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Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-15 · 205 added, 230 removed, 4 unchanged (99% of the section changed)

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.

the factors that could cause actual results to differ materially are the following:

the effect of business and economic conditions;

impact of competitive products and their pricing;

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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:

of business and economic conditions;

the impact of competitive products and their pricing;

unexpected manufacturing or supplier problems;

the Company’s ability to maintain

sufficient credit arrangements;

changes in governmental standards by which our environmental control products are evaluated and the risk

factors reported from time to time in the Company’s SEC reports, including its recent report on Form 10-K.

The Company undertakes

no obligation to update forward-looking statements as a result of future events or developments.

General Overview

Cemtrex was incorporated in 1998

in the state of Delaware and has evolved through strategic acquisitions and internal growth into a leading multi-industry company.

the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”,

“Cemtrex” or “management” refer to Cemtrex, Inc.

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.

was incorporated in 1998 in the state of Delaware and has evolved through strategic acquisitions and internal growth into a leading multi-industry

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’s reporting

segments consist of Security and Industrial Services.

Additionally, the Company’s operational structure also reports unallocated

corporate expenses.

Cemtrex’s Security segment

operates under the brand of its majority owned subsidiary, Vicon Industries, Inc.

(“Vicon”), which provides end-to-end security

solutions to meet the toughest corporate, industrial, and governmental security challenges.

Vicon’s products include browser-based

video monitoring systems and analytics-based recognition systems, cameras, servers, and access control systems for every aspect of security

and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state government

Vicon provides innovative, mission critical security and video surveillance solutions utilizing Artificial Intelligence (AI)

based data algorithms.

Industrial Services

Cemtrex’s Industrial Services

segment operates under the brand, Advanced Industrial Services (“AIS”), which offers single-source expertise and services

for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers.

high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation, packaging,

and chemicals, among others.

AIS is a leading provider of reliability-driven maintenance and contracting solutions for 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.

Significant Accounting Policies and Estimates

Our discussion and analysis of

our financial condition and results of operations are based upon the accompanying unaudited condensed consolidated financial statements,

which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

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

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, 2024.

Results of Operations – For the three months

ended March 31, 2025, and 2024

Our Security segment revenues

for the three months ended March 31, 2025, increased by $8,896,220 or 110% to $16,981,152 from $8,084,932 for the three months ended March

This increase is due to a large sale valued at $10,375,000 for security technology products under our Vicon brand.

represents 61% of the revenue for this segment for the quarter ended March 31, 2025.

Our Industrial Services segment

revenues for the three months ended March 31, 2025, increased by $1,194,454 or 13%, to $10,269,117 from $9,074,663, for the three months

ended March 31, 2024.

This increase is mainly due to increased demand for the segment’s services.

Gross Profit for the three months

ended March 31, 2025, was $12,165,455 or 45% of revenues as compared to gross profit of $6,969,416 or 40% of revenues for the three months

ended March 31, 2024.

Gross profit in our Security segment

was $8,803,856 or 52% of the segment’s revenues for the three months ended March 31, 2025, as compared to gross profit of $4,112,969

or 51% of the segment’s revenues for the period ended March 31, 2024.

Gross profit percentage was up due to the mix of products

sold in the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Gross profit in our Industrial

Services segment was $3,361,599 or 33% of the segment’s revenues for the three months ended March 31, 2025, as compared to gross

profit of $2,826,447 or 31% of the segment’s revenues for the period ended March 31, 2024.

Gross profit as a percentage of revenues

increased due to improved margins on projects in the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

General and Administrative Expenses

General and administrative expenses

for the three months ended March 31, 2025, decreased $249,415 or 4% to $6,770,742 from $7,020,157 for the three months ended March 31,

The decrease in general and administrative expenses is mainly related to decreased general and administrative expenses, legal expenses,

short-term rent, and travel.

