================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1

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

          FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

                                       OR

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

          For the transition period from ________________ to ________________

          Commission file number:    000-50302


                              TREY RESOURCES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


DELAWARE                                                         16-1633636
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


5 REGENT STREET, SUITE 520
LIVINGSTON, NJ                                                     07039
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)


Registrant's Telephone Number, Including Area Code:           (973) 758-9555

Securities registered under Section 12(b) of the Exchange Act: NONE.

Securities registered under Section 12(g) of the Exchange Act: CLASS A COMMON,
                                                               $.00001 PAR VALUE

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 whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).     Yes [_]   No [X]

Number of shares of Class A, common stock, par value $.00001, outstanding as of
November 14, 2007:                   2,597,695,756

================================================================================
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006



                                TABLE OF CONTENTS
                                -----------------


                                                                        Page No.
                                                                        --------


PART I.   FINANCIAL INFORMATION

Item 1.   Condensed Consolidated Financial Statements (Unaudited)

          Balance Sheet - September 30, 2007                               2 - 3

          Statements of Operations - For the nine months and three
          months ended September 30, 2007 and 2006                             4

          Statements of Cash Flows - For the nine months Ended
          September 30, 2007 and 2006                                      5 - 7

          Notes to Condensed Consolidated Financial Statements            8 - 21

          Item 2.  Management's Discussion and Analysis or Plan of
                   Operation                                             22 - 28

          Item 3.  Controls and Procedures                                    28



PART II.  OTHER INFORMATION

          Item 6.  Exhibits                                                   29





                                        1
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2007

<TABLE><CAPTION>

                                     ASSETS
<S>                                                                               <C>
CURRENT ASSETS
Cash and cash equivalents                                                         $    323,100
Accounts receivable, net of allowance for doubtful accounts of $42,036                 867,802
Inventory                                                                               65,271
Prepaid expenses and other current assets                                              150,351
                                                                                  ------------
       Total current assets                                                          1,406,524
                                                                                  ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $160,988                    252,000

OTHER ASSETS
Intangible assets, net of accumulated amortization of $245,116                         347,365
Notes and convertible debenture receivable                                              98,405
Software development costs                                                             136,333
Deposits and other assets                                                               42,135
                                                                                  ------------
       Total other assets                                                              624,238
                                                                                  ------------

TOTAL ASSETS                                                                      $  2,282,762
                                                                                  ============

                       LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses                                             $  1,640,104
Due to related parties                                                               1,419,870
Deferred revenue                                                                       128,753
Current portion of convertible debentures payable, net of discounts of $316,760      1,542,324
Current portion of notes payable and capital leases                                    192,670
Current portion of derivative liability                                                650,744
Warrant liability                                                                       75,450
Notes payable to related parties                                                       428,756
                                                                                  ------------
                                                                                     6,078,671
                                                                                  ------------

LONG TERM DEBT
Convertible debentures payable, net of discounts, net of current portion                32,816
Derivative liability, net of current portion                                            85,990
Notes payable and capital leases - non-current                                          96,842
                                                                                  ------------
       Total long term liabilities                                                     215,648
                                                                                  ------------

TOTAL LIABILITIES                                                                 $  6,294,319
                                                                                  ------------

COMMITMENTS AND CONTINGENCIES                                                               --
</TABLE>
 See accompanying footnotes to the condensed consolidated financial statements.

                                        2
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (CONTINUED)
                               SEPTEMBER 30, 2007



<TABLE><CAPTION>
<S>                                                                               <C>
STOCKHOLDERS' DEFICIT
Preferred stock, $1.00 par value; authorized 1,000,000 shares;
     no shares issued and outstanding                                             $         --
Common stock:
  Class A - par value $.00001; authorized 10,000,000,000 shares;
     1,637,711,116 shares issued and outstanding                                        16,377
  Class B - par value $.00001; authorized 50,000,000 shares;
     no shares issued and outstanding                                                       --
  Class C - par value $.00001; authorized 20,000,000 shares;
     no shares issued and outstanding                                                       --
Additional paid in capital                                                           4,741,064
Additional paid in capital - warrants                                                  246,034
Accumulated deficit                                                                 (9,015,032)
                                                                                  ------------
       Total stockholders' deficit                                                  (4,011,557)
                                                                                  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                       $  2,282,762
                                                                                  ============
</TABLE>














 See accompanying footnotes to the condensed consolidated financial statements.

                                        3
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE><CAPTION>
                                                         For the Nine Months Ended          For the Three Months Ended
                                                               September 30,                       September 30,
                                                     --------------------------------    --------------------------------
                                                          2007              2006              2007              2006
                                                     --------------    --------------    --------------    --------------
<S>                                                  <C>               <C>               <C>               <C>
SALES, net                                           $    5,562,447    $    4,695,655    $    1,648,227    $    1,787,949

COST OF SALES                                             3,579,481         2,952,446         1,004,515         1,131,908
                                                     --------------    --------------    --------------    --------------
GROSS PROFIT                                              1,982,966         1,743,209           643,712           656,041
                                                     --------------    --------------    --------------    --------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    Selling expenses                                        947,650           976,731           341,431           309,515
    General and administrative expenses                   1,377,390         1,500,151           363,731           536,096
    Depreciation and amortization                           251,309            47,707            99,925            17,844
                                                     --------------    --------------    --------------    --------------
Total selling, general and administrative expenses        2,576,349         2,524,589           805,087           863,455
                                                     --------------    --------------    --------------    --------------

LOSS FROM OPERATIONS                                       (593,383)         (781,380)         (161,375)         (207,414)
                                                     --------------    --------------    --------------    --------------

OTHER INCOME (EXPENSE)
    Gain on revaluation of derivatives                      404,975           755,409           206,861           358,761
    Amortization of discount on debt conversion            (730,101)         (793,454)         (243,367)         (254,707)
    Gain on sales of securities available for sale           71,413            71,578                --            45,167
    Write-off of financing costs                                 --           (60,000)               --                --
    Other income (expense)                                 (188,000)         (130,321)          (51,119)          (38,486)
    Interest expense                                       (176,330)         (139,597)          (54,167)          (50,637)
                                                     --------------    --------------    --------------    --------------
Total other income (expense)                               (618,043)         (296,385)         (141,792)           60,098
                                                     --------------    --------------    --------------    --------------

LOSS FROM OPERATIONS
BEFORE INCOME TAXES                                      (1,211,426)       (1,077,765)         (303,167)         (147,316)

PROVISION FOR INCOME TAXES                                       --                --                --                --
                                                     --------------    --------------    --------------    --------------

NET LOSS APPLICABLE TO COMMON SHARES                 $   (1,211,426)   $   (1,077,765)   $     (303,167)   $     (147,316)
                                                     ==============    ==============    ==============    ==============

NET LOSS PER COMMON SHARE
    Basic and Diluted                                $        (0.00)   $        (0.01)   $        (0.00)   $        (0.00)
                                                     ==============    ==============    ==============    ==============

WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic and Diluted                                   568,465,853       138,947,549     1,074,619,187       150,976,083
                                                     ==============    ==============    ==============    ==============
</TABLE>


 The accompanying footnotes to the condensed consolidated financial statements.

                                        4
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE><CAPTION>
                                                                              For the Nine months
                                                                              Ended  September 30,
                                                                          ----------------------------
                                                                              2007            2006
                                                                          ------------    ------------
<S>                                                                       <C>             <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
   Net loss                                                               $ (1,211,426)   $ (1,077,765)
   Adjustments to reconcile net loss to net cash used in
     operating activities, net of effects of acquisition
   Net gain on sale of securities available for sale                           (71,663)        (71,578)
   Gain on revaluation of derivatives                                         (404,975)       (755,409)
   Depreciation and amortization                                               103,773          43,707
   Amortization of other intangibles                                           147,536           4,600
   Amortization of debt discounts                                              730,101         656,708
   Common stock issued for debt conversion discount                            200,628         136,746
   Common stock issued for services and compensation                           227,264          81,000
   Deferred interest income on convertible debentures                               --         (11,627)
   Write off of debt issue costs                                                    --          60,000
   Changes in certain assets and liabilities:
      Accounts receivable                                                      (68,997)       (408,081)
      Inventory                                                                (13,977)          5,201
      Prepaid expenses and other assets                                        (42,345)          5,225
      Accounts payable and accrued liabilities                                 137,513         348,071
      Deferred revenue                                                          19,102          70,858
      Related party accounts                                                   108,355         (43,557)
                                                                          ------------    ------------
Total cash used in operating activities                                       (139,111)       (956,501)
                                                                          ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                          (90,824)        (94,847)
   Net proceeds of sale of securities available for sale                       201,911         106,462
   Business acquisition costs                                                       --         (97,000)
   Software development costs                                                 (136,333)             --
   Purchase of intangible assets                                                (7,000)             --
                                                                          ------------    ------------
Total cash used in investing activities                                        (32,246)        (85,385)
                                                                          ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from (repayment of) related party loans                              3,932         (90,639)
   Proceeds from notes payable, capital leases & convertible debentures        340,000         863,835
   Repayment of notes payable, capital leases & convertible debentures        (222,912)       (262,660)
                                                                          ------------    ------------
Total cash provided by financing activities                                    121,020         510,536
                                                                          ------------    ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                      (50,337)       (531,350)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                373,437       1,016,993
                                                                          ------------    ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                 $    323,100    $    485,643
                                                                          ============    ============

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                       $     41,010    $     20,652
                                                                          ============    ============
   Income taxes                                                           $         --    $    250,712
                                                                          ============    ============
</TABLE>

 See accompanying footnotes to the condensed consolidated financial statements.

