2021
	For the three months ended						For the six months ended						For the three months ended						For the nine months ended
	March 31,						March 31,						June 30,						June 30,
	2022			2021			2022			2021			2022			2021			2022			2021
Revenues from external customers
Advanced Technologies	$	7,722,307		$	5,487,414		$	13,340,824		$	10,160,283		$	8,162,855		$	5,845,958		$	21,503,679		$	16,006,241
Industrial Services	$	5,005,908			3,772,971			10,059,880			7,936,178		$	5,467,991			4,480,473			15,527,871			12,416,651
Total revenues	$	12,728,215		$	9,260,385		$	23,400,704		$	18,096,461		$	13,630,846		$	10,326,431		$	37,031,550		$	28,422,892

Gross profit
Advanced Technologies	$	2,586,593		$	2,646,926		$	5,025,602		$	4,993,198		$	4,219,490		$	2,693,677		$	9,245,092		$	7,686,875
Industrial Services		1,466,018			1,281,958			2,896,203			2,941,156			1,656,866			1,434,039			4,553,069			4,375,195
Total gross profit	$	4,052,611		$	3,928,884		$	7,921,805		$	7,934,354		$	5,876,356		$	4,127,716		$	13,798,161		$	12,062,070

Operating income/(loss)
Advanced Technologies	$	(4,810,095	)	$	(1,693,377	)	$	(9,826,559	)	$	(3,535,723	)	$	(3,426,264	)	$	(1,650,221	)	$	(13,252,823	)	$	(5,185,944	)
Industrial Services		990,758			(269,221	)		1,952,699			(472,826	)		1,305,415			(650,048	)		3,258,114			(1,122,874	)
Total operating loss	$	(3,819,337	)	$	(1,962,598	)	$	(7,873,860	)	$	(4,008,549	)	$	(2,120,849	)	$	(2,300,269	)	$	(9,994,709	)	$	(6,308,818	)

Other income/(expense)
Advanced Technologies	$	(963,668	)	$	3,769,515		$	(1,387,920	)	$	4,136,750		$	1,252,826		$	4,955,782		$	(135,094	)	$	5,666,112
Industrial Services		(18,918	)		735,518			(69,966	)		710,330		$	(111,620	)		(1,487,133	)		(181,586	)		2,649,617
Total other expense	$	(982,586	)	$	4,505,033		$	(1,457,886	)	$	4,847,080		$	1,141,206		$	3,468,649		$	(316,680	)	$	8,315,729

Depreciation and Amortization
Advanced Technologies	$	423,360		$	89,746		$	506,970		$	205,578		$	309,634		$	103,177		$	816,604		$	308,755
Industrial Services		176,490			229,680			355,713			474,426			174,066			189,005			529,779			663,431
Total depreciation and amortization	$	599,850		$	319,426		$	862,683		$	680,004		$	483,700		$	292,182		$	1,346,383		$	972,186

	March 31,		September 30,		June 30,		September 30,
	2022		2021		2022		2021
Identifiable Assets
Advanced Technologies	$	33,772,905	$	33,850,496	$	34,098,148	$	33,850,496
Industrial Services		17,975,092		19,089,392		17,105,420		19,089,392
Total Assets	$	51,747,997	$	52,939,888	$	51,203,568	$	52,939,888

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 ~~March 31,~~June 30, 2022 and September 30, 2021, are as follows.

	Quoted Prices		Significant						Quoted Prices		Significant		-		-
	in Active		Other		Significant		Balance		in Active		Other		Significant		Balance
	Markets for		Observable		Unobservable		as of		Markets for		Observable		Unobservable		as of
	Identical Assets		Inputs		Inputs		March 31,		Identical Assets		Inputs		Inputs		June 30,
	(Level 1)		(Level 2)		(Level 3)		2022		(Level 1)		(Level 2)		(Level 3)		2022
Assets
Investment in marketable securities
(included in short-term investments)	$	4,624,803	$	-	$	-	$	4,624,803	$	280,571	$	-	$	-	$	280,571

	$	4,624,803	$	-	$	-	$	4,624,803
Fair value assets									$	280,571	$	-	$	-	$	280,571

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 $~~1,502,490~~1,518,720 at ~~March 31,~~June 30, 2022 and $1,601,932 at September 30, 2021. Additionally, the Company ~~has~~had 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 $0 and $~~157,415~~517,415 as of ~~March 31,~~June 30, 2022 and September 30, ~~2021.~~2021, respectively.

	March 31,			September 30,			June 30,			September 30,
	2022			2021			2022			2021
Accounts receivable	$	6,182,721		$	7,989,888
Trade receivables							$	7,735,790		$	7,989,888
Allowance for doubtful accounts		(177,153	)		(178,992	)		(171,408	)		(178,992	)
Accounts receivables, net, total	$	6,005,568		$	7,810,896		$	7,564,382		$	7,810,896

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.