Research and Development Expenses

Research and Development expenses

for the three months ended March 31, 2025, were $777,889 compared to $951,400 for the three months ended March 31, 2024, a decrease of

$173,511 or 18%.

Research and Development expenses are related to the Security Segment’s development of next generation solutions

associated with security and surveillance systems software.

Other Income/Expense

Other income for the three months

ended March 31, 2025, was $4,104,211, as compared to expense of $448,039 for the three months ended March 31, 2024.

Other income for the

three months ended March 31, 2025, was mainly driven by gains on changes in fair value of warrant liability of $4,707,374 which represents

the change in the fair value of the of the warrants unexercised at the measurement period.

Other expense for the three months ended March

31, 2024, was mainly driven by interest on the Company’s debt.

Provision for Income Taxes

During the three months ended

March 31, 2025, and 2024, the Company had income tax expense from continuing operations of $110,525 and $100,004, respectively.

The provision

for income tax is estimated based upon the current income projections of the Company, the effective rate of the prior year, and the Company’s

current ability to utilize net loss carryforwards.

The Company’s effective tax rate for the three months ended March 31, 2025, and

2024, was 1.26% and (6.76%) respectively.

Results of Operations – For the six months

ended March 31, 2025, and 2024

Our Security segment revenues

for the six months ended March 31, 2025, increased by $5,182,118 or 30% to $22,434,851 from $17,252,733 for the six months ended March

This increase is due to a large sale valued at $10,375,000 for security technology products under our Vicon brand.

represents 46% of the revenue for this segment for the six months ended March 31, 2025.

Our Industrial Services segment

revenues for the six months ended March 31, 2025, increased by $1,770,289 or 11%, to $18,555,317 from $16,785,028, for the six months

ended March 31, 2024.

Company’s reporting segments consist of Security and Industrial Services.

Additionally, the Company’s operational structure

also reports unallocated corporate expenses.

Security segment operates under the brand of its majority owned subsidiary, Vicon Industries, Inc.

(“Vicon”), which provides

end-to-end security solutions to meet the toughest corporate, industrial, and governmental security challenges.

Vicon’s products

include browser-based video monitoring systems and analytics-based recognition systems, cameras, servers, and access control systems

for every aspect of security and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools,

and federal and state government offices.

Vicon provides innovative, mission critical security and video surveillance solutions utilizing

Artificial Intelligence (AI) based data algorithms.

Industrial Services segment operates under the brand, Advanced Industrial Services (“AIS”), which offers single-source expertise

and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers.

AIS installs high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation,

packaging, and chemicals, among others.

AIS is a leading provider of reliability-driven maintenance and contracting solutions for 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.

Accounting Policies and Estimates

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.

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.

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,

of Operations – For the three months ended June 30, 2025, and 2024

Security segment revenues for the three months ended June 30, 2025, increased by $1,388,327 or 22% to $7,581,814 from $6,193,487 for

the three months ended June 30, 2024.

This increase is mainly due to increased demand for the Company’s products.

Industrial Services segment revenues for the three months ended June 30, 2025, increased by $890,833 or 10%, to $9,383,844 from $8,492,911,

for the three months ended June 30, 2024.

This increase is mainly due to increased demand for the segment’s services.

Gross Profit for the six months

ended March 31, 2025, was $17,867,391 or 44% of revenues as compared to gross profit of $14,021,815 or 41% of revenues for the six months

ended March 31, 2024.

Gross profit in our Security segment

was $11,643,615 or 52% of the segment’s revenues for the six months ended March 31, 2025, as compared to gross profit of $8,629,916

or 50% of the segment’s revenues for the period ended March 31, 2024.

Gross profit percentage was up due to the mix of products

sold in the six months ended March 31, 2025, compared to the six months ended March 31, 2024.

Gross profit in our Industrial

Services segment was $6,223,776 or 34% of the segment’s revenues for the six months ended March 31, 2025, as compared to gross profit

of $5,391,899 or 32% of the segment’s revenues for the period ended March 31, 2024.

