UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File No. 001-42388

Datacentrex, Inc.

(Exact name of registrant as specified in its charter)

Nevada		85-3651036
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

470 W 200 N STE 18
Salt Lake City, UT		84103
(Address of principal executive offices)		(Zip Code)

(800) 403-6150

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, par value $0.001 per share		DTCX		The Nasdaq Stock Market LLC

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 ☒ No ☐

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). Yes ☒ No ☐

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.

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

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). Yes ☐ No ☒

As of August 12, 2026, there were 40,143,626 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION		4

Item 1.	Unaudited Financial Statements.	4

	Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025	4

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)	5

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30 2026 and 2025 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2026 and 2025 (unaudited)	7

	Notes to the Condensed Consolidated Financial Statements (unaudited)	8

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

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	33

Item 4.	Controls and Procedures.	33

PART II – OTHER INFORMATION		34

Item 1.	Legal Proceedings.	34

Item 1A.	Risk Factors.	34

Item 2.	Unregistered Sales of Equity Securities.	34

Item 3.	Defaults Upon Senior Securities.	34

Item 4.	Mine Safety Disclosures.	34

Item 5.	Other Information.	34

Item 6.	Exhibits.	34

SIGNATURES		35

CAUTIONARY NOTE ON Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “project”, “intend”, “foresee” and similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources of liquidity. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the expansion of product offerings geographically or through new marketing applications, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. In addition, even if our actual results are consistent with the forward-looking statements contained in this Quarterly Report, those results may not be indicative of results or developments in subsequent periods. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following:

	●	our ability to successfully achieve our strategic initiatives, including our expectation that we will be able to secure additional miners;

	●	competition in our markets;

	●	our anticipated financial and operating results, including anticipated sources of revenues;

	●	regulatory investigations of, or actions commenced against, us or other companies in our industry;

	●	our investment strategy, including digital asset market volatility, cybersecurity and custody of assets, potential changes in laws or accounting standards relating to digital assets and regulatory developments affecting digital assets;

	●	volatility of our stock price;

	●	the effect of any cybersecurity incident; and

	●	general economic conditions.

Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission (“SEC”), we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. Investors, potential investors and other readers are urged to consider the above-mentioned factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results or performance.

PART I- FINANCIAL INFORMATION

Item 1. Financial Statements.

DATACENTREX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2026 (Unaudited)			December 31, 2025

ASSETS
Current assets:
Cash and cash equivalents	$	51,884,089		$	38,919,486
Digital assets, at fair value		5,985,071			4,430,202
Other receivable		16,873			-
Prepaid expenses		577,510			468,817
Total current assets		58,463,543			43,818,505

Equipment, net		12,028,842			18,537,452
Capitalized software costs, net		138,127			264,193
Deposits for equipment		3,600,100			3,600,100
Other assets		621,660			621,660
Total assets	$	74,852,272		$	66,841,910

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	318,463		$	594,658
Total current liabilities		318,463			594,658

Commitments and Contingencies (Note 7)		-			-
Stockholders’ equity:

Preferred stock - Series A, $0.001 par value, $45.00 stated value, 1,000,000 shares authorized; 163,767 and 158,420 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		163			158
Preferred stock - Series D, $0.001 par value, $4.34 stated value, 1,000,000 shares authorized; 13,914 and 16,240 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		14			16
Preferred stock		14			16

Common stock, $0.001 par value, 250,000,000 shares authorized; 39,643,626 and 30,375,530 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		39,643			30,375
Treasury stock, at cost – 59,191 shares		(274,231	)		(274,231	)
Additional paid in capital		94,891,169			74,993,819
Accumulated deficit		(20,122,949	)		(8,502,885	)
Total stockholders’ equity		74,533,809			66,247,252

Total liabilities and stockholders’ equity	$	74,852,272		$	66,841,910

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

DATACENTREX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025
	Three Months Ended						Six Months Ended
	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025

Revenues	$	1,913,779		$	1,928,587		$	4,092,987		$	2,088,212

Cost of revenue		1,708,524			998,062			3,374,852			1,074,032

Gross profit		205,255			930,525			718,135			1,014,180

Operating Expenses:
General and administrative expenses		863,281			193,099			1,950,490			394,970
Depreciation and amortization		3,287,326			2,162,531			6,574,585			2,352,011
Stock based compensation		850,858			-			2,006,924			-
Total Operating Expenses		5,001,465			2,355,630			10,531,999			2,746,981

Loss From Operations		(4,796,210	)		(1,425,105	)		(9,813,864	)		(1,732,801	)

Other Income (Expense):
Net realized and unrealized gains (losses), digital assets		(1,269,425	)		72,381			(2,481,598	)		71,482
Other income		-			-			6,467			-
Interest income (expense), net		597,278			(176,506	)		668,931			(176,506	)
Total Other Income (Expense)		(672,147	)		(104,125	)		(1,806,200	)		(105,024	)

Net Loss Before Income Taxes		(5,468,357	)		(1,529,230	)		(11,620,064	)		(1,837,825	)

Provision for Income Taxes (Benefit)