                                        5
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the Nine Months Ended September 30, 2007:
---------------------------------------------

a)   Issued 170,000,000 shares of Class A common stock with a value of $88,471
     for a conversion of $44,236 for repayment of accrued salaries for two
     officers of the Company.

b)   Issued 798,998,473 shares of Class A Common Stock with a total value of
     $488,504 for conversion of $427,147 of principal on outstanding debentures
     held by YA Global Investments LP. (f/k/a. Cornell Capital Partners, LP.)
     ("YA Global").

c)   Issued 170,000,000 shares of Class A common stock with a value of $79,638
     for compensation and bonuses to employees of SWK Technologies, Inc.

d)   Issued 175,866,802 shares of Class A common stock with a value of $129,031
     for conversion of $64,516 of debt for legal services.

e)   The Company issued 159,724,544 shares of Class A common stock with a value
     of $60,896 for a conversion of $30,375 to an officer of the Company for
     repayment of a note payable.

f)   Issued 2,500,000 shares of Class A common stock with a value of $8,500 for
     investor relation services to Wall Street Savant Corporation.

For the Nine Months Ended September 30, 2006:
---------------------------------------------

a)   Issued 3,703,704 shares of Class A Common Stock with a total value of
     $40,741 for conversion of $25,000 of principal on outstanding debentures
     with YA Global Investments LP. (f/k/a Cornell Capital Partners, LP.)

b)   Issued 4,347,826 shares of Class A common stock valued at $40,000 pursuant
     to the asset purchase agreement with Jodi Katz.

c)   Issued 16,212,208 shares of Class A common stock with a value of $176,622
     for repayment of $74,577 of loans and accrued salaries for two officers of
     the Company.

d)   Issued 2,400,000 shares of Class A common stock with a value of $30,000 for
     conversion of $11,040 of debt for legal services.

e)   Issued 6,900,000 shares of Class A common stock with a value of $810,000
     for compensation and bonuses to employees of SWK Technologies, Inc.

f)   On June 2, 2006, the Company concluded the acquisition of AMP-Best
     Consulting, Inc. Pursuant to the






 See accompanying footnotes to the condensed consolidated financial statements.

                                        6
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006



     asset purchase agreement, Trey issued 6,000,000 shares of Class A common
     stock valued at $75,000 to Patrick J. Anson, Crandall Melvin III and
     Michelle Paparo. The net effect on cash flows is as follows:

     Cash at closing                              $   (85,000)
     Inventory                                          5,058
     Prepaid expenses & security deposit                1,461
     Property and equipment                            88,153
     Goodwill                                         533,481
     Lease obligations                                (88,153)
     Promissory notes                                (380,000)
     Common stock                                     (75,000)
                                                  -----------
     Total                                        $        --
                                                  ===========


























 See accompanying footnotes to the condensed consolidated financial statements.

                                        7
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of  business
------------------------
Trey Resources, Inc. (the "Company"), was incorporated in Delaware on October 3,
2002 as a wholly owned subsidiary of iVoice Inc. On February 11, 2004, the
Company was spun off from iVoice, Inc. and is now an independent publicly traded
company.

The Spin-off was accomplished by the distribution of certain intellectual
property, representing the software codes of the Automatic Reminder, and certain
accrued liabilities and related party debt into a wholly-owned subsidiary of
iVoice., Trey Resources, Inc. ("Trey", formerly known as iVoice Acquisition 1,
Inc. and Trey Industries, Inc.) and subsequently distributed on a pro-rata basis
to iVoice shareholders in the form of a taxable dividend (the "Spin-off").

Up until its acquisition of SWK, Inc. on June 2, 2004, the Company was engaged
in the design, manufacture, and marketing of specialized telecommunication
equipment. With the acquisition of SWK and as part of its plan to expand into
new markets, Trey is focusing on the business software and information
technology consulting market, and is looking to acquire other companies in this
industry. SWK Technologies, Inc., ("SWK") the surviving entity in the merger and
acquisition of SWK, Inc., is a New Jersey-based information technology company,
value added reseller, and master developer of licensed accounting software. The
Company also publishes its own proprietary supply-chain software, "MAPADOC". The
Company sells services and products to various end users, manufacturers,
wholesalers and distributor industry clients located throughout the United
States.

Certain intellectual property, representing the software codes of the Automatic
Reminder, was sold in November 2004 to Laser Energetics, Inc. (LEI), a New
Jersey based technology company. The Company received 10 million shares of Laser
Energetics Class A Common Stock and was further issued a convertible debenture
by Laser Energetics, Inc. in the amount of $250,000. The debenture, which bears
interest at the rate of 3% per annum, has a five year term, and is convertible
into shares of LEI Class A Common Stock at a rate equal to fifty percent (50%)
of the average closing bid price of the Class A Common Stock for the four
trading days immediately preceding the conversion date. The convertible
debenture is convertible at the holder's option. On May 16, 2005, the 10 million
shares of Laser Energetics Class A Common Stock were assigned to iVoice, Inc. as
settlement of all Administrative Fees owed by the Company to iVoice. As of
September 30, 2007, the Company has determined that the value of the debenture
was significantly impaired and the entire debenture, including the accrued
interest income for 2006 and 2007, were written down to zero as a provision for
doubtful accounts.

The Company is publicly traded and is currently traded on the NASD Over The
Counter Bulletin Board ("OTCBB") under the symbol "TYRIA".


                                        8
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)(CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006


Basis of presentation
---------------------
The accompanying unaudited condensed consolidated financial statements include
the accounts of Trey Resources, Inc. (the "Company" or "Trey") and its wholly
owned subsidiaries, SWK Technologies, Inc. and BTSG Acquisition Corp. On
February 11, 2004, the Company was spun off from iVoice, Inc. and is now an
independent publicly traded company. These condensed consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information and with the
instructions to Form 10-QSB and Regulation S-B. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) considered
necessary for a fair presentation have been included. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
December 31, 2006 audited financial statements and the accompanying notes
thereto filed with the Securities and Exchange Commission on Form 10-KSB.

On March 1, 2005, Trey Resources' wholly-owned subsidiary, SWK Technologies,
Inc., executed an employment agreement with Mr. Andrew Rudin of Business
Consulting Solutions LLC ("BCS"), whereby Mr. Rudin was to be paid a commission
in cash and stock of Trey Resources in the event he was successful in arranging
for the clients of BCS to transfer over to SWKT. On March 25, 2005, this
employment agreement was amended that made the commission payable to Mr. Rudin
contingent upon the retention of the clients transferred from BCS through March
1, 2007 and payable over a thirty-nine month period from the employment
agreement's commencement date. Following the successful transfer of BCS clients
to SWKT, SWKT will assume responsibility for maintenance and support of the BCS
clients.

On February 7, 2006, Trey Resources' wholly-owned subsidiary, SWK Technologies,
Inc., executed an asset purchase agreement and employment agreement with Ms.
Jodie Katz of Wolen Katz Associates ("Wolen Katz"), whereby Ms. Katz was paid
compensation in cash and stock of Trey Resources for successfully arranging for
the clients of Wolen Katz to transfer over to SWKT. The cash portion of the
compensation is payable in twelve (12) equal monthly installments commencing on
the 90th day following the Closing Date. Following the successful transfer of
Wolen Katz clients to SWKT, SWKT assumed responsibility for maintenance and
support of the BCS clients.

The result of operations for the nine months ended September 30, 2007 and 2006
are not necessarily indicative of the results to be expected for the full year.
For further information, refer to the financial statements and footnotes
included in Form 10-KSB for the year ended December 31, 2006. References to the
"Company," "we," "us," and "our" refer to Trey Resources Inc. and its
subsidiaries.


                                        9
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)(CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
---------------------------
The accompanying condensed consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries. All significant
intercompany transactions and accounts have been eliminated in consolidation.