Gross profit as a percentage of revenues increased

due to improved margins on projects in the six months ended March 31, 2025, compared to the six months ended March 31, 2024.

General and Administrative Expenses

General and administrative expenses

for the six months ended March 31, 2025, decreased $128,092 or 1% to $13,864,031 from $13,992,123 for the six months ended March 31, 2024.

The decrease in general and administrative expenses is mainly related to decreased salaries, other operating expenses, and travel.

Research and Development Expenses

Research and Development expenses

for the six months ended March 31, 2025, were $1,667,972 compared to $1,800,205 for the six months ended March 31, 2024, a decrease of

$132,233 or 7%.

Research and Development expenses are related to the Security Segment’s development of next generation solutions

associated with security and surveillance systems software.

Other Income/Expense

Other expense for the six months

ended March 31, 2025, was $22,161,046, as compared to $953,311 for the six months ended March 31, 2024.

Other income for the six months

ended March 31, 2025, was mainly driven by losses on excess fair value of the warrants of $15,796,105 which represents the difference

between the fair value of the shares issued and the value of the warrants exercised and losses on changes in fair value of warrant liability

Profit for the three months ended June 30, 2025, was $7,370,506 or 43% of revenues as compared to gross profit of $5,887,147 or 40% of

revenues for the three months ended June 30, 2024.

profit in our Security segment was $3,953,562 or 52% of the segment’s revenues for the three months ended June 30, 2025, as compared

to gross profit of $3,223,091 or 52% of the segment’s revenues for the period ended June 30, 2024.

profit in our Industrial Services segment was $3,416,944 or 36% of the segment’s revenues for the three months ended June 30, 2025,

as compared to gross profit of $2,654,056 or 31% of the segment’s revenues for the period ended June 30, 2024.

Gross profit as

a percentage of revenues increased due to improved margins on projects in the three months ended June 30, 2025, compared to the three

months ended June 30, 2024.

and Administrative Expenses

and administrative expenses for the three months ended June 30, 2025, decreased $565,838 or 7% to $7,626,342 from $8,192,180 for the

three months ended June 30, 2024.

The decrease in general and administrative expenses is mainly related to decreased general and administrative

expenses, legal expenses, depreciation, and travel.

and Development Expenses

and Development expenses for the three months ended June 30, 2025, were $386,565 compared to $864,483 for the three months ended June

30, 2024, a decrease of $477,918 or 55%.

Research and Development expenses are related to the Security Segment’s development of

next generation solutions associated with security and surveillance systems software.

Income/Expense

expense for the three months ended June 30, 2025, was $3,934,931, as compared to expense of $5,902,493 for the three months ended June

Other expense for the three months ended June 30, 2025, was mainly driven by losses on changes in fair value of warrant liability

of $3,615,437 which represents the change in the fair value of the of the warrants unexercised at the measurement period.

Provision for Income Taxes

During the six months ended March

31, 2025, and 2024, the Company had income tax expense from continuing operations of $231,063 and $170,755, respectively.

The provision

for income tax is estimated based upon the current income projections of the Company, the effective rate of the prior year, and the Company’s

current ability to utilize net loss carryforwards.

The Company’s effective tax rate for the six months ended March 31, 2025, and

2024, was (1.17%) and (6.27%) respectively.

Effects of Inflation

The Company’s business and

operations have been affected by inflation during the periods for which financial information is presented.

In response, the Company has

instituted price increases and initiated cost-saving measures to mitigate the effects of inflation on operations.

Liquidity and Capital Resources

Working capital was $5,037,130

at March 31, 2025, compared to working capital of $8,103,457 at September 30, 2024.

This includes cash and equivalents and restricted

cash of $6,066,033 at March 31, 2025, and $5,420,392 at September 30, 2024.

The decrease in working capital was primarily due to the increase

the current maturities of the Company’s long-term liabilities.

