Amended Quarterly Report (10-q/a)
November 10 2016 - 5:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
(Amendment
No. 2)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For
the quarterly period ended March 31, 2014
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For
the transition period from ___________to ____________
Commission
File Number
001-37464
CEMTREX,
INC.
(Exact
name of small business issuer as specified in its charter)
Delaware
|
|
30-0399914
|
(State
or other jurisdiction of
incorporation or organization)
|
|
(I.R.S.
Employer
Identification No.)
|
19
Engineers Lane
Farmingdale,
New York 11735
(Address,
including zip code, of principal executive offices)
631-756-9116
(Issuer’s
telephone number)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
[X]
Yes [ ] No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ]
|
Smaller
reporting company
[X]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ]
Yes [
X
] No
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As
of November 2, 2016 , the issuer had 9,777,926 shares of common stock issued and outstanding.
Cemtrex,
Inc. and Subsidiaries
Explanatory
Note
:
The sole purpose of this amendment to Cemtrex, Inc.’s Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2014, filed with the Securities and Exchange Commission on April 30, 2014 (the “Form 10-Q”),
is to incorporate by reference Exhibits 3.1, 3.2, 3.3, 3.4, and 3.5, and to file Exhibit 10.1 that were not originally filed with
the Form 10-Q to conform such exhibits to comments received from the Commission.
This
Amendment contains only the Cover Page to this Form 10-Q/A, this Explanatory Note, Item 6, the Signature Page, the Exhibit Index,
and Exhibit 10.1. No other changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the
Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update
in any way disclosures made in the original Form 10-Q.
Cemtrex,
Inc. and Subsidiaries
Item
6. Exhibits
Exhibit
No.
|
|
Description
|
|
|
|
3.1***
|
|
Articles
of Incorporation of the Registrant as filed with the Secretary of State of Delaware (incorporated by reference to Exhibit
3.1 to the Registrant’s registration statement on Form 10/A filed on May 22, 2008, File No. 000-53238).
|
|
|
|
3.2***
|
|
Certificate
of Amendment to Articles of Incorporation dated September 29, 2006 (incorporated by reference to Exhibit 3.3 to the Registrant’s
registration statement on Form 10/A filed on May 22, 2008, File No. 000-53238).
|
|
|
|
3.3***
|
|
Certificate
of Amendment to Articles of Incorporation dated March 30, 2007 (incorporated by reference to Exhibit 3.4 to the Registrant’s
registration statement on Form 10/A filed on May 22, 2008, File No. 000-53238).
|
|
|
|
3.4***
|
|
Certificate
of Amendment to Articles of Incorporation dated May 16, 2007 (incorporated by reference to Exhibit 3.5 to the Registrant’s registration
statement on Form 10/A filed on May 22, 2008, File No. 000-53238).
|
|
|
|
3.5***
|
|
Certificate
of Amendment to Articles of Incorporation dated August 21, 2007 (incorporated by reference to Exhibit 3.6 to the Registrant’s registration
statement on Form 10/A filed on May 22, 2008, File No. 000-53238).
|
|
|
|
10.1***
|
|
Loan
Agreement between ROB Cemtrex GmbH and Sparkasse Bank to finance the purchase of the property at Am Wolfsbaum 1, 75245 Neulingen,
Germany, dated October 7, 2013, purchase completed March 1, 2014
|
|
|
|
31.1*
|
|
Certification
of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certification
of Vice President of Finance and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as
adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1*
|
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of
2002.
|
|
|
|
32.2*
|
|
Certification
of Vice President of Finance and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act 0f of 2002.
|
|
|
|
101.INS**
|
|
XBRL
Instance Document
|
|
|
|
101.SCH**
|
|
XBRL
Taxonomy Extension Schema
|
|
|
|
101.CAL**
|
|
XBRL
Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF**
|
|
XBRL
Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB**
|
|
XBRL
Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE**
|
|
XBRL
Taxonomy Extension Presentation Linkbase
|
*
These exhibits were previously included in Cemtrex, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2014, filed with the Securities and Exchange Commission on April 30, 2014.
**
These exhibits were previously included in Cemtrex, Inc.’s Amendment to the Quarterly Report on Form 10-Q/A filed with the
Securities and Exchange Commission on May 5, 2014.
***
Incorporated by reference or filed herewith.
Cemtrex,
Inc. and Subsidiaries
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
Cemtrex,
Inc.
|
|
|
|
Dated:
November 10, 2016
|
By:
|
/s/
Saagar Govil
.
|
|
|
Saagar
Govil
|
|
|
Chief
Executive Officer
|
|
|
|
Dated:
November 10, 2016
|
|
/s/
Renato Dela Rama
.
|
|
|
Renato
Dela Rama
|
|
|
Vice
President of Finance
|
|
|
and
Principal Financial Officer
|
EXHIBIT
INDEX
Exhibit
No.
|
|
Description
|
|
|
|
3.1***
|
|
Articles
of Incorporation of the Registrant as filed with the Secretary of State of Delaware (incorporated by reference to Exhibit
3.1 to the Registrant’s registration statement on Form 10/A filed on May 22, 2008, File No. 000-53238).
|
|
|
|
3.2***
|
|
Certificate
of Amendment to Articles of Incorporation dated September 29, 2006 (incorporated by reference to Exhibit 3.3 to the Registrant’s
registration statement on Form 10/A filed on May 22, 2008, File No. 000-53238).
|
|
|
|
3.3***
|
|
Certificate
of Amendment to Articles of Incorporation dated March 30, 2007 (incorporated by reference to Exhibit 3.4 to the Registrant’s
registration statement on Form 10/A filed on May 22, 2008, File No. 000-53238).
|
|
|
|
3.4***
|
|
Certificate
of Amendment to Articles of Incorporation dated May 16, 2007 (incorporated by reference to Exhibit 3.5 to the Registrant’s registration
statement on Form 10/A filed on May 22, 2008, File No. 000-53238).
|
|
|
|
3.5***
|
|
Certificate
of Amendment to Articles of Incorporation dated August 21, 2007 (incorporated by reference to Exhibit 3.6 to the Registrant’s registration
statement on Form 10/A filed on May 22, 2008, File No. 000-53238).
|
|
|
|
10.1***
|
|
Loan
Agreement between ROB Cemtrex GmbH and Sparkasse Bank to finance the purchase of the property at Am Wolfsbaum 1, 75245 Neulingen,
Germany, dated October 7, 2013, purchase completed March 1, 2014
|
|
|
|
31.1*
|
|
Certification
of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certification
of Vice President of Finance and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as
adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1*
|
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of
2002.
|
|
|
|
32.2*
|
|
Certification
of Vice President of Finance and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act 0f of 2002.
|
|
|
|
101.INS**
|
|
XBRL
Instance Document
|
|
|
|
101.SCH**
|
|
XBRL
Taxonomy Extension Schema
|
|
|
|
101.CAL**
|
|
XBRL
Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF**
|
|
XBRL
Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB**
|
|
XBRL
Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE**
|
|
XBRL
Taxonomy Extension Presentation Linkbase
|
*
These exhibits were previously included in Cemtrex, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2014, filed with the Securities and Exchange Commission on April 30, 2014.
**
These exhibits were previously included in Cemtrex, Inc.’s Amendment to the Quarterly Report on Form 10-Q/A filed with the
Securities and Exchange Commission on May 5, 2014.
***
Incorporated by reference or filed herewith.
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