SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
Amendment No. 2

¨
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES ACT OF 1934
For the fiscal year ended September 30, 2010

OR

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES ACT OF 1934

Commission File Number: 000-53238
    
CEMTREX, INC.
 
(Exact name of registrant as specified in its charter)

Delaware
  
30-0399914
(State or other jurisdiction of
  
(IRS Employer Identification No.)
Incorporation or organization)
    

19 Engineers Lane,
Farmingdale, New York 11735
 (Address, including zip code, of principal executive offices)

631-756-9116
 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
  
Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share
    
 
Securities registered pursuant to Section 12(g) of the Act: None
  
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes ¨ No x
 
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. Yes x No ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer  ¨
  
Accelerated filer ¨
     
Non-accelerated filer ¨
  
Smaller reporting company  x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ¨
 
As of December 23, 2010, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $4,192,523 based on the average bid and asked price of $0.04 on December 23, 2010.

As of December 23, 2010, the registrant had 40,111,324 shares of common stock outstanding.

Documents incorporated by reference: None.

EXPLANATORY NOTE

The purpose of this Amendment No. 2 to our Annual Report on Form 10-K for the year ended September 30, 2010, as filed with the Securities and Exchange Commission on January 14, 2011 and amended on August 31, 2011, is to amend and correct the certifications required by Exchange Act Rule 13a-14(a).

No other changes have been made to the Form 10-K other than the furnishing of the revised certifications described above.  This Amendment No. 2 does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K.

 
 
 
 
Item 6. Exhibits
 
31.1 *
  
Certification of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2 *
  
Certification of Vice President of Finance and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1 *
  
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.
     
32.2 *
  
Certification of Vice President of Finance and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.
 
* Furnished herewith
 
 
 
 
 
Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CEMTREX, INC.
  
 
(Registrant)
     
Dated: September 8, 2011
  
By
/s/ Arun Govil
     
Arun Govil, Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)
     
Dated: September 8, 2011
  
By
/s/ Renato Dela Rama
     
Renato Dela Rama, Vice President of Finance  (Principal Financial Officer)