Cash provided by operating

activities for the six months ended March 31, 2025, was $1,600,532 and used $2,752,236 of cash for the six-month period ended March

Our operating cash flow was mainly the result of our net loss, less the non-cash adjustments, combined with operating

changes in inventory, accrued expenses, and contract liabilities.

Trade receivables increased by

$1,556,316 or 14% to $12,715,992 at March 31, 2025, from $11,159,676 at September 30, 2024.

The increase in trade receivables is attributable

to the remaining balance on the large sale in the Security segment, expected to be collected in the next quarter.

Cash used by investing activities

for the six months ended March 31, 2025, was $1,436,452 compared to $455,308 used for the six months ended March 31, 2024.

Investing activities

for the six months ended March 31, 2025, and 2024, were driven by the Company’s purchase of property and equipment and investment

in Masterpiece VR.

Cash provided by financing

activities for the six months ended March 31, 2025, was $1,032,254 compared to $1,250,540 for the six months ended March 31, 2024.

Financing activities for the six months ended March 31, 2025, were primarily driven by the proceeds from the Company’s

revolving line of credit, note payable, and the exercise of 333,650 Series B Warrants.

Financing activities for the six months ended

March 31, 2024, were primarily driven by the proceeds from the Company’s revolving line of credit and payments on the

Company’s debt.

The Company’s working capital

may not be sufficient to cover operating costs which indicates 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.

The Company has $6,066,033 in cash

and cash equivalents and restricted cash as of March 31, 2025.

Additionally, the Company has (i) secured a line of credit for its Vicon

brand to fund operations, which as of March 31, 2025, has available capacity of approximately 133,000, (ii) continually reevaluated its pricing model

on our Vicon brand to improve margins on those products, (iii) entered into a Standstill Agreement with Streeterville Capital, LLC (“Streeterville”)

in which Streeterville agreed not to seek to redeem any portion of its two outstanding notes with the Company expiring on April 30, 2025

in exchange, the Company agreed to pay to Streeterville the greater of $4,000,000 or fifty percent (50%) of the net proceeds the Company

receives from the sale of any of its common stock or preferred stock during the Standstill Period.

To date, the company has paid Streeterville

$4,588,897 under this agreement.

In the event additional capital

is raised through equity offerings and/or debt is satisfied with equity, it may have a dilutive effect on our existing stockholders.

the Company believes these plans, if successful, would be sufficient to meet the capital demands of our current operations for at least

the next twelve months, there is no guarantee that we will succeed.

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 working capital needs.

currently does not have adequate cash or available liquidity/available capacity on our lines of credit to meet our short or long-term

Absent an ability to raise additional outside capital and restructure or refinance all or a portion of our debt, the Company will

be unable to meet its obligations as they become due over the next twelve months beyond the issuance date.

Each segment of the Company’s

operations has positioned itself for growth and the Company’s long-term objectives include increasing marketing and sales for the

Company’s products and services in each segment, increasing the Company’s presence through collaboration partnerships in each

segment and through strategic acquisitions of complementary businesses for each segment.

These long-term objectives will require sufficient

cash to complete, and the Company expects to fund these objectives with cash on hand, issuance of debt, and from proceeds from the sale

of the Company’s securities, which may not be sufficient to fully implement our growth initiatives.

The unaudited condensed consolidated

financial statements do not include any adjustments relating to this uncertainty.

Other expense

for the three months ended June 30, 2024, was mainly driven by a loss on excess fair value of the warrants at issuance of $7,255,528.

for Income Taxes

the three months ended June 30, 2025, and 2024, the Company had income tax expense from continuing operations of $14,035 and $67,294,

respectively.

The provision for income tax is estimated based upon the current income projections of the Company, the effective rate

of the prior year, and the Company’s current ability to utilize net loss carryforwards.