Use of Estimates
----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. The Company had cash
equivalents at September 30, 2007 of $177,443. The cash equivalents represent
investments in Triple A credit rated money market funds that have 7 day auction
rates competitive with current market conditions.

The Company maintains cash balances at a financial institution that is insured
by the Federal Deposit Insurance Corporation up to $100,000. The Company has
uninsured cash balances at September 30, 2007 of $92,447.

Revenue Recognition
-------------------
Revenue is recognized when persuasive evidence of an agreement exists, delivery
has occurred, the amount is fixed or determinable, and cash is received.

The Company recognizes revenues from consulting and support services as the
services are performed.

The assessment of collectability is critical in determining whether revenue
should be recognized. As part of the revenue recognition process, we determine
whether trade receivables are reasonably assured of collection based on various
factors. Revenue and related costs are deferred if we are uncertain as to
whether the receivable can be collected. Revenue is deferred but costs are
recognized when we determine that the collection of the receivable is unlikely.
Hardware and software revenues are recognized when the product is shipped to the
customer. The Company separates the software component and the professional
services component into two distinct parts for purposes of determining revenue
recognition. In that situation where both components are present, software sales
revenue is recognized when the cash is received and the product is delivered,
and professional service revenue is recognized as the service time is incurred.
Commissions are recognized when payments are received, since the Company has no
obligation to perform any future services.

Marketable Securities
---------------------
The Company has evaluated its investment policies consistent with Financial
Accounting Standards Board Statement No. 115, Accounting for Certain Investments
in Debt and Equity Securities ("FASB 115"), and determined that all of its
investment securities are to be classified as available-for-sale.
Available-for-sale securities are carried at fair value, with the unrealized
gains and losses reported in the Statement of Accumulated Other Comprehensive
Income (Loss).

                                       10
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)(CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006


Accounts Receivable
-------------------
Accounts receivables consist primarily of uncollected invoices for maintenance
and professional services. Payment for software sales are due in advance of
ordering from the software supplier. Payments for maintenance and support plan
renewals are due before the beginning of the maintenance period. Payments for
professional services are due 50% in advance and the balance on completion of
the services. The Company maintains a small provision for bad debts and reviews
the provision quarterly.

Property and Equipment
----------------------
Property and equipment is stated at cost. Depreciation is computed using the
straight-line method based upon the estimated useful lives of the assets,
generally five to seven years. Maintenance and repairs are charged to expense as
incurred.

Software Development Costs
--------------------------
Costs of internally developed software are expensed until the technological
feasibility of the software product has been established. Thereafter, software
development costs are capitalized and subsequently reported at the lower of
unamortized cost or net realizable value. The capitalized software costs are
amortized over the products estimated economic lives, which are typically five
years, beginning when the underlying products are available for general release
to customers.

Deferred Revenues
-----------------
Deferred revenues consist primarily of annual telephone support plan revenues
that will be earned in future periods.

Financing Costs
---------------
Financing costs consist primarily of professional fees and various paid
commissions relating to the issuance of the Company's convertible debentures and
equity credit lines. These costs are expensed as incurred.

Income Taxes
------------
The Company accounts for income taxes in accordance with Statements of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," which requires an
asset and liability approach to financial accounting and reporting for income
taxes. Deferred income taxes and liabilities are computed annually for
differences between the financial statement and the tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized.

Stock-Based Compensation
------------------------
SFAS No. 123R, "Accounting for Stock-Based Compensation" establishes financial
accounting and reporting standards for stock-based employee compensation plans.
This statement also applies to transactions in which an entity issues its equity
instruments to acquire goods or services from non-employees. Those transactions
must be accounted for based on the fair value of the consideration received or
the fair value of the equity instruments issued, whichever is more reliably
measurable. For stock options, fair value is determined using an option-pricing
model that takes into account the stock price at the grant date, the exercise
price, the expected life of the option, the volatility of the underlying stock
and the expected dividends on it, and the risk-free interest rate over the
expected life of the option. The Company has adopted this statement and recorded
the option value as outlined above.

                                       11
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)(CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006


Loss Per Common Share
---------------------
SFAS No. 128, "Earnings per Share" requires presentation of basic earnings per
share ("basic EPS") and diluted earnings per share ("diluted EPS").

The computation of basic EPS is computed by dividing income available to common
stockholders by weighted average number of common shares during the period.
Diluted earnings per share gives effect to all dilutive potential common shares
outstanding during the period. The computation of diluted EPS does not assume
conversion, exercise, or contingent exercise of securities that would have an
anti-dilutive effect on earnings resulting from the Company's net loss position.
<TABLE><CAPTION>
                                           For the nine                       For the three
                                    Months ending September 30,        Months ending September 30,
                                 --------------------------------    --------------------------------
                                      2007              2006              2007              2006
                                 --------------    --------------    --------------    --------------
<S>                              <C>               <C>               <C>               <C>
Net loss from operations         $   (1,211,426)   $   (1,077,765)   $     (303,167)   $     (147,316)
                                 ==============    ==============    ==============    ==============

Basic and Diluted EPS Purposes      568,465,853       138,947,549     1,074,619,187       150,976,083
                                 ==============    ==============    ==============    ==============
Net loss per common share
from continuing operations       $        (0.00)   $        (0.01)   $        (0.00)   $        (0.00)
                                 ==============    ==============    ==============    ==============
</TABLE>

The Company had common stock equivalents of 7,075,000 at September 30, 2007 and
2006, respectively.

Derivative Liabilities
----------------------
During April 2003, the Financial Accounting Standards Board issued SFAS 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities."
SFAS 149 amends and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities under SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities." The statement requires that contracts with comparable
characteristics be accounted for similarly and clarifies when a derivative
contains a financing component that warrants special reporting in the statement
of cash flows. SFAS 149 is effective for contracts entered into or modified
after June 30, 2003, except in certain circumstances, and for hedging
relationships designated after June 30, 2003. The financial statements for the
three months ended September 30, 2007 include the recognition of the derivative
liability on the underlying securities issuable upon conversion of the
convertible debentures held by YA Global Investments LP. (f/k/a. Cornell Capital
Partners, LP.).

NOTE 3 - GOODWILL AND INTANGIBLES

In June 2004, Trey Resources' wholly-owned subsidiary, SWK Technologies, Inc.,
completed a merger with SWK, Inc. The Company recorded total consideration for
the acquisition of $577,437 comprised of acquisition costs of $27,437 and
2,750,000 Class A common stock of Trey Resources, Inc. valued at $550,000. This
consideration has been allocated to the tangible and identifiable intangible
assets acquired according to their respective estimated fair values,

                                       12
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)(CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006


with the excess purchase consideration being allocated to goodwill at the
closing of the transaction. Goodwill on this transaction amounted to $1,008,040,
which represented amounts paid in excess of the fair market value of the
acquired assets and liabilities assumed of SWK, Inc. On November 11, 2004, Trey
Resources' wholly-owned subsidiary, BTSG Acquisition Corp. completed the
acquisition of certain assets of Business Tech Solutions Group, Inc. Business
Tech Solutions Group, Inc. was a value added reseller for Sage Software's
Business Works financial accounting software. As a result of the acquisition,
Business Tech Solutions Group, Inc.'s shareholder was issued, in exchange for
certain assets of Business Tech Solutions Group, Inc., 648,149 restricted shares
of Trey Resources' Class A Common Stock. In addition, Business Tech also
received $19,000 of cash at the closing. The aggregate amount of this
transaction, $54,000, was recorded as Goodwill.

On February 27, 2006, Trey Resources' wholly owned subsidiary, SWK Technologies,
Inc. completed the acquisition of certain assets of Wolen Katz. Wolen Katz was
an authorized reseller for Sage Software's ABRA HRMS software solution and an
authorized reseller of Employee Based Systems' E-Z Product line. As a result of
the acquisition, Ms. Jodie Katz, the sole proprietor of Wolen Katz Associates,
was issued, in exchange for certain assets of Wolen Katz, 4,347,825 unregistered
shares of Trey Resources' Class A Common Stock, valued at $40,000. In addition,
Ms. Katz will also receive $12,000 in cash payable in twelve (12) equal monthly
installments commencing on the 90th day following the Closing Date.

On June 2, 2006, Trey Resources' wholly owned subsidiary, SWK Technologies, Inc.
completed the acquisition of certain assets of AMP-Best Consulting. AMP-Best
Consulting was an information technology company, a value added reseller, and
master developer of the Sage Software family of products. Among the solutions
they sold and supported are: Sage MAS 500 ERP, Sage MAS 90, 200, and 200 SQL,
Sage BusinessWorks, Sage MIP, Sage Abra, ACT! by Sage, Sage CRM, Sage FAS Asset
Accounting and JobOps. As a result of the acquisition, Patrick Anson, Crandall
Melvin III and Michelle Paparo collectively were issued 6,000,000 unregistered
shares of Trey Resources' Class A Common Stock, valued at $75,000. In addition,
the SWK Technologies paid an aggregate of $85,000 at the closing and issued a
$380,000 promissory note to Crandall Melvin III. Payments on the promissory note
commence 120 days from the closing and are for a term of 5 years. The aggregate
amount of consideration paid at the closing of $540,000 was reduced by assets
acquired of $6,519 and $533,481 was recorded as other intangible assets,
customer list and is being amortized over a three year period.

These acquisitions are being valued by the strength of the client lists and as
such have been reviewed for impairment. At December 31, 2006, management
determined that the goodwill acquired in 2006 and prior periods should be
impaired by $1,062,040 based on the reduced repeat sales from the clients
acquired at the acquisition. In doing so, management has determined that no
further write-down for impairment is required.

SWK Technologies capitalizes ongoing development costs of their MAPADOC product.
At September 30, 2007, the intangible assets totaled $35,423 net of accumulated
amortization of $15,126.

                                       13
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)(CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006


NOTE 4 - GOING CONCERN

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplates continuation of the Company as a going concern.

The Company has suffered recurring losses, experiences a deficiency of cash flow
from operations, and current liabilities exceeded current assets by
approximately $4.7 million, as of September 30, 2007. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
The recoverability of a major portion of the recorded asset amounts shown in the
accompanying consolidated balance sheet is dependent upon continued operations
of the Company, which in turn, is dependent upon the Company's ability to raise
capital and/or generate positive cash flows from operations.

In addition to developing new products, obtaining new customers and increasing
sales to existing customers, management plans to achieve profitability through
acquisitions of companies in the business software and information technology
consulting market with solid revenue streams, established customer bases, and
generate positive cash flow.

These condensed consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
the Company cannot continue in existence.

NOTE 5 - NOTES AND CONVERTIBLE DEBENTURES RECEIVABLE

In November 2004, the Company sold certain intellectual property, representing
the software codes of the Automatic Reminder to Laser Energetics, Inc. (LEI), a
New Jersey based technology company. As part of the sale, the Company was issued
a convertible debenture in the amount of $250,000. The debenture, which bears
interest at the rate of 3% per annum, has a five year term, and is convertible
into shares of LEI Class A Common Stock at a rate equal to fifty percent (50%)
of the average closing bid price of the Class A Common Stock for the four
trading days immediately preceding the conversion date. The convertible
debenture is convertible at the holder's option. As of September 30, 2007, the
Company has determined that value of the debenture was significantly impaired
and the entire debenture, including the accrued interest income for 2006 and
2007, were written down to zero as a provision for doubtful accounts.

In January 2005, the Company purchased $328,695 of Voyager One, Inc. convertible
debentures from YA Global. The debentures, which bear interest at the rate of 5%
per annum, have a three year term, and are convertible into shares of Voyager
One, Inc. Common Stock at a conversion price equal to the lower of (i) 150% of
the lowest initial bid price of the common stock as submitted by a market maker
and approved by the NASD or (ii) 50% of the lowest closing bid price of the
common stock for the five trading days immediately preceding the conversion
date. The convertible debentures are convertible at the holder's option any time
up to the maturity date. During the nine months ending September 30, 2007, the
Company converted $61,500 of principal into 4,573,788 shares of Class A Common
Stock of Voyager One. In May 2007 the Company assigned all of its rights to the
Voyager securities to THI, Inc. for $184,387 and received a $13,000 down payment
and promissory note for $171,387. The promissory note is payable in equal
monthly installments of $8,500 per month and bears interest at 5% per annum. The
note is collateralized by the assigned Voyager securities. At September 30,
2007, the aggregate value of the note receivable plus accrued interest income is
$98,405

                                       14
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)(CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006


NOTE 6 - NOTES PAYABLE

In January 2005, the Company issued the ninth promissory note payable to YA
Global Investments LP. (f/k/a. Cornell Capital Partners, LP.) ("YA Global") for
$1,150,000 for advances on the equity-line financing agreement entered into with
YA Global in January 2003. The notes mature 120 days from the date of issue with
interest accruing at 12% per annum on any balance left unpaid after the maturity
date. As of December 31, 2005, $325,000 was repaid for principal through the
issuance of 32,559,098 shares of Class A common stock. On December 30, 2005, the
balance of the principal ($825,000) and accrued interest ($126,091) was
transferred to a Secured Convertible Debenture as discussed below.

In August 2005, the Company issued a promissory note payable to YA Global for
$200,000 for advances on the equity-line financing agreement entered into with
YA Global in January 2003. The notes mature 120 days from the date of issue with
interest accruing at 12% per annum on any balance left unpaid after the maturity
date. On December 30, 2005, the balance of the principal ($200,000) and accrued
interest ($7,956) was transferred to a Secured Convertible Debenture as
discussed below.

During the Nine Months Ended September 30, 2007, SWK Technologies, Inc. repaid
$222,000 and borrowed and additional $330,000 on its line of credit with Fleet
National Bank, a Bank of America company. The secured line of credit bears
interest at prime plus 1% (9.25% at September 30, 2007) per annum, which can
change with the fluctuations in the prime rate. Monthly payments of interest
only in arrears shall be due and payable on the 4th of each month and these have
been paid. Principal shall be due and payable on demand from Fleet National
Bank. As of September 30, 2007, the aggregate balance of the line of credit is
$130,000. Interest payments during the nine months ending September 30, 2007
were $1433.

On December 30, 2005, the various promissory notes payable to YA Global were
terminated and replaced with a Secured Convertible Debenture for the principal
amount of $1,159,047, as discussed in Note 7.

On December 30, 2005, the Company issued a Secured Convertible Debenture for the
principal amount of $600,000 to YA Global as discussed in Note 7.

NOTE 7 - CONVERTIBLE DEBENTURES PAYABLE

In January 2003, the Company entered into a subscription agreement with certain
purchasers to issue $140,000 in convertible debentures, with interest payable at
5% annum. The notes are convertible into the Company's Class A common stock at a
price equal to either (a) an amount equal to one hundred twenty percent (120%)
of the closing bid price for the Common Stock on the Closing Date, or (b) an
amount equal to eighty percent (80%) of the average of the four (4) lowest
Closing Bid Prices of the Common Stock for the five (5) trading days immediately
preceding the Conversion Date.

On June 30, 2003, the Company issued $40,000 and on September 19, 2003, the
Company issued an additional $100,000 in 5% convertible debentures to the
private investors under the subscription agreement. The 20% beneficial
conversion feature was previously recorded as

                                       15
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)(CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006


prepaid financing costs, until such time as the Company's Class A common stock
into which the debentures are convertible was registered and deemed effective by
the U.S Securities and Exchange Commission. The Company completed the effective
registration of the Company's common stock, and any amounts capitalized have
been charged to expense in accordance with EITF Issue 98-5. During the Nine
Months Ended September 30, 2007, no additional payments have been made. Total
outstanding principal balance of the convertible debentures at September 30,
2007 was $15,000, plus accrued interest of $4,484. On December 30, 2005, the
Company entered into a Securities Purchase Agreement with YA Global. Pursuant to
such purchase agreement, YA Global shall purchase up to $2,359,047 of secured
convertible debentures which shall be convertible into shares of the Company's
Class A common stock. Pursuant to the Securities Purchase Agreement, two Secured
Convertible Debentures were issued on December 30, 2005 for an aggregate of
$1,759,047. A portion of this financing was used to convert promissory notes and
accrued interest therefrom equal to $1,159,047 into new secured convertible
debentures and the balance was new financing in the form of secured convertible
debentures equal to $600,000 with interest payable at the rate of 7.5% per annum
to be issued and sold on the closing of this Securities Purchase Agreement and a
second secured convertible debenture equal to $600,000 with interest payable at
the rate of 7.5% per annum to be issued and sold two business days prior to the
filing of the registration statement that will register the common stock shares
issuable upon conversion of the secured convertible debentures. On May 2, 2006,
the second $600,000 was funded 2 business days prior to the date the
registration statement was filed with the United States Securities and Exchange
Commission.