	March 31,			September 30,			June 30,			September 30,
	2022			2021			2022			2021
Raw materials	$	2,414,149		$	1,957,410		$	2,520,373		$	1,957,410
Work in progress		830,950			429,871			231,123			429,871
Finished goods		5,638,355			5,191,007			6,619,379			5,191,007
Inventory, gross		8,883,454			7,578,288			9,370,875			7,578,288

Less: Allowance for inventory obsolescence		(1,816,800	)		(1,921,001	)		(912,345	)		(1,921,001	)
Inventory –net of allowance for inventory obsolescence	$	7,066,654		$	5,657,287		$	8,458,530		$	5,657,287

	March 31,			September 30,			June 30,			September 30,
	2022			2021			2022			2021
Land	$	790,373		$	790,373		$	790,373		$	790,373
Building and leasehold improvements		2,930,735			2,892,900			2,932,111			2,892,900
Furniture and office equipment		534,185			501,885			534,185			501,885
Computers and software		1,313,816			1,105,681			1,313,816			1,105,681
Machinery and equipment		12,865,786			12,984,959			12,392,900			12,984,959
Property and equipment, gross		18,434,895			18,275,798			17,963,385			18,275,798

Less: Accumulated depreciation		(11,874,649	)		(11,536,854	)		(11,724,146	)		(11,536,854	)
Property and equipment, net	$	6,560,246		$	6,738,944		$	6,239,239		$	6,738,944

Depreciation expense for the three months ended ~~March 31,~~June 30, 2022, and 2021 were $~~599,850~~483,700, and $~~319,426~~292,182, respectively, and for the ~~six~~nine months ended ~~March 31,~~June 30, 2022, and 2021 were $~~862,683~~1,346,383, and $~~680,004~~972,186, respectively.

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:

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~~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 entered 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 21 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.

	March 31,		September 30,		June 30,		September 30,
	2021		2021		2021		2021
Lease liabilities - current
Finance leases	$	-	$	-	$	-	$	-
Operating leases		905,041		830,791		819,488		830,791
		905,041		830,791		819,488		830,791

Lease liabilities - net of current portion
Finance leases	$	-	$	-	$	-	$	-
Operating leases		2,013,630		2,017,408		1,799,002		2,017,408
	$	2,013,630	$	2,017,408	$	1,799,002	$	2,017,408

A reconciliation of undiscounted cash flows to finance and operating lease liabilities recognized in the condensed consolidated balance sheet at ~~March 31,~~June 30, 2022, is set forth below:

SCHEDULE OF RECONCILIATION OF UNDISCOUNTED CASH FLOWS TO FINANCE AND OPERATING LEASE LIABILITIES

	Six months ended						Nine months ended
	March 31, 2022			March 31, 2021			June 30, 2022			June 30, 2021
Lease costs:
Finance lease costs:
Depreciation of finance lease assets	$	-		$	5,728		$	-		$	17,184
Interest on lease liabilities		-			27			-			88

Operating lease costs:
Amortization of right-of-use assets		338,643			186,777
Interest on lease liabilities		30,720			16,636
Total lease cost	$	369,363		$	209,168
Operating lease expense							$	686,124		$	727,374

Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating leases	$	246,715		$	178,228		$	546,896		$	650,535
Finance leases		-			14,306			-			28,535
	$	246,715		$	192,534		$	546,896		$	679,070

Weighted-average remaining lease term - finance leases (months)		0			7			0			3
Weighted-average remaining lease term - operating leases (months)		36			48			33			58

Weighted-average discount rate - finance leases		N/A			3.63	%		N/A			3.63	%
Weighted-average discount rate - operating leases		5.66	%		6.64	%		5.66	%		6.85	%

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.

On ~~March 31,~~June 30, 2022, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of $~~630,165~~439,143, costs and estimated earnings in excess of billings on uncompleted contracts of $~~1,102,347~~504,618, and other current assets of $~~1,635,131~~1,463,355. On September 30, 2021, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of $298,707, costs and estimated earnings in excess of billings on uncompleted contracts of $1,148,243, and other current assets of $1,138,702.

As of ~~March 31,~~June 30, 2022, the Company had other assets of $~~1,280,386~~1,356,766 which was comprised of rent security of $90,791, a strategic investment in MasterpieceVR of $1,000,000, and other assets of $~~189,585~~265,975. As of September 30, 2021, the Company had other assets of $697,240which was comprised of rent security deposits of $84,362, Investment in Masterpiece VR valued at $500,000, and other assets of $112,878.