The Company’s effective tax rate

for the three months ended June 30, 2025, and 2024, was (0.17%) and (0.74%) respectively.

of Operations – For the nine months ended June 30, 2025, and 2024

Security segment revenues for the nine months ended June 30, 2025, increased by $6,570,445 or 28% to $30,016,665 from $23,446,220 for

the nine months ended June 30, 2024.

This increase is due to a large sale valued at $10,375,000 for security technology products under

our Vicon brand.

This sale represents 35% of the revenue for this segment for the nine months ended June 30, 2025.

Industrial Services segment revenues for the nine months ended June 30, 2025, increased by $2,661,222 or 11%, to $27,939,161 from $25,277,939,

for the nine months ended June 30, 2024.

This increase is mainly due to increased demand for the segment’s services.

Profit for the nine months ended June 30, 2025, was $25,237,897 or 44% of revenues as compared to gross profit of $19,898,962 or 41%

of revenues for the nine months ended June 30, 2024.

profit in our Security segment was $15,597,177 or 52% of the segment’s revenues for the nine months ended June 30, 2025, as compared

to gross profit of $11,853,007 or 51% of the segment’s revenues for the period ended June 30, 2024.

Gross profit percentage was

up due to the mix of products sold in the nine months ended June 30, 2025, compared to the nine months ended June 30, 2024.

profit in our Industrial Services segment was $9,640,720 or 35% of the segment’s revenues for the nine months ended June 30, 2025,

as compared to gross profit of $8,045,955 or 32% of the segment’s revenues for the period ended June 30, 2024.

Gross profit as

a percentage of revenues increased due to improved margins on projects in the nine months ended June 30, 2025, compared to the nine months

ended June 30, 2024.

and Administrative Expenses

and administrative expenses for the nine months ended June 30, 2025, decreased $693,930 or 3% to $21,490,373 from $22,184,303 for the

nine months ended June 30, 2024.

The decrease in general and administrative expenses is mainly related to decreased salaries, general

and administrative expenses, legal expenses, depreciation, and other operating expenses.

and Development Expenses

and Development expenses for the nine months ended June 30, 2025, were $2,054,537 compared to $2,664,688 for the nine months ended June

30, 2024, a decrease of $610,151 or 23%.

Research and Development expenses are related to the Security Segment’s development of

next generation solutions associated with security and surveillance systems software.

Income/Expense

expense for the nine months ended June 30, 2025, was $26,095,977, as compared to $6,855,804 for the nine months ended June 30, 2024.

Other expense for the nine months ended June 30, 2025, was mainly driven by losses on excess fair value of the warrants of $15,722,097

which represents the difference between the fair value of the shares issued and the value of the warrants exercised and losses on changes

in fair value of warrant liability of $8,928,275, which represents the change in the fair value of the of the warrants unexercised at

the measurement period.

Other expense for the nine months ended June 30, 2024, was mainly driven by the May 2024 Equity Financing expenses

of $995,333, the loss on the excess fair value of the warrants issued in the May 2024 Equity Financing of $7,255,528, offset by the change

in the fair value of the warrants of $2,807,890.

for Income Taxes

the nine months ended June 30, 2025, and 2024, the Company had income tax expense from continuing operations of $245,098 and $238,049,

respectively.

The provision for income tax is estimated based upon the current income projections of the Company, the effective rate

of the prior year, and the Company’s current ability to utilize net loss carryforwards.

The Company’s effective tax rate

for the nine months ended June 30, 2025, and 2024, was (0.87%) and (2.02%) respectively.

Company’s business and operations have been affected by inflation during the periods for which financial information is presented.

In response, the Company has instituted price increases and initiated cost-saving measures to mitigate the effects of inflation on operations.

and Capital Resources

capital was $4,916,624 at June 30, 2025, compared to working capital of $8,103,457 at September 30, 2024.

This includes cash and equivalents

and restricted cash of $8,145,359 at June 30, 2025, and $5,420,392 at September 30, 2024.