Interest on the outstanding principal balance of the Secured Convertible
Debentures accrues at the annual rate of 7.5%. Payment of principal and accrued
interest shall be paid on or before December 30, 2007 on the 2005 debentures and
May 2, 2008 for the 2006 debenture. The Company has the option to redeem a
portion or all of the outstanding debentures at 120% of the amount redeemed plus
accrued interest. The holder shall be entitled to convert in whole or in part at
any time and from time to time, any amount of principal and accrued interest at
a price equal to 90% of the lowest closing bid price of the Common Stock during
the 30 trading days immediately preceding the conversion date, as quoted by
Bloomberg, LP ("Conversion Price"). In the event of a default, the full
principal amount of this Debenture, together with interest and other amounts
owing, shall be due and payable in cash, provided however, the holder of the
debenture may request payment of such amounts in Common Stock of the Obligor at
the Conversion Price then in-effect. A holder of the debenture may not convert
this Debenture or receive shares of Common Stock as payment of interest
hereunder to the extent such conversion or receipt of such interest payment
would result in the holder of the debenture beneficially owning in excess of
4.9% of the then issued and outstanding shares of Common Stock, including shares
issuable upon conversion of, and payment of interest on, this Debenture.
Providing that the holder of the debenture meets all restrictions and that the
Company does not enter into default, then the Company would expect to issue
approximately 344,000,000 shares of Common Stock in settlement of the three
secured convertible debentures, over the life of these debentures at the current
Conversion Price of $.0075.

During the three months ended September 30, 2007, the Company issued 571,137,813
shares of Class A common stock for repayment of $132,647 of principal on the
convertible debenture held by YA Global. The aggregate principal value of the YA
Global debentures is $1,876,900. This amount is shown net of the unamortized
portion of the discount on conversion of $316,760. This discount is being
amortized over the life of the debenture and is being recorded as a charge to
amortization of discount on debt conversion on the statement of operations.

                                       16
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)(CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006


NOTE 8 - INCOME TAXES

Deferred income taxes are determined using the liability method for the
temporary differences between the financial reporting basis and income tax basis
of the Company's assets and liabilities. Deferred income taxes will be measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company's tax return. Deferred tax assets and liabilities
are recognized based on anticipated future tax consequences attributable to
differences between financial statement carrying amounts of assets and
liabilities and their respective tax bases.

At September 30, 2007, the deferred tax asset consisted of the following:

         Deferred tax asset                   $  2,951,000
         Less: Valuation allowance              (2,951,000)
                                              ------------
         Net deferred tax asset               $         --
                                              ============

At September 30, 2007, the Company had a federal net operating loss carry
forward in the approximate amount of $6,428,000 available to offset future
taxable income. The Company established a valuation allowance equal to the full
amount of the deferred tax asset due to the uncertainty of the utilization of
the operating losses in future periods.

NOTE 9 - DUE TO RELATED PARTIES

Pursuant to the Spin-off, the Company entered into an Administrative Services
Agreement whereby iVoice will provide the Company with services in such areas as
information management and technology, employee benefits administration,
payroll, financial accounting and reporting, and other areas where the Company
may need transitional assistance and support following the Spin-off
distribution. The term of the agreement commences upon the effective date of the
Spin-off and continues for two years, but may be terminated earlier under
certain circumstances, including a default, and may be renewed for additional
one-year terms. In exchange for services under the administrative services
agreement, Trey Resources has agreed to pay iVoice an annual fee of $95,000. On
May 16, 2005, the iVoice, Inc terminated its administrative services agreement
with the Company and iVoice agreed to accept the assignment of 10 million shares
of Laser Energetics Class A Common Stock as settlement of all Administrative
Fees owed by the Company. The value of the exchanged securities was determined
to be $64,891.

Pursuant to the Spin-off from iVoice, the Company has assumed a promissory note
totaling $250,000 payable to Jerry Mahoney, President and Chief Executive
Officer of iVoice and Non- Executive Chairman of the Board of Trey Resources.
This amount is related to funds loaned to iVoice and is unrelated to the
operations of Trey. The note bears interest at the rate of 9.5% per annum on the
unpaid balance until paid or until default. At the time of default (if any) the
interest rate shall increase to 20% until the principal balance has been paid.
Under the terms of the Promissory Note, at the option of the Note holder,
principal and interest can be converted into either (i) one Class B common stock
share of Trey Resources, Inc., par value $0.00001, for each dollar owed, (ii)
the number of Class A common stock shares of iVoice, Inc. calculated by dividing
(x) the sum of the principal and interest that the Note holder has decided to
prepay by (y) fifty percent (50%) of the lowest issue price of Series A common
stock since the first advance of funds under this Note, or (iii) payment of the
principal of this Note, before any repayment of interest. At September 30, 2007
the principal on this note was $90,625 and accrued interest was $64,454.

                                       17
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)(CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006


Pursuant to the employment contract dated January 1, 2003 between the Company
and Jerome Mahoney, the Non-Executive Chairman of the Board, Mr. Mahoney is to
receive a salary of $180,000 per year subject to 10% increases every year
thereafter, as well as a monthly unaccountable travel expense allowance of $725,
an auto allowance of $800 and a health insurance allowance of $1,400 per month.
Also, pursuant to the employment contract with Mr. Mahoney, following the
completion of the Spin-off from its former parent company, iVoice Inc., which
occurred on February 11, 2004, Mr. Mahoney is entitled to receive a one-time
payment of $350,000.

Total amounts owed to Mr. Mahoney at September 30, 2007, representing unpaid
salary, unpaid expense and auto allowances, the one-time payment in connection
with the Spin-off, liabilities assumed in the Spin-off and interest on the
liabilities assumed in the Spin-off totaled $858,800

Pursuant to the employment contract dated September 15, 2003 between the Company
and Mark Meller, the President, Chief Executive Officer and Chief Financial
Officer of Trey Resources, Mr. Meller is to receive a salary of $180,000 per
year subject to 10% increases every year thereafter, as well as a monthly
unaccountable travel expense allowance of $600 and an auto allowance of $800.
Also, pursuant to the employment contract dated September 15, 2003 between the
Company and Mr. Meller, following the completion of the Spin-off from its former
parent company, iVoice Inc., which occurred on February 11, 2004, Mr. Meller is
entitled to receive a one-time payment of $350,000. In addition, Mr. Meller was
awarded a cash bonus of $114,800 on September 14, 2004.

Total amounts owed to Mr. Meller at September 30, 2007, representing unpaid
salary, unpaid expense and auto allowances, and the one-time payment in
connection with the Spin-off, totaled $561,069.

Mr. Mahoney and Mr. Meller have agreed to defer payment of any monies due and
owing them representing fixed compensation, which have been accrued on the
Company's balance sheet, and the one-time payment in connection with the
Spin-off, until such time as the Board of Directors determines that the Company
has sufficient capital and liquidity to make such payments. Mr. Mahoney and Mr.
Meller have further agreed, however, to accept payment or partial payment, from
time to time, as determined in the sole discretion of the Board of Directors in
the form of cash, the Company's Class A Common Stock and/or the Company's Class
B Common Stock. In connection with the acquisition of SWK, Inc, the Company
assumed a note payable to Gary Berman, a former shareholder of SWK, Inc. and
current shareholder of Trey. On April 1, 2004, Mr. Berman loaned the company
$25,000 pursuant to the Agreement and Plan of Merger and Reorganization among
Trey, SWK and SWK Technologies, Inc. The unsecured note bears interest at 5% per
annum and is payable in bi-weekly amounts of $217. At September 30, 2007, the
outstanding balance to Mr. Berman was $8,358

                                       18
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)(CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006


In connection with the acquisition of SWK, Inc, the Company assumed a note
payable to Lynn Berman, a former shareholder of SWK, Inc. and current
shareholder of Trey. On April 1, 2004, Ms. Berman loaned the company $25,000
pursuant to the Agreement and Plan of Merger and Reorganization among Trey, SWK
and SWK Technologies, Inc. The unsecured note bears interest at 5% per annum and
is payable in bi-weekly amounts of $217. At September 30, 2007, the outstanding
balance to Ms. Berman was $8,358

In connection with the acquisition of Wolen Katz, the Company agreed to pay Ms.
Katz $12,000 payable in twelve (12) equal monthly installments commencing on the
90th day following the Closing Date. At September 30, 2007, the amount was paid
off.

Pursuant to the asset purchase agreement with AMP-Best, SWK Technologies, Inc.
issued a $380,000 promissory note to Crandall Melvin III. The note carries an
interest rate of 7.75% and is payable in 60 monthly payments, commencing 120
days from the closing. As of September 30, 2007, the principal balance on the
note is $321,415.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

o    The Company does not own any real property for use in its operations or
     otherwise. On June 10, 2005, the Company consolidated its two New Jersey
     offices and moved into 6,986 square feet of space at 5 Regent Street,
     Livingston, NJ 07039 at a monthly rent of $7,423. In addition, it sublets
     1,090 square feet of space in Clifton, NJ at a monthly rent of $1,998.
     Effective March 15, 2005, the Company entered into a lease for 621 square
     feet of space at 900 Walt Whitman Road, Melville, NY 11747, at a monthly
     rent of $932. On October 30, 2005, entered into a one-year lease for office
     space at 1902 Wright Place, Carlsbad, CA 92008, at a monthly rent of $567.
     On June 2, 2006, the Company entered into a two-year lease for office space
     at 6834 Buckley Road, North Syracuse, New York, at a monthly rent of
     $1,800. The Company uses its facilities to house its corporate headquarters
     and operations and believe that these facilities are suitable for such
     purpose. The Company maintains a good relationship with its landlords and
     believes that these facilities will be adequate for the foreseeable future.

o    See Note 9 to the Financial Statements for information related to the
     employment agreements between Jerome Mahoney and Mark Meller.

o    The Company has entered into a subscription agreement with certain
     purchasers for the sale of $140,000 in convertible debentures. The notes
     are convertible into Class A common stock at the discretion of the holders.
     During 2004, the Company issued 2,444,177 shares of Trey's Class A common
     stock for repayment of $125,000 of principal. As of September 30, 2007,
     $15,000 remained due on the principal and $4,484 was due for accrued
     interest on these debentures.

o    See Note 7 to these Financial Statements for information related to the
     Securities Purchase Agreement, Investors Registration Rights Agreement and
     Secured Convertible Debentures entered into between the Company and YA
     Global. Pursuant to terms of these agreements, YA Global shall purchase up
     to $1,876,900 of secured convertible debentures which shall be convertible
     into shares of the Company's Class A common stock. The agreements also
     require the Company to file a registration statement with the SEC and
     assess liquidated damages for various defaults.

                                       19
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)(CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006


o    The Company assumed a total of $324,000 in accrued liabilities and related
     party debt outstanding and incurred by iVoice. The terms and conditions of
     the liabilities and debt being assumed are as follows:

     Kevin Whalen, a former officer of iVoice, is owed $74,000 in amounts due
     for unpaid salary from iVoice and is unrelated to the operations of Trey. A
     portion of this amount is convertible into Class A Common Stock of Trey
     calculated by dividing (x) the sum of the principal the obligee requests to
     be converted by (y) the average closing bid price of Class A Common Stock
     of Trey for the five (5) business days immediately preceding the conversion
     date. As of September 30, 2007, Mr. Whalen has received $4,500 in cash and
     $20,000 in Class A Common Stock leaving a balance due of $49,500.

     The Company has also assumed an outstanding promissory note in the amount
     of $250,000 payable to Mr. Mahoney, President and Chief Executive Officer
     of iVoice and Non- Executive Chairman of the Board of Trey Resources. This
     amount is related to funds loaned to iVoice and is unrelated to the
     operations of Trey. The terms of this obligation are further discussed in
     Note 9. As of September 30, 2007, the loan balance is $90,625 plus accrued
     interest of $64,454.

NOTE 11 - CAPITAL STOCK

In accordance with its Certificate of Incorporation as amended on April 24,
2003, the Company is authorized to issue 10,000,000,000 shares of Class A common
stock at $.00001 par value; 50,000,000 shares of Class B Common Stock, par value
$.00001; and 20,000,000 shares of Class C Common Stock, par value $.00001.
Additionally, the board of directors has the rights to prescribe and authorize
the issuance of 1,000,000 preferred shares, $1.00 par value.

PREFERRED STOCK

Preferred Stock consists of 1,000,000 shares of authorized preferred stock with
$1.00 par value. As of September 30, 2007, no shares were issued or outstanding.

CLASS A COMMON STOCK

Class A Common Stock consists of the following as of September 30, 2007:
10,000,000,000 shares of authorized common stock with a par value of $.00001,
1,637,711,116 shares were issued and outstanding. Each holder of Class A common
stock is entitled to receive ratably dividends, if any, as may be declared by
the Board of Directors out of funds legally available for the payment of
dividends. The Company has never paid any dividends on its common stock and does
not contemplate doing so in the foreseeable future. The Company anticipates that
any earnings generated from operations will be used to finance the growth
objectives.

For the nine months ending September 30, 2007, the company had the following
transactions in its Class A common stock:

                                       20
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)(CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006


>>   The Company issued 798,998,473 shares of Class A common stock with a total
     value of $488,504 for conversion of $427,147 of principal on convertible
     debentures with YA Global.

>>   The Company issued 170,000,000 shares of Class A common stock with a value
     of $79,638 for compensation and bonuses to employees of SWK Technologies,
     Inc.

>>   The Company issued 170,000,000 shares of its Class A common stock with a
     total value of $88,471 to officers of the Company as repayment of accrued
     salaries. Of this amount, $44,236 was for repayment of salaries and $44,235
     represents discount on conversions.

>>   The Company issued 175,866,802 shares of Class A common stock with a total
     value of $129,031 for conversion of $64,516 of debt for legal services. Of
     this amount $64,515 represents discount on conversions.

>>   The Company issued 159,724,544 shares of Class A common stock with a value
     of $60,896 to an officer of the Company for repayment of a note payable. Of
     this amount $30,375 was for payment of principal and $30,521 represents
     discount on conversions.


CLASS B COMMON STOCK

Class B Common Stock consists of 50,000,000 shares of authorized common stock
with a par value of $0.00001. Class B stock has voting rights of 1 to 100 with
respect to Class A Common Stock. As of September 30, 2007, no shares were issued
and outstanding; Class B common stockholders are entitled to receive dividends
in the same proportion as the Class B Common Stock conversion and voting rights
have to Class A Common Stock. A holder of Class B Common Stock has the right to
convert each share of Class B Common Stock into the number of shares of Class A
Common Stock determined by dividing the number of Class B Common Stock being
converted by a 50% discount of the lowest price that Trey had ever issued its
Class A Common Stock. Upon the liquidation, dissolution, or winding - up of the
Company, holders of Class B Common Stock will be entitled to receive
distributions.

CLASS C COMMON STOCK

Class C Common Stock consists of 20,000,000 shares of authorized common stock
with a par value of $0.00001. Class C stock has voting rights of 1,000 to 1 with
respect to Class A Common Stock. As of September 30, 2007, no shares were issued
or outstanding.

NOTE 12 - SUBSEQUENT EVENTS

>>   During the months of October and November 2007, the Company issued
     624,117,647 shares of its Class A Common Stock to YA Global for $106,100
     repayment of principal on the convertible debentures payable.

                                       21
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read the following discussion in conjunction with our financial
statements and related notes included elsewhere in this filing as well as our
audited statements and related notes for the year ending December 31, 2006 filed
with Form 10-KSB. The following discussion contains forward-looking statements.
Please see "Forward Looking Statements - Cautionary Factors" for a discussion of
uncertainties, risks and assumptions associated with these statements

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

Up until its acquisition of SWK, Inc. ("SWK") on June 2, 2004, the Company was
solely engaged in the design, manufacture, and marketing of specialized
telecommunication equipment. As a result of a Spin-off, Trey was assigned the
iVoice corporate assets, liabilities and expenses related to the Automatic
Reminder software business. Trey Resources' plan of operation pursuant to its
spin-off from its former parent company was to market and sell the Automatic
Reminder software product. With the acquisition of SWK and as part of its plan
to expand into new markets, the Board of Directors decided that Trey will focus
on the business software and information technology consulting market, and is
looking to acquire other companies in this industry. SWK Technologies, Inc.,
Trey's wholly owned subsidiary and the surviving company from the acquisition
and merger with SWK, Inc., is a New Jersey-based information technology company,
value added reseller, and master developer of licensed accounting software
published by Sage Software. SWK Technologies also publishes its own proprietary
supply-chain software, the Electronic Data Interchange (EDI) solution "MAPADOC".
SWK Technologies sells services and products to various end users,
manufacturers, wholesalers and distribution industry clients located throughout
the United States.

On June 2, 2006, SWK Technologies, Inc. completed the acquisition of certain
assets of AMP-Best Consulting, Inc. of Syracuse, New York. AMP-Best Consulting,
Inc. is an information technology company and value added reseller of licensed
accounting software published by Sage Software. AMP-Best Consulting, Inc. sells
services and products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United States, with special
emphasis on companies located in the upstate New York region.

Management is uncertain that it can generate sufficient cash to sustain its
operations in the next twelve months, or beyond. It is unclear whether the
acquisition of SWK, Inc, will result in a reasonably successful operating
business and can give no assurances that we will be able to generate sufficient
revenues to be profitable, obtain adequate capital funding or continue as a
going concern.

NINE MONTHS ENDING SEPTEMBER 30, 2007 COMPARED TO NINE MONTHS ENDING SEPTEMBER
------------------------------------------------------------------------------
30, 2006
--------

Prior to our acquisition of SWK, Inc., on June 2, 2004, all revenues reported by
Trey were derived from the license of our automatic reminder and call initiating
software products which address a business or professional organization's need
to automatically confirm pre-set appointments or meetings with customers or
clients. Until February 11, 2004, the Automatic Reminder business had only
operated as a division of iVoice, Inc. and had never operated on a

                                       22
<PAGE>
stand-alone basis. All rights, title, and interest to the Automatic Reminder
software source code and product line was sold in November 2004 to a technology
company for a $250,000 note and stock.