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, isits President, for total consideration of $550,000. As of ~~March 31,~~June 30, 2022, and September 30, 2021, there was $1,472,514 and $1,487,155 in receivables due from Ducon Technologies, Inc., respectively. At ~~March 31,~~June 30, 2022, $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~~has negotiated a payment agreement surrounding ~~all these amounts~~the sale of Griffin Filters, LLC and other liabilities due to Cemtrex, Inc. totaling 761,585.. This agreement is in the form of a secured promissory note earning interest at a rate of 5% per annum and matures on July 31, 2024. The remaining $710,929 represents the amount due from Ducon to Cemtrex Technologies Pvt. Ltd. the Company’s subsidiary based in India and is still in negotiation.

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 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

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

As part of the Settlement Agreement, Mr. Govil was required to pay the Company consideration with a total value of $7,100,000 (the “Settlement Amount”) by entering into the Agreement. The Settlement Amount was satisfied in a combination of Mr. Govil 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 1,000,000 shares of Series A Preferred Stock, 50,000 Shares of Series C Preferred Stock, 469,949 shares of Series 1 Preferred Stock, and forfeited all outstanding options to purchase shares of commons stock (collectively, the “Securities”). For the purposes of accounting recognition, the Company determined the fair value of the 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 Company recognized the gain with respect to the surrendered Securities during the second quarter of fiscal year 2021. The gain of $3,674,165 is reported as Settlement Agreement – Related Party on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss).

As discussed above, Mr. Govil also executed a secured promissory note (the “Note”) 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. While the Company believes the note is fully collectible, in accordance with ASC 450-30, Gain Contingencies, the 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 Operations and Comprehensive Income/(Loss).

The Company currently has a line of credit with Fulton Bank for $3,500,000. The line ~~carries an~~carried interest of LIBOR plus 2.00% per annum (~~2.783% as of March 31, 2022 and~~ 2.075% as of September 30, 2021). On June 10, 2022, The Company and Fulton Bank agreed to an amendment of the line of credit to carry interest at the Secured Overnight Financing Rate (“SOFR”) plus 2.37% per annum (3.87% as of June 30, 2022). At ~~March 31,~~June 30, 2022 and September 30, 2021, there was 0 outstanding balance on this line of credit. The terms of this line of credit are subject to the bank’s review annually on February 1.

On December 15, 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~~carried interest of LIBOR plus 2.25% per annum (~~3.033% as of March 31, 2022 and~~ 2.325% as of September 30, 2021). On June 10, 2022, The Company and Fulton Bank agreed to an amendment of the loan to carry interest at SOFR plus 2.37% per annum (3.87% as of June 30, 2022). This loan is payable on December 15, ~~2022~~.2022. This loan carries loan covenants which the Company was in compliance with as of ~~March 31,~~June 30, 2022. The outstanding balance on this loan was $~~735,494~~492,031 and $1,218,680, on ~~March 31,~~June 30, 2022, and September 30, 2021, respectively. This loan is secured by the assets of the Company.

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~~carried interest of LIBOR plus 2.00% per annum (~~2.783% as of March 31, 2022 and~~ 2.075% as of September 30, 2021). On June 10, 2022, The Company and Fulton Bank agreed to an amendment of the loan to carry interest at SOFR plus 2.37% per annum (3.87% as of June 30, 2022). This loan is payable on May 1, ~~2023~~.2023. This loan carries loan covenants which the Company was in compliance with as of ~~March 31,~~June 30, 2022. The outstanding balance on this loan was $~~106,799~~84,581 and $149,914, on ~~March 31,~~June 30, 2022, and September 30, 2021, respectively. This loan is secured by the assets of the Company

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~~carried interest of LIBOR plus 2.25% per annum (~~3.033% as of March 31, 2022 and~~ 2.325% as of September 30, 2021). On June 10, 2022, The Company and Fulton Bank agreed to an amendment of the loan to carry interest at SOFR plus 2.37% per annum (3.87% as of June 30, 2022). This loan is payable on May 1, ~~2023~~.2023. This loan carries loan covenants which the Company was in compliance with as of ~~March 31,~~June 30, 2022. The outstanding balance on this loan was $~~220,630~~201,975 and $258,060, on ~~March 31,~~June 30, 2022, and September 30, 2021, respectively. This loan is secured by the assets of the Company

On September 30, 2020, the Company, issued a note payable to an independent private lender in the amount of $4,605,000. This note carried interest of 8% and matured on March 30, 2022. After deduction of an original issue discount of $$600,000and legal fees of $5,000, the Company received $4,000,000in cash. As of ~~March 31,~~June 30, 2022, and September 30, 2021, this note had a balance of $0and $2,256,448, respectively. As of ~~March 31,~~June 30, 2022, and September 31, 2021, this note had unamortized original issue discount balance of $0and $200,000, respectively

On September 30, 2021, the Company, issued a note payable to an independent private lender in the amount of $5,755,000. This note carries interest of 8% and matures on March 30, 2023. After deduction of an original issue discount of $$750,000and legal fees of $5,000, the Company received $5,000,000in cash. As of ~~March 31,~~June 30, 2022, and September 30, 2021, this note had a balance of $~~5,992,502~~ 5,306,176and $5,005,000, respectively. As of ~~March 31,~~June 30, 2022, and September 31, 2021, this note had unamortized original issue discount balance of $~~500,000~~ 375,000and $750,000, respectively.

On February 22, 2022, the Company, issued a note payable to an independent private lender in the amount of $9,205,000. This note carries interest of 8% and matures on August 22, 2023. After deduction of an original issue discount of $$1,200,000and legal fees of $5,000, the Company received $8,000,000in cash. Additionally, the Company issued 1,000,000shares of its common stock to the lender. The fair market value of the stock of $700,400was recognized as interest expense on the Company’s Condensed Consolidated Statement of Operations and Comprehensive Income/(Loss). As of ~~March 31,~~June 30, 2022, this note had a balance of $~~9,280,989~~9,470,561. As of ~~March 31,~~June 30, 2022, this note had unamortized original issue discount balance of $~~1,066,667~~866,667.

On March 30, 2022, 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. 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, 2023. This note carries loan covenants which the Company is in compliance with as of ~~March 31,~~June 30, 2022. As of ~~March 31,~~June 30, 2022, and September 30, 2021, this note had a balance of $~~2,954,743~~2,897,743 and $3,604,743, respectively.

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~~carried interest of LIBOR plus 2.50% per annum (~~3.283% as of March 31, 2022 and~~ 2.575% as of September 30, 2021). On June 10, 2022, The Company and Fulton Bank agreed to an amendment of the mortgage to carry interest at SOFR plus 2.62% per annum (4.12% as of June 30, 2022 ). This mortgage 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 ~~March 31,~~June 30, 2022, the Company was in compliance with these covenants. As of ~~March 31,~~June 30, 2022, and September 30, 2021, this mortgage had a balance of $~~2,228,945~~2,265,733 and $2,339,114, respectively.

In April and May of 2020, and January and April of 2021, the Company and its subsidiaries applied for and were granted $6,413,385 in Paycheck Protection Program loans under the CARES Act. These loans bear interest of 2% and mature in two years. The Company has applied for and received loan forgiveness under the provisions of the CARES Act for $6,291,985. The remaining loan of $121,400 has been modified with a maturity date of May 5, 2025 and payments starting in June of 2022 and is recorded under Paycheck Protection Program Loans on our Condensed Consolidated Balance Sheet as of ~~March 31,~~June 30, 2022, net of the short-term portion of $~~18,210~~24,280. The issuing bank determined that this loan qualifies for loan forgiveness, however the Company is awaiting final approval from the Small Business Administration.

The Company is authorized to issue 10,000,000 shares of Preferred Stock, $0.001 par value. As of ~~March 31,~~June 30, 2022, and September 30, 2021, there were ~~2,029,753~~2,129,122 and 1,935,151 shares issued and outstanding, respectively.

During the ~~six~~nine months ended ~~March 31,~~June 30, 2022, ~~94,602~~193,971 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock.

As of ~~March 31,~~June 30, 2022, and September 30, 2021, there were ~~1,979,753~~2,079,122 and 1,885,151 shares of Series 1 Preferred Stock issued and outstanding, respectively.

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~~directors..

As of ~~March 31,~~June 30, 2022, and September 30, 2021, there were 50,000 shares of Series C Preferred Stock issued and outstanding.

The Company is authorized to issue 50,000,000 shares of common stock, $0.001 par value. As of ~~March 31,~~June 30, 2022, there were ~~24,673,210~~26,263,296 shares issued and outstanding and at September 30, 2021, there were 20,782,194 shares issued and outstanding.

During the ~~six~~nine months ended ~~March 31,~~June 30, 2022, ~~2,891,016~~4,481,102 shares of the Company’s common stock have been issued to satisfy $~~2,112,500~~2,712,500 of notes payable, $353,978 in accrued interest, and $~~821,593~~926,646 of excess value of shares issued recorded as interest expense. An additional 1,000,000 shares were issued in connection with a note payable issued on February 22, 2022.

For the ~~six~~nine months ended ~~March 31,~~June 30, 2022, and 2021, the Company recognized $~~72,417~~111,402 and $~~65,317~~110,904 of share-based compensation expense on its outstanding options, respectively. As of ~~March 31,~~June 30, 2022, $~~174,318~~269,142 of unrecognized share-based compensation expense is expected to be recognized over a period of four ~~years~~.years. Future compensation amounts will be adjusted for any change in estimated forfeitures.

The Company has its corporate headquarters in New York City with a 12-month lease of 2,500 square feet of office space at a rate of $10,000 per month.

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~~.2022.

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, (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, 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 ~~2026~~2026..

Cemtrex has evaluated subsequent events up to the date the condensed consolidated financial statements were issued. Cemtrex has concluded that ~~the following~~there were no subsequent events ~~have~~that occurred and require recognition or disclosure in the condensed consolidated financial statements.

~~In April and May of 2022, the Company issued an aggregate of~~ ~~1,590,086~~ ~~shares of common stock to settle $600,000~~ ~~of notes payable, and $105,053~~ ~~of excess value of shares issued recorded as interest expense.~~

~~On April 7, 2022,~~ ~~99,369~~ ~~shares of Series 1 Preferred Stock were issued to pay dividends to holders 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.~~

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.

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

Cemtrex’s Advanced Technologies segment operates several brands that deliver cutting-edge software and hardware technologies:

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, 2021.

Results of Operations – For the three months ending ~~March 31,~~June 30, 2022, and 2021

Total revenue for the three months ended ~~March 31,~~June 30, 2022, and 2021 was ~~$12,728,215~~$13,630,846 and ~~$9,260,385,~~$10,326,431, respectively, an increase of ~~$3,467,830,~~$3,304,415, or ~~37%~~32%. Loss from operations for the three months ended ~~March 31,~~June 30, 2022, was ~~$3,819,337~~$2,120,849 compared to ~~$1,962,598~~$2,300,269 for the three months ended ~~March 31,~~June 30, 2021, ~~an increase~~a decrease on the loss of ~~$1,856,739,~~$179,420, or ~~95%~~8%. Total revenue for the quarter increased, as compared to total revenue in the same period last year, due to ~~shutdowns~~increased demand for the Company’s products and ~~limited~~services. Loss from operations ~~of businesses~~decreased due to ~~the COVID-19 crisis during~~increased revenues as compared to the same period ~~last~~in the prior year. ~~Loss from operations increased due to increased expenses related to personnel costs, travel, and research and development costs.~~

Our Advanced Technologies segment revenues for the three months ended ~~March 31,~~June 30, 2022, increased by ~~$2,234,893~~$2,316,897 or ~~41%~~40% to ~~$7,722,307~~$8,162,855 from ~~$5,487,414~~$5,845,958 for the three months ended ~~March 31,~~June 30, 2021. This increase is ~~mainly~~ due to an ~~improvement in economic climate from the impact of the COVID-19 crisis during the same period last year.~~increased demand for security technology products under our Vicon brand.

Our Industrial Services segment revenues for the three months ended ~~March 31,~~June 30, 2022, increased by ~~$1,232,937~~$987,518 or ~~33%~~22%, to ~~$5,005,908~~$5,467,991 from ~~$3,772,971~~$4,480,473 for the three months ended ~~March 31,~~June 30, 2021. This increase is mainly due to an ~~improvement in economic climate from~~increased demand for the ~~impact of the COVID-19 crisis during the same period last year.~~segment’s products and services.

Gross Profit for the three months ended ~~March 31,~~June 30, 2022, was ~~$4,052,611~~$5,876,356 or ~~32%~~43% of revenues as compared to gross profit of ~~$3,928,884~~$4,127,716 or ~~42%~~40% of revenues for the three months ended ~~March 31,~~June 30, 2021. Gross profit as a percentage of revenues ~~decreased~~increased in the three months ended ~~March 31,~~June 30, 2022, compared to the three months ended ~~March 31,~~June 30, 2021, due to ~~increased cost~~price increases implemented throughout the company in response to rising costs of ~~revenues as a result of supply chain difficulties~~our goods and ~~increased~~ transportation ~~costs for goods.~~costs. The Company’s gross profit margins vary from product to product and from customer to customer.

General and administrative expenses for the three months ended ~~March 31,~~June 30, 2022, increased ~~$1,507,248~~$1,278,940 or ~~29%~~23% to ~~$6,757,233~~$6,948,959 from ~~$5,249,985~~$5,670,019 for the three months ended ~~March 31,~~June 30, 2021. General and administrative expenses as a percentage of revenues was ~~53%~~51% and ~~57%~~55% of revenues for the three-month periods ended ~~March 31,~~June 30, 2022, and 2021, respectively. The increase in general and administrative expenses is the result of increased personnel, travel, depreciation and amortization, and insurance expenses.

Research and Development expenses for the three months ended ~~March 31,~~June 30, 2022, was ~~$1,114,715~~$1,048,246 compared to ~~$641,497~~$757,966 for the three months ended ~~March 31,~~June 30, 2021. 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) for the ~~second~~third quarter of fiscal 2022, was ~~$(982,586)~~$1,141,206 as compared to ~~$4,505,033~~$3,468,649 for the ~~second~~third quarter of fiscal 2021. Other income/(expense) for the three months ended ~~March 31,~~June 30, 2022, included ~~the issuance~~realized and unrealized gain on marketable securities of ~~common stock in connection with a note payable of $700,400.~~$2,075,125.

During the ~~second~~third quarter of fiscal 2022, the Company ~~did not record~~had an income tax ~~provision~~benefit of $247,941 compared to ~~$98,477~~an expense of $40,759 for the ~~second~~third quarter of fiscal 2021. 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.

The Company had a net loss attributable to Cemtrex, Inc. shareholders of ~~$4,721,247,~~$680,739, or ~~37%~~5% of revenues, for the three-month period ended ~~March 31,~~June 30, 2022, as compared to net income attributable to Cemtrex, Inc. shareholders of ~~$2,454,132~~$1,098,013 or ~~27%~~11% of revenues, for the three months ended ~~March 31,~~June 30, 2021. Net ~~loss~~income/(loss) attributable to Cemtrex, Inc. shareholders ~~increased~~decreased in the ~~first~~third quarter as compared to the same period last year was primarily due to ~~costs of revenues,~~ operating, and other expenses mentioned above.

Results of Operations – For the ~~six~~nine months ending ~~March 31,~~June 30, 2022, and 2021

Total revenue for the ~~six~~nine months ended ~~March 31,~~June 30, 2022, and 2021 was ~~$23,400,704~~$37,031,550 and ~~$18,096,461~~$28,422,892 respectively, an increase of ~~$5,304,243,~~$8,608,658, or ~~29%~~30%. Loss from operations for the ~~six~~nine months ended ~~March 31,~~June 30, 2022, was ~~$7,873,860~~$9,994,709 compared to ~~$4,008,549~~$6,308,818 for the ~~six~~nine months ended ~~March 31,~~June 30, 2021, an increase on the loss of ~~$3,865,311,~~$3,685,891, or ~~96%~~58%. Total revenue for the period increased, as compared to total revenue in the same period last year, due to ~~shutdowns~~increased demand for the Company’s products and ~~limited operations of businesses due to the COVID-19 crisis during the same period last year.~~services. Loss from operations increased due to increased expenses related to personnel costs, depreciation and amortization, insurance, travel, and research and development costs.

Our Advanced Technologies segment revenues for the ~~six~~nine months ended ~~March 31,~~June 30, 2022, increased by ~~$3,180,541~~$5,497,438 or ~~31%~~34% to ~~$13,340,824~~$21,503,679 from ~~$10,160,283~~$16,006,241 for the ~~six~~nine months ended ~~March 31,~~June 30, 2021. This increase is due to an increased demand for security technology products under our Vicon brand.

Our Industrial Services segment revenues for the nine months ended June 30, 2022, increased by $3,111,220 or 25%, to $15,527,871 from $12,416,651 for the nine months ended June 30, 2021. This increase is mainly due to an ~~improvement in economic climate from~~increased demand and increased pricing for the ~~impact of the COVID-19 crisis during the same period last year.~~segment’s products and services.

Our Industrial Services segment revenues for the six months ended March 31, 2022, increased by $2,123,702 or 27%, to $10,059,880 from $7,936,178 for the six months ended March 31, 2021. This increase is mainly due to an improvement in economic climate from the impact of the COVID-19 crisis during the same period last year.

Gross Profit for the ~~six~~nine months ended ~~March 31,~~June 30, 2022, was ~~$7,921,805~~$13,798,161 or ~~34%~~37% of revenues as compared to gross profit of ~~$7,934,354~~$12,062,070 or ~~44%~~42% of revenues for the ~~six~~nine months ended ~~March 31,~~June 30, 2021. Gross profit as a percentage of revenues decreased in the ~~six~~nine months ended ~~March 31,~~June 30, 2022, compared to the ~~six~~nine months ended ~~March 31,~~June 30, 2021, due to increased cost of revenues as a result of supply chain difficulties and increased transportation costs for goods. The Company’s gross profit margins vary from product to product and from customer to customer.

General and administrative expenses for the ~~six~~nine months ended ~~March 31,~~June 30, 2022, increased ~~$2,702,056~~$3,980,996 or ~~25%~~24% to ~~$13,369,237~~$20,318,196 from ~~$10,667,181~~$16,337,200 for the ~~six~~nine months ended ~~March 31,~~June 30, 2021. General and administrative expenses as a percentage of revenues was ~~57%~~55% and ~~59%~~57% of revenues for the ~~six-month~~nine-month periods ended ~~March 31,~~June 30, 2022, and 2021, respectively. The increase in general and administrative expenses is the result of increased personnel, travel, depreciation and amortization, and insurance expenses.

Research and Development expenses for the ~~six~~nine months ended ~~March 31,~~June 30, 2022, was ~~$2,426,428~~$3,474,674 compared to ~~$1,275,722~~$2,033,688 for the ~~six~~nine months ended ~~March 31,~~June 30, 2021. 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) for the first ~~and second~~three quarters of fiscal 2022, was ~~$(1,457,886)~~$(316,680) as compared to ~~$4,847,080~~$8,315,729 for the first ~~and second~~three quarters of fiscal year 2021. Other income/(expense) for the ~~six~~nine months ended ~~March 31,~~June 30, 2022, included the gain on the forgiveness of our PPP loans of $971,500 and the issuance of common stock in connection with a note payable of ~~$700,400.~~$700,400 and the realized and unrealized gain on marketable securities of $2,235,738.

During the first ~~and second~~three quarters of fiscal year 2022, the Company ~~did not record~~had an income tax ~~provision~~benefit of $247,941 compared to ~~$127,431~~an expense of $168,190 for the first ~~and second~~three quarters of fiscal year 2021. 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.

The Company had a net loss attributable to Cemtrex, Inc. shareholders of ~~$9,199,198,~~$9,879,991, or ~~39%~~27% of revenues, for the ~~six-month~~nine-month period ended ~~March 31,~~June 30, 2022, as compared to net income attributable to Cemtrex, Inc. shareholders of ~~$761,521~~$1,859,534 or 4%7% of revenues, for the ~~six~~nine months ended ~~March 31,~~June 30, 2021. Net loss attributable to Cemtrex, Inc. shareholders increased in the first ~~and second~~three quarters of fiscal year 2022 as compared to the same period last year was primarily due to costs of revenues and operating expenses mentioned above.

The Company’s business and operations have not been materially affected by inflation during the periods for which financial information is presented.

Working capital was ~~$7,604,437~~$5,751,185 at ~~March 31,~~June 30, 2022, compared to $15,088,892 at September 30, 2021. This includes cash and equivalents and restricted cash of ~~$10,630,229~~$12,961,207 at ~~March 31,~~June 30, 2022, and $17,186,323 at September 30, 2021. The decrease in working capital was primarily due to the Company’s use of cash to build inventory and a shift of liabilities to short-term during the first ~~two~~three quarters of fiscal year 2022.

~~Accounts receivable~~Trade receivables decreased ~~$1,805,328~~$246,514 or ~~23%~~3% to ~~$6,005,568~~$7,564,382 at ~~March 31,~~June 30, 2022, from $7,810,896 at September 30, 2021. The decrease in ~~accounts receivable~~trade receivables is attributable to increased collection efforts to keep our ~~accounts receivable~~trade receivables from going past due.

Inventories increased ~~$1,409,367~~$2,801,243 or ~~25%~~50% to ~~$7,066,654~~$8,458,530 at ~~March 31,~~June 30, 2022, from $5,657,287 at September 30, 2021. The increase in inventories is attributable to the purchase of inventories for new products the Company plans to ship in the future and to build up stock inventory to account for supply chain issues.

Cash used by operating activities for the ~~six~~nine months ended ~~March 31,~~June 30, 2022 and 2021 was ~~$7,235,840~~$10,246,799 and ~~$2,865,654~~$6,198,611 respectively. The decrease in operating cash flows was primarily due to purchases on inventory and payment of accounts payable and accrued expenses.

Cash ~~used~~provided by investment activities for the ~~six~~nine months ended ~~March 31,~~June 30, 2022 ~~and 2021~~ was ~~$5,654,515 and $110,129, respectively.~~$517,029 compared to $154,326 for the nine-month period ending June 30, 2021. Investing activities for the first ~~and second~~three quarters of fiscal year 2022 were driven mainly by the Company’s net gain on the purchase and sale of ~~fixed assets,~~marketable securities and the ~~additional investment in Masterpiece VR,~~sale of property and ~~marketable securities.~~equipment.

Cash provided by financing activities for the ~~six~~nine months ended ~~March 31,~~June 30, 2022 and 2021 ~~was $6,484,337 and $754,748, respectively.~~$5,902,298 compared to using cash of $160,158 for the nine-month period ending June 30, 2021. Financing activities were primarily driven by proceeds from the note payable issued in February of 2022.