The decrease in working capital was primarily

due to the increase in the current maturities of long-term liabilities and decreases in inventory and contract assets.

provided by operating activities for the nine months ended June 30, 2025, was $3,410,782 and used $2,076,477 of cash for the nine-month

period ended June 30, 2024.

Our operating cash flow was mainly the result of our net loss, less the non-cash adjustments, combined with

operating changes in inventory, contract assets, and contract liabilities.

receivables increased by $1,519,252 or 14% to $12,678,928 at June 30, 2025, from $11,159,676 at September 30, 2024.

The increase in trade

receivables is attributable to the remaining balance on the large sale in the Security segment, which was collected in July 2025.

used by investing activities for the nine months ended June 30, 2025, was $1,482,232 compared to $406,224 used for the nine months ended

June 30, 2024.

Investing activities for the nine months ended June 30, 2025, and 2024, were driven by the Company’s purchase of

property and equipment and investment in Masterpiece VR.

provided by financing activities for the nine months ended June 30, 2025, was $1,117,811 compared to $3,867,544 for the nine months ended

June 30, 2024.

Financing activities for the nine months ended June 30, 2025, were primarily driven by the proceeds from the Company’s

revolving line of credit, note payable, proceeds from offerings, and the exercise of Series B Warrants.

Financing activities for the

nine months ended June 30, 2024, were primarily driven by the proceeds from the Company’s revolving line of credit, proceeds from

offerings, and payments on the Company’s debt.

Company’s working capital may not be sufficient to cover operating costs which indicates 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.

has $8,145,359 in cash and cash equivalents and restricted cash as of June 30, 2025.

Additionally, the Company has (i) secured a line

of credit for its Vicon brand to fund operations, which as of June 30, 2025, has available capacity of approximately 936,000, (ii) continually

reevaluated its pricing model on our Vicon brand to improve margins on those products, (iii) entered into a Standstill Agreement with

Streeterville Capital, LLC (“Streeterville”) in which Streeterville agreed not to seek to redeem any portion of its two outstanding

notes with the Company expiring on April 30, 2025 in exchange, the Company agreed to pay to Streeterville the greater of $4,000,000 or

fifty percent (50%) of the net proceeds the Company receives from the sale of any of its common stock or preferred stock during the Standstill

To date, the company has paid Streeterville $4,588,897 under this agreement, (iv) entered into a Standstill Agreement with Streeterville

in which Streeterville agreed not to seek to redeem any portion of its two outstanding notes with the Company for a period of 60 days

which expired on July 29, 2025 and in exchange, the Company agreed to pay to Streeterville the greater of $550,000 or fifty percent (50%)

of the net proceeds the Company receives from the sale of any of its common stock or preferred stock during the Standstill Period.

the standstill period, the Company paid Streeterville $636,250 under this agreement.

the event additional capital is raised through equity offerings and/or debt is satisfied with equity, it may have a dilutive effect on

our existing stockholders.

While the Company believes these plans, if successful, would be sufficient to meet the capital demands of

our current operations for at least the next twelve months, there is no guarantee that we will succeed.

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 working capital needs.

The Company currently does not have adequate cash or available liquidity/available capacity on our lines of

credit to meet our short or long-term needs.

Absent an ability to raise additional outside capital and restructure or refinance all or

a portion of our debt, the Company will be unable to meet its obligations as they become due over the next twelve months beyond the issuance

segment of the Company’s operations has positioned itself for growth and the Company’s long-term objectives include increasing

marketing and sales for the Company’s products and services in each segment, increasing the Company’s presence through collaboration

partnerships in each segment and through strategic acquisitions of complementary businesses for each segment.

These long-term objectives

will require sufficient cash to complete, and the Company expects to fund these objectives with cash on hand, issuance of debt, and from

proceeds from the sale of the Company’s securities, which may not be sufficient to fully implement our growth initiatives.

unaudited condensed consolidated financial statements do not include any adjustments relating to this uncertainty.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis