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


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008

                                       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

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 large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of "large accelerated filer" and "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [ ]                        Accelerated Filer         [ ]
Non-Accelerated Filer   [ ]                        Smaller reporting company [X]
(Do not check if a smaller reporting company)

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, 2008: 4,105,473,533
================================================================================
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007


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

                                                                        Page No.
                                                                        --------
PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

         Balance Sheets - September 30, 2008  (unaudited)
         and December 31, 2007 (audited)                                   2-3
         Statements of Operations - For the nine months and three months
         ended September 30, 2008 and 2007 (unaudited)                     4

         Statements of Cash Flows - For the nine months ended
         September 30, 2008 and 2007        (unaudited)                    5-6

         Notes to Condensed Consolidated Financial Statements (unaudited)  7-17

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                             18-22

Item 4T. Controls and Procedures                                           23

PART II. OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities                                   24

Item 5.  Other Information                                                 24

Item 6.  Exhibits                                                          24

                                        1
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE><CAPTION>

                                                                  September 30,   December 31,
                                                                      2008           2007
                                                                   ----------     ----------
                                                                   (unaudited)     (audited)
                                     ASSETS
CURRENT ASSETS
<S>                                                                <C>            <C>
Cash and cash equivalents                                          $  268,740     $  146,443
Accounts receivable, net of allowance for doubtful accounts of
    $146,162 and $147,647, respectively                               754,142        687,282
Notes receivable                                                         --           66,471
Inventory                                                              34,565         45,647
Prepaid expenses and other current assets                              62,833        106,722
                                                                   ----------     ----------
       Total current assets                                         1,120,280      1,052,565
                                                                   ----------     ----------
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
    $313,143 and $237,857, respectively                               206,146        270,177
                                                                   ----------     ----------
OTHER ASSETS
Intangible assets, net of accumulated amortization of
    $442,278 and $294,550, respectively                               150,953        298,681
Deposits and other assets                                              24,672         32,267
                                                                   ----------     ----------
       Total other assets                                             175,625        330,948
                                                                   ----------     ----------
TOTAL ASSETS                                                       $1,502,051     $1,653,690
                                                                   ==========     ==========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses                              $1,751,408     $1,385,998
Due to related parties                                              1,634,389      1,408,393
Convertible debentures payable, net of discounts of
     $0 and $73,393, respectively                                   1,574,100      1,603,207
Derivative liability                                                1,502,609        216,497
Current portion of notes payable and capital leases                    69,553        268,550
Warrant liability                                                      75,450         75,450
Notes payable to related parties                                      366,107        407,112
Deferred revenue                                                      145,334        127,809
                                                                   ----------     ----------
         Total current liabilities                                  7,118,950      5,493,016
                                                                   ----------     ----------

LONG TERM DEBT
Notes payable and capital leases - non-current                         20,791         74,261
                                                                   ----------     ----------
          Total long term liabilities                                  20,791         74,261
                                                                   ----------     ----------
TOTAL LIABILITIES                                                   7,139,741      5,567,277
                                                                   ----------     ----------
COMMITMENTS AND CONTINGENCIES
</TABLE>

 See accompanying footnotes to the condensed consolidated financial statements.

                                        2
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

<TABLE><CAPTION>

                                                                        September 30,      December 31,
                                                                            2008              2007
                                                                        ------------      ------------
                                                                         (unaudited)       (audited)
<S>                                                                     <C>               <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;
     4,105,473,533 and 3,119,362,422 shares issued and outstanding,
     respectively                                                             41,055            31,194
  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                                                 5,483,389         5,347,666
Additional paid in capital - warrants                                        125,166           125,166
Accumulated deficit                                                      (11,287,300)       (9,417,613)
                                                                        ------------      ------------
         Total stockholders' deficit                                      (5,637,690)       (3,913,587)
                                                                        ------------      ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                             $  1,502,051      $  1,653,690
                                                                        ============      ============
</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                    For the three months
                                                                ended September 30,                     ended September 30,
                                                             2008                2007                2008                2007
                                                       ---------------     ---------------     ---------------     ---------------
<S>                                                    <C>                 <C>                 <C>                 <C>
SALES, net                                             $     5,711,263     $     5,562,447     $     1,833,669     $     1,648,227

