U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attn.: Ms. Kristin Lochhead, Mail Stop3030

 

November 23, 2016

 

  Re: Cemtrex, Inc.
    Form 8-K filed June 7, 2016, as amended August 17, 2016, November 4, 2016 and November 17, 2016
    Response dated November 17, 2016
    File No. 001-37464

 

Ladies and Gentlemen:

 

This letter responds to two verbal comments received from the staff of the Securities and Exchange Commission (the “SEC”) by telephone from Kristin Lochhead on November 22, 2016 with respect to Amendment No. 5 to Current Report on Form 8-K/A, filed with the SEC on November 17, 2016.

 

Comment No. 1 – The Report of Independent Registered Public Accounting Firm included in Exhibit 99.2 is being revised in order to specifically reference the statement of cash flows in the third opinion paragraph of the report.

 

Comment No. 2 – With regard to the increased depreciation adjustment to the pro forma property and equipment asset value, a worksheet detailing the fixed asset and depreciation adjustments for Periscope, GmbH is attached to this letter. Although the net value of Cemtrex’s assets did go down, the majority of the adjustment was for an intangible asset that was not amortized. The values of tangible fixed assets were adjusted up. The calculation for the adjustment to depreciation was based on the depreciation recorded in June 2016 as a one-month base, less the actual depreciation recorded in each period presented in the pro forma financial statements.

 

Cemtrex believes that, in view of these factors (which were not discussed on the telephone call), the adjustments are appropriate.

 

We believe that all outstanding comment responses requested by the staff of the SEC have been provided with this letter and the revised Form 8-K/A. Accordingly, Cemtrex respectfully requests the staff’s clearance of this review in order to proceed with its proposed subscription rights offering.

 

Kindly address any remaining comments or questions that you may have concerning this letter or the revised Form 8-K/A to me or Aron Govil at (631) 756-9116 or to Spencer G. Feldman, our counsel, at (212) 451-2234.

 

Sincerely,  
   
/s/ Saagar Govil  

 

Saagar Govil

President and Chief Executive Officer

Cemtrex, Inc.

 

cc: Laurie Abbott, Esq.
  Amanda Ravitz, Esq.
  Geoff Kruczek, Esq.
  Spencer G. Feldman, Esq.
  Olshan Frome Wolosky LLP

 

Cemtrex Inc. ● 19 Engineers Lane ● Farmingdale, NY USA ● 11735 ● Tel:631.756.9116 Fax: 631.420.4985 ● www.cemtrex.com ● info@cemtrex.com

 

   
 

 

   Net Value
3/31/2016		   Values at
Purchase		   Diff   Notes
Intangible fixed assets, net                  
1. Purchased concessions, industrial and similar rights   and assets and licences in such rights and assets   2,278,829    1,057,445    (1,221,384)  Not all of the assets on this line were acquired
2. Customer base   11,661,585    -    (11,661,585)  Not amortized
Tangible fixed assets, net             -    
1. Technical equipment and machinery   1,769,891    2,866,398    1,096,507    
2. Other equipment, plant and office equipment   319,504    561,605    242,101    
    16,029,809    4,485,448    (11,544,361)   
                   
Recorded for the month of June 2016   131,666              
                   
Recorded 3 months ended 9/30/2016 (estimated)   394,999              
Recorded 3 months ending 3/31/2016   313,286              
Adjustment   81,713              
                   
Estimated depreciation for year with new values   1,579,996              
Recorded for the year ended 12/31/2015   1,318,724              
Adjustment   261,272