Revenues for the nine month period ended September 30, 2007 were $5,562,447 as
compared to sales of $4,695,655 for the nine month period ending September 30,
2006, an increase of $866,792. These sales were all generated by the Company's
operating subsidiary, SWK Technologies ("SWKT"). SWKT sales increased as the
result of increased focus by management on marketing and sales across all its
product lines, as well as a contribution to sales from AMP-Best Consulting, Inc,
which SWKT acquired on June 2, 2006.

The gross profit for the nine months ended September 30, 2007 of $1,982,966
represents the gross profit of SWKT. As a percentage of sales, gross margin was
35.6% for the nine month period ending September 30, 2007. Gross profit for the
Nine Months Ended June 30, 2006 was $1,743,209, which was 37.1% of sales. Total
gross profit increased by $239,757 when compared to the prior year. The mix of
products being sold by the company changes from time to time, such that the
overall gross margin percentage decreased. Sales of the larger Sage Software
products carries lower gross margin percentage as the relative discount
percentage from the supplier decreases.

Total operating expenses were $2,576,349 for the nine month period ending
September 30, 2007, an increase of $51,760 over the nine month period ending
September 30, 2006, which totaled $2,524,589. The increase is primarily a result
of SWKT increased selling and marketing expenses primarily salaries and
benefits.

Total other income (expense) for the nine months ended September 30, 2007 was an
expense of $618,043, an increase of $321,658 in other expenses over the nine
month period ending September 30, 2006. The increase in other expenses primarily
reflects a decrease on revaluation of derivatives of $350,434, an increase in
interest expense of $36,733 on outstanding convertible debentures, related party
loans, and trade leases and an increase in other expenses of $57,679. These
increases were offset primarily by a decrease of $63,353 in amortization of debt
conversion discounts.

Net loss for the nine-month period ending September 30, 2007 was $1,211,426 as
compared to net loss of $1,077,765 for the nine-month period ending September
30, 2006. The increase in net loss of $133,661 for the respective periods was a
result of the factors discussed above.

THREE MONTHS ENDING SEPTEMBER 30, 2007 COMPARED TO THREE MONTHS ENDING SEPTEMBER
--------------------------------------------------------------------------------
30, 2006
--------

Revenues for the three month period ended September 30, 2007 were $1,648,227 as
compared to sales of $1,787,949 for the three month period ending September 30,
2006, a decrease of $139,722. These sales were all generated by the Company's
operating subsidiary, SWK Technologies ("SWKT"). SWKT sales decreased as the
result a tighter third quarter economy. The Company expects the fourth quarter
sales to resume to its normal level.

The gross profit for the three months ended September 30, 2007 of $643,712
represents the gross profit of SWKT. As a percentage of sales, gross margin was
39.1% for the three-month period

                                       23
<PAGE>
ending September 30, 2007. Gross profit for the three months ended June 30, 2006
was $656,041, which was 36.7% of sales. Total gross profit decreased by $12,329
when compared to the prior year. The mix of products being sold by the company
changes from time to time, such that the overall gross margin percentage
increased. Sales of the larger Sage Software products carries lower gross margin
percentage as the relative discount percentage from the supplier decreases.

Total operating expenses were $805,087 for the three-month period ending
September 30, 2007, a decrease of $58,368 over the three-month period ending
September 30, 2006, which totaled $863,455. The decrease is primarily a result
of SWKT decreased general and administrative expenses, primarily salaries and
benefits.

Total other income (expense) for the three months ended September 30, 2007 was
an expense of $141,792, an increase of $201,890 in other expenses over the
three-month period ending September 30, 2006. The increase in other expenses
primarily reflects a decrease in gain on revaluation of derivatives of $151,900,
an increase in interest expense of $3,530 on outstanding convertible debentures,
related party loans, and trade leases. These increases were offset primarily by
a decrease of $11,340 in amortization of debt conversion discounts.

Net loss for the three-month period ending September 30, 2007 was $303,167 as
compared to net loss of $147,316 for the three-month period ending September 30,
2006. The increase in net loss of $155,851 for the respective periods was a
result of the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

We are currently seeking additional operating income opportunities through
potential acquisitions or investments similar to the transaction with SWK, Inc.
and Business Tech Solutions Group. Such acquisitions or investments may consume
cash reserves or require additional cash or equity. Our working capital and
additional funding requirements will depend upon numerous factors, including:
(i) strategic acquisitions or investments; (ii) an increase to current company
personnel; (iii) the level of resources that we devote to sales and marketing
capabilities; (iv) technological advances; and (v) the activities of
competitors.

To date, Trey has incurred substantial losses, and will require financing for
working capital to meet its operating obligations. While we have recently raised
sufficient working capital to fund our operations for what we believe should be
sufficient for the next 6 months, we will subsequently need to raise additional
capital to fund our future operations. We anticipate that we will require
financing on an ongoing basis for the foreseeable future.

In January 2003, the Company entered into a subscription agreement with certain
accredited investors to issue $250,000 in convertible debentures, with interest
payable at 5% per annum. On June 30, 2003, Trey issued $40,000 in convertible
debentures to 4 individual investors under the subscription agreement. On
September 19, 2003, Trey issued $100,000 in convertible debentures to YA Global
pursuant to the subscription agreement. The debentures are convertible into
shares of Class A Common Stock at a price equal to either (a) an amount equal to
one hundred twenty percent (120%) of the closing bid price of the Class A Common
Stock as of the closing date of the registration of shares or (b) an amount
equal to eighty percent (80%) of the average closing bid price of the Class A
Common Stock for the four trading days immediately

                                       24
<PAGE>
preceding the conversion date. The convertible debentures have a term of two
years with all accrued interest due at the expiration of the term. At our
option, these debentures may be paid in cash or redeemed at a 20% premium prior
to April 2004. As of September 30, 2007, $15,000 remained due on the principal
and $4,484 was due for accrued interest on these debentures.

In January 2003, as subsequently amended retroactively to January 27, 2003, Trey
entered into an Equity Line of Credit Agreement. Under this agreement, Trey may
issue and sell to YA Global Class A Common Stock for a total purchase price of
up to $10.0 million. The purchase price for the shares will be equal to 91% of
the market price, which is defined as the lowest closing bid price of the Class
A Common Stock during the five trading days following the notice date. A cash
fee equal to nine percent (6%) of the cash proceeds of the draw down is also
payable at the time of funding such fee. In addition, YA Global received, as
additional compensation, 45,000 shares of Class A Common Stock on February 11,
2004. As of December 30, 2005, Trey has drawn down $2,700,000 on the Equity Line
of Credit and repaid $1,675,000 of principal and $84,638 of interest through the
issuance of 77,532,790 shares of Class A Common Stock. On December 30, 2005, the
Equity Line of Credit Agreement was terminated and the outstanding principal and
interest of $1,159,047 was transferred to a Secured Convertible Debenture due on
December 30, 2007 with an interest of 7.5% per annum.

On December 30, 2005, the Company entered into a Securities Purchase Agreement
with YA Global. Pursuant to such purchase agreement, YA Global shall purchase up
to $2,359,047 of secured convertible debentures which shall be convertible into
shares of the Company's Class A common stock. Pursuant to the Securities
Purchase Agreement, two Secured Convertible Debentures were issued on December
30, 2005 for an aggregate of $1,759,047. A portion of this financing was used to
convert promissory notes and accrued interest therefrom equal to $1,159,047 into
new secured convertible debentures and the balance was new financing in the form
of secured convertible debentures equal to $600,000 with interest payable at the
rate of 7.5% per annum to be issued and sold on the closing of this Securities
Purchase Agreement and a second secured convertible debenture equal to $600,000
with interest payable at the rate of 7.5% per annum to be issued and sold two
business days prior to the filing of the registration statement that will
register the common stock shares issuable upon conversion of the secured
convertible debentures. The debentures are due on December 30, 2007 and May 2,
2008, respectively, and carry an interest rate of 7.5% per annum. The principal
and accrued interest on the debentures are convertible into shares of Class A
Common Stock at a price per share equal to 90% of the lowest closing bid price
of our Class A Common Stock for the thirty trading days immediately preceding
conversion. The aggregate balance due of the YA Global debentures at September
30, 2007 is $2,158,343 for principal and interest.