COST OF SALES                                                3,701,414           3,579,481           1,239,666           1,004,515
                                                       ---------------     ---------------     ---------------     ---------------
GROSS PROFIT                                                 2,009,849           1,982,966             594,003             643,712
                                                       ---------------     ---------------     ---------------     ---------------
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                           877,060             947,650             266,689             341,431
    General and administrative expenses                      1,259,402           1,377,390             399,832             363,731
    Depreciation and amortization                              227,234             251,309              74,316              99,925
                                                       ---------------     ---------------     ---------------     ---------------
Total selling, general and administrative expenses           2,363,696           2,576,349             740,837             805,087
                                                       ---------------     ---------------     ---------------     ---------------
LOSS FROM OPERATIONS                                          (353,837)           (593,383)           (146,834)           (161,375)
                                                       ---------------     ---------------     ---------------     ---------------
OTHER INCOME (EXPENSE)
    Gain (loss) on revaluation of derivatives               (1,286,112)            404,975              93,775             206,861
    Amortization of discount on debt conversion                (73,393)           (730,101)               --              (243,367)
    Gain on sales of securities available for sale                --                71,413                --                  --
    Other income (expense)                                      10,873            (188,000)              3,113             (51,119)
    Interest expense                                          (167,218)           (176,330)            (76,164)            (54,167)
                                                       ---------------     ---------------     ---------------     ---------------
Total other income (expense)                                (1,515,850)           (618,030)             20,724            (141,792)
                                                       ---------------     ---------------     ---------------     ---------------
LOSS BEFORE PROVISION FOR
    INCOME TAXES                                            (1,869,687)         (1,211,426)           (126,110)           (303,167)

PROVISION FOR INCOME TAXES                                        --                  --                  --                  --
                                                       ---------------     ---------------     ---------------     ---------------
NET LOSS APPLICABLE TO
    COMMON SHARES                                      $    (1,869,687)    $    (1,211,426)    $      (126,110)    $      (303,167)
                                                       ---------------     ---------------     ---------------     ---------------
NET LOSS PER COMMON SHARE
    Basic and Diluted                                  $         (0.00)    $         (0.00)    $         (0.00)    $         (0.00)
                                                       ---------------     ---------------     ---------------     ---------------
WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic and Diluted                                    3,709,301,595         568,465,853       3,851,029,089       1,074,619,187
                                                       ===============     ===============     ===============     ===============
</TABLE>

 See accompanying footnotes to the condensed consolidated financial statements.

                                        4
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,
<TABLE><CAPTION>
                                                                                  2008             2007
                                                                              -----------      -----------
<S>                                                                           <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                   $(1,869,687)     $(1,211,426)
   Adjustments to reconcile net loss to net cash provided by
     (used in) operating activities
   Depreciation and amortization                                                  223,014          103,773
   Amortization of debt discounts                                                  73,393          730,101
   Amortization of other intangibles                                                 --            147,536
   (Gain) loss on revaluation of derivatives                                    1,286,112         (404,975)
   Net gain on sale of securities available for sale                                 --            (71,663)
   Common stock issued for services and compensation                                 --            227,264
   Common stock issued for debt conversion discount                                43,084          200,628
      Deferred interest income on notes receivable                                   (908)            --
      Changes in certain assets and liabilities:
      Accounts receivable                                                         (66,860)         (68,997)
      Inventory                                                                    11,082          (13,977)
        Prepaid expenses and other assets                                          51,484          (42,345)
      Accounts payable and accrued liabilities                                    365,410          137,513
      Deferred revenue                                                             17,525           19,102
      Related party accounts                                                      225,996          108,355
                                                                              -----------      -----------
Total cash provided by (used in) operating activities                             359,645         (139,111)
                                                                              -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                             (11,255)         (90,824)
   Software development costs                                                        --           (136,333)
   Purchase of intangible assets                                                     --             (7,000)
   Net proceeds of sale of securities available for sale                             --            201,911
   Redemption of notes receivable                                                  67,379             --
                                                                              -----------      -----------
Total cash provided by (used in) investing activities                              56,124          (32,246)
                                                                              -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from (repayment of) related party loans                               (41,005)           3,932
   Proceeds from notes payable, capital leases and convertible debentures            --            340,000
   Repayment of notes payable, capital leases and convertible debentures         (252,467)        (222,912)
                                                                              -----------      -----------
Total cash provided by (used in) financing activities                            (293,472)         121,020
                                                                              -----------      -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              122,297          (50,337)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                   146,443          373,437
                                                                              -----------      -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                     $   268,740      $   323,100
                                                                              ===========      ===========

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                           $      --        $    40,010
                                                                              ===========      ===========
   Income taxes                                                               $      --        $      --
                                                                              ===========      ===========
</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, 2008 AND 2007

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the nine months ended September 30, 2008, the Company:

a)   Issued 986,111,111 shares of Class A Common Stock with a total value of
     $145,584 for conversion of $102,500 of principal on outstanding debentures
     with YA Global Investments, (f/k/a Cornell Capital Partners).


For the nine months ended September 30, 2007, the Company:

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
     with YA Global Investments (f.k.a. Cornell Capital Partners)

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.


 See accompanying footnotes to the condensed consolidated financial statements.

                                        6
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

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.

On June 2, 2004, the Company acquired SWK, Inc. which is focusing on the
business software and information technology consulting market 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.

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

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-Q and Regulation S-X. 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, 2007 audited financial statements and the accompanying notes
thereto filed with the Securities and Exchange Commission on Form 10-KSB.

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.

                                        7
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

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, 2008 and December 31, 2007 of $76,840 and $112,547,
respectively. 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. The Company has no uninsured cash
balances at September 30, 2008 and December 31, 2007, respectively.