We believe that our cash on hand and cash generated by operations is sufficient to meet the capital demands of our current operations for ~~fiscal~~the next year ~~2022~~ (ending ~~September~~June 30, ~~2022)~~2023). While our working capital and current debt indicate a going concern issue, the Company has historically, from time to time, satisfied and may continue to satisfy certain short-term liabilities through the issuance of common stock, thus reducing our cash requirement to meet our operating needs. 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.

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 ~~March 31,~~June 30, 2022. ~~Our disclosure controls and procedures were not effective and~~ Based on their evaluation, our management has concluded that as of ~~March 31,~~June 30, 2022, our disclosure controls and procedures were not effective and 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. Additionally, the Company’s current processes and systems do not provide for necessary, timely reconciliation of certain accounts and sufficient consideration regarding recoverability of certain assets. 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 ~~March 31,~~June 30, 2022, 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.

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.

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.

During the ~~six~~nine months ended ~~March 31,~~June 30, 2022 the Company issued an aggregate of ~~2,891,016~~4,481,102 shares of common stock to settle ~~$2,112,500~~$2,712,500 of notes payable, $353,978 in accrued interest, and ~~$821,593~~$926,646 of excess value of shares issued recorded as interest expense. Additionally, the Company issued another 1,000,000 shares in connection with the issuance of a note payable on February 22, 2022. The fair market value of the shares, $700,400 has been recorded as interest expense on the Company’s Condensed Consolidated Statement of Operations and Comprehensive Income/(Loss). Such shares were issued pursuant to the exemption contained under Section 4(a)(2) of the Securities Act of 1933, as amended.

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.

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)

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

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☐

		Page

PART I. FINANCIAL INFORMATION		3

Item 1. Financial Statements		3

	Condensed Consolidated Balance Sheets as of ~~March 31,~~June 30, 2022 (Unaudited) and September 30, 2021	3

	Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021 (Unaudited)	4

	Condensed Consolidated Statement of Stockholders’ Equity for the ~~six~~nine months ended ~~March 31,~~June 30, 2022 (Unaudited)	5

	Condensed Consolidated Statement of Stockholders’ Equity for the ~~six~~nine months ended ~~March 31,~~June 30, 2021 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flow for the ~~six~~nine months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021 (Unaudited)	7

	Notes to Unaudited Condensed Consolidated Financial Statements	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21

Item 4. Controls and Procedures		26

PART II. OTHER INFORMATION		27

Item 1. Legal Proceedings		27

Item 1A Risk Factors		27

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		27

Item 6. Exhibits		28

SIGNATURES		3029

	-	Vicon Industries – Vicon Industries, a majority owned subsidiary, provides end-to-end video 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.
	-	SmartDesk – SmartDesk is focused on reinventing the workspace through developing state-of-the-art, modern, fully integrated, workplace solutions.
	-	Cemtrex XR (“CXR”) – CXR is focused on realizing the potential of the metaverse. CXR 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 virtual reality applications for commercialization in the metaverse over the next couple years. CXR also invests in emerging startups focused on building best in class solutions for the metaverse.
	-	Virtual Driver Interactive (“VDI”) – VDI provides innovative driver training simulation solutions for effective and engaging learning for all ages and skills.
	-	Bravo Strong – Bravo Strong is a gaming and content studio working to building games and experiences for the metaverse.
	-	good tech (formerly Cemtrex Labs) – good tech provides mobile, web, and enterprise software application development services for startups to large enterprises.

	●	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.

Years ending September 30,	Finance leases		Operating Leases			Total
2022		-		604,963			604,963
2023		-		784,504			784,504
2024		-		660,865			660,865
2025		-		638,531			638,531
2026 & Thereafter		-		702,252			702,252
Undiscounted lease payments		-		3,391,115			3,391,115
Amount representing interest		-		(472,444	)		(472,444	)
Discounted lease payments	$	-	$	2,918,671		$	2,918,671

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 Correction to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Cemtrex, Inc (6)
3.12		Amended Certificate of Designation of the Series 1 Preferred Shares, dated March 30, 2020.(16)
3.13		Certificate of Amendment of Certificate of Incorporation, dated July 29, 2020 (20)
3.14		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)
10.6*10.6		Securities Purchase Agreement dated February 22, 2022 (15)
10.7*10.7		Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 30, 2022. (15)
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 Interim Chief Financial Officer 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 Interim Chief Financial Officer 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*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	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
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	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.

		Cemtrex, Inc.

Dated: ~~May 16,~~	August 15, 2022	By:.	/s/Saagar Govil
			Saagar Govil
			Chief Executive Officer

Dated: ~~May 16,~~	August 15, 2022		/s/Paul J. Wyckoff.
			Paul J. Wyckoff
			Interim Chief Financial Officer and Principal Financial Officer