In connection with the acquisition of SWK, Inc. Trey has assumed a total of
$664,642 in liabilities and has borrowed an additional $35,000 from an unrelated
third party. Of the liabilities assumed, a total of $216,372 has been repaid by
Trey at the closing and the $35,000 note is being paid at the rate of $1,500 per
week. As of September 30, 2007, the entire balance on this note was paid in
full.

Pursuant to the Spin-Off from iVoice, Trey assumed an aggregate of $324,000 in
liabilities from iVoice and iVoice assigned to Trey assets having an aggregate
book value of $9,000. Trey believes that the fair value of these assets may be
greater than the book value, although it has not

                                       25
<PAGE>
undertaken an appraisal. The aggregate balance of these obligations at September
30, 2007 is $149,061. The assumed obligations are described below.

Trey assumed an outstanding promissory note in the amount of $250,000 payable to
Jerry Mahoney in exchange for the assets it received pursuant to the Spin-Off of
the Automatic Reminder business. This amount is related to funds loaned to
iVoice and unrelated to the operations of Trey. Trey, for value received,
promised to pay Mr. Mahoney the principal sum of $250,000 at the rate of 9.5%
per annum on the unpaid balance until paid or until default. Interest payments
are due annually. At the time of default (if any) the interest rate shall
increase to 20% until the principal balance has been paid. Under the terms of
the Promissory Note, at the option of the Note holder, principal and interest
can be converted into either (i) one share of Class B Common Stock of Trey, par
value $0.00001, for each dollar owed, (ii) the number of shares of Class A
Common Stock of Trey calculated by dividing (x) the sum of the principal and
interest that the Note holder has decided to prepay by (y) fifty percent (50%)
of the lowest issue price of Series A Common Stock since the first advance of
funds under this Note, or (iii) payment of the principal of this Note, before
any repayment of interest. At September 30, 2007, the principle on this note was
$103,000 and accrued interest was $44,744. Mr. Mahoney has agreed to defer
payment of any monies due and owing them representing fixed compensation, which
have been accrued on the Company's balance sheet, and the one-time payment in
connection with the Spin-off, until such time as the Board of Directors
determines that the Company has sufficient capital and liquidity to make such
payments. Mr. Mahoney has further agreed, however, to accept payment or partial
payment, from time to time, as determined in the sole discretion of the Board of
Directors in the form of cash, the Company's Class A Common Stock and/or the
Company's Class B Common Stock.

Trey assumed an outstanding obligation to Kevin Whalen of $74,000 for amounts
due for unpaid salary from iVoice. This amount is related to services provided
to iVoice and unrelated to the operations of Trey. However, because Mr. Whalen
assisted in the preparation of the financial statements and footnotes related to
the Spin-off, Trey assumed this obligation to Kevin Whalen. A portion of the
obligation is convertible into Class A Common Stock of Trey calculated by
dividing (x) the sum of the principal the obligee requests to be converted by
(y) the average closing bid price of Class A Common Stock of Trey for the five
(5) business days immediately preceding the conversion date. As of September 30,
2007, Mr. Whalen has received $4,500 in cash and $20,000 in Class A Common Stock
leaving a balance due of $49,500.

During the nine month period ending September 30, 2007, SWK Technologies, Inc.
repaid $222,000 and drew down $330,000 on its line of credit with Fleet National
Bank, a Bank of America company. The secured line of credit bears interest at
prime plus 1% per annum, which can change with the fluctuations in the prime
rate. Monthly payments of interest only in arrears shall be due and payable on
the 4th of each month and these have been paid. Principal shall be due and
payable on demand from Fleet National Bank. As of September 30, 2007, the
outstanding balance payable to Fleet totaled $130,000.

During the Nine Months Ended September 30, 2007, Trey had a net decrease in cash
of $50,337. Trey's principal sources and uses of funds were as follows:

CASH USED BY OPERATING ACTIVITIES. Trey had cash used by operating activities of
$139,111 for the Nine Months Ended September 30, 2007, a decrease of $817,390 in
cash used as compared to

                                       26
<PAGE>
cash used for operating activities of $956,501 in the nine months ended
September 30, 2006. The decrease is primarily the result of the increased
amortization of debt securities, debt conversion discount, accounts receivable
on higher sales, and reduced gain on revaluation of derivatives.

CASH USED BY INVESTING ACTIVITIES. Investing activities for the nine months
ended September 30, 2007 used cash of $32,246. Of this amount, $90,824 was used
for the purchase of equipment, $7,000 was used to purchase customer lists,
$136,333 was used to develop software and $201,911 was provided from net
proceeds on the sales of securities. For the nine months ended September 30,
2006, the company used $85,385 for the purchase and upgrade of computers and
network equipment, and business acquisition costs, offset by net proceeds
realized from the sale of securities.

CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the nine months
ended September 30, 2007 provided a total of $121,020 in cash. This total
primarily consisted of net proceeds from related party loans of $3,932 and notes
payable, capital leases and convertible debentures of and $340,000 of proceeds
from its line of credit offset by repayments of notes payable, capital leases
and convertible debentures of $222,912. Financing activities in the nine months
ended September 30, 2006 resulted in the Company providing a total of $510,536
in cash. This total primarily consisted of net proceeds from the issuance of
notes payable, capital leases and convertible debentures in the amount of
$863,835 which were offset by repayments of related party loans of $90,639,
repayments of notes payable, capital leases and convertible debentures of
$262,660.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.

FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

Certain information included in this Form 10-QSB and other materials filed or to
be filed by us with the Securities and Exchange Commission (as well as
information included in oral or written statements made by us or on our behalf),
may contain forward-looking statements about our current and expected
performance trends, growth plans, business goals and other matters. These
statements may be contained in our filings with the Securities and Exchange
Commission, in our press releases, in other written communications, and in oral
statements made by or with the approval of one of our authorized officers.
Information set forth in this discussion and analysis contains various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. The reader is cautioned that
such forward-looking statements are based on information available at the time
and/or management's good faith belief with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements.
Forward-looking statements speak only as of the date the statement was made. We
assume no obligation

                                       27
<PAGE>
to update forward-looking information to reflect actual results, changes in
assumptions or changes in other factors affecting forward-looking information.
Forward-looking statements are typically identified by the use of terms such as
"anticipate," "believe," "could," "estimate," "expect," "intend," "may,"
"might," "plan," "predict," "project," "should," "will," and similar words,
although some forward-looking statements are expressed differently. Although we
believe that the expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such expectations will prove to be
correct.

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
-------------------------------------------------

Management of the Company has evaluated, with the participation of the Chief
Executive Officer and Chief Financial Officer of the Company, the effectiveness
of the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the fiscal quarter covered by this
Quarterly Report on Form 10-QSB. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer of the Company have concluded that the
Company's disclosure controls and procedures as of the end of the fiscal quarter
covered by this Quarterly Report on Form 10-QSB are effective to provide
reasonable assurance that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission and that the
information required to be disclosed in the reports is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS.
-----------------------------

Management of the Company has also evaluated, with the participation of the
Chief Executive Officer and Chief Financial Officer of the Company, any change
in the Company's internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal
quarter covered by this Quarterly Report on Form 10-QSB. There was no change in
the Company's internal control over financial reporting identified in that
evaluation that occurred during the fiscal quarter covered by this Quarterly
Report on Form 10-QSB that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.

ITEM 3A(T). CONTROLS AND PROCEDURES.

An evaluation was performed under the supervision and with the participation of
management, including the Chief Executive Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as
defined in Rules 13a-15(e) or 240.15d-15(e) of the Securities Exchange Act of
1934, as amended, as of September 30, 2007. Based on that evaluation,
management, including the Chief Executive Officer, concluded that the Company's
disclosure controls and procedures are effective. There has been no change in
the internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of ss.240.13a-15 or ss.240.15d-15 of the
Exchange Act that occurred during the Company's last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting, other than what has been reported
above.


                                       28
<PAGE>
                           PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS

         31.1      Certification of Chief Executive and Chief Financial Officer
                   pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
                   Section 302 of the Sarbanes-Oxley Act of 2002.

         32.1      Certification of Chief Executive and Chief Financial Officer
                   pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
                   Section 906 of the Sarbanes-Oxley Act of 2002.






                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report on Form 10-QSB to be
signed on its behalf by the undersigned thereunto duly authorized.


Trey Resources, Inc.

By: /s/ Mark Meller                                    Date:   November 16, 2007
   -----------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer


In accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.


By: /s/ Mark Meller                                    Date:   November 16, 2007
    ---------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer



                                       29
<PAGE>


                                INDEX OF EXHIBITS


         31.1      Certification of Chief Executive and Chief Financial Officer
                   pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
                   Section 302 of the Sarbanes-Oxley Act of 2002.

         32.1      Certification of Chief Executive and Chief Financial Officer
                   pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
                   Section 906 of the Sarbanes-Oxley Act of 2002.