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.

With respect to the sale of software license fees, the Company recognizes
revenue in accordance with Statement of Position 97-2, software Revenue
Recognition (SOP 97-2), as amended, and generally recognizes revenue when all of
the following criteria are met: (1) persuasive evidence of an arrangement exists
generally evidenced by a signed, written purchase order from the customer, (2)
delivery of the software product on Compact Disk (CD) or other means to the
customer has occurred, (3) the perpetual license fee is fixed or determinable
and (4) collectability, which is assessed on a customer-by-customer basis, is
probable.

With respect to customer support services, upon the completion of one year from
the date of sale, considered to be the warranty period, the Company offers
customers an optional annual software maintenance and support agreement for
subsequent one-year periods. Sales of purchased maintenance and support
agreements are recorded as deferred revenue and recognized over the respective
terms of the agreements.

                                        8
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

Accounts Receivable
-------------------
Accounts receivables consist primarily of uncollected invoices for maintenance
and professional services. Payments 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.

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

Fair Value of Financial Instruments
-----------------------------------
The Company estimates that the fair value of all financial instruments at
September 30, 2008 and December 31, 2007, as defined in FASB 107, does not
differ materially from the aggregate carrying values of its financial
instruments recorded in the accompanying condensed consolidated balance sheets.
The estimated fair value amounts have been determined by the Company using
available market information and appropriate valuation methodologies.
Considerable judgment is required in interpreting market data to develop the
estimates of fair value, and accordingly, the estimates are not necessarily
indicative of the amounts that the Company could realize in a current market
exchange.

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.


                                                          For the nine
                                                   Months ending September 30,
                                                -------------------------------
                                                      2008             2007
                                                --------------   --------------
Net loss from operations                        $   (1,869,687)  $   (1,211,426)
                                                ==============   ==============
Basic and Diluted EPS Purposes                   3,709,301,595      568,465,853
                                                ==============   ==============
Net loss per common share from
operations                                      $        (0.00)  $        (0.00)
                                                ==============   ==============

                                        9
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007



                                                          For the three
                                                   Months ending September 30,
                                                -------------------------------
                                                     2008             2007
                                                --------------   --------------

Net loss from operations                        $     (126,110)  $     (303,167)
                                                ==============   ==============
Basic and Diluted EPS Purposes                   3,851,029,089    1,074,619,187
                                                ==============   ==============
Net loss per common share from
operations                                      $        (0.00)  $        (0.00)
                                                ==============   ==============

The Company had common stock equivalents of 3,075,000 and 7,075,000 at September
30, 2008 and 2007, 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
nine months ended September 30, 2008 include the recognition of the derivative
liability on the underlying securities issuable upon conversion of the Cornell
Convertible Debentures (see note 8).

Recent Accounting Pronouncements
--------------------------------

In February 2008, FASB Staff Position ("FSP") FAS No. 157-2, "Effective Date of
FASB Statement No. 157" ("FSP No. 157-2") was issued. FSP No. 157-2 defers the
effective date of SFAS No. 157 to fiscal years beginning after December 15,
2008, and interim periods within those fiscal years, for all nonfinancial assets
and liabilities, except those that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually). Examples of
items within the scope of FSP No. 157-2 are nonfinancial assets and nonfinancial
liabilities initially measured at fair value in a business combination (but not
measured at fair value in subsequent periods), and long-lived assets, such as
property, plant and equipment and intangible assets measured at fair value for
an impairment assessment under SFAS No. 144.

The partial adoption of SFAS No. 157 on January 1, 2008 with respect to
financial assets and financial liabilities recognized or disclosed at fair value
in the financial statements on a recurring basis did not have a material impact
on the Company's financial statements. See Note 3 for the fair value measurement
disclosures for these assets and liabilities. The Company is in the process of
analyzing the potential impact of SFAS No. 157 relating to its planned January
1, 2009 adoption of the remainder of the standard.

                                       10
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements -- an amendment of ARB No. 51 ("SFAS 160").
SFAS 160 requires that ownership interests in subsidiaries held by parties other
than the parent, and the amount of consolidated net income, be clearly
identified, labeled, and presented in the consolidated financial statements
within equity, but separate from the parent's equity. It also requires once a
subsidiary is deconsolidated, any retained non-controlling equity investment in
the former subsidiary be initially measured at fair value. Sufficient
disclosures are required to clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners. SFAS
160 will be effective for the Trust beginning January 1, 2009. Management
anticipates that the adoption of SFAS 160 will not have a material impact on the
Company's financial statements.

In June 2007, the FASB ratified the consensus in EITF Issue No. 07-3 "Accounting
for Nonrefundable Payments for Goods and Services to be Used in Future Research
and Development Activities" (ETIF 07-04), requiring that nonrefundable advance
payments for future research and development activities be deferred and
capitalized. Such amounts should be expensed as the related goods are delivered
or the related services performed. The statement is effective for fiscal years
beginning after December 15, 2007. The adoption of EITF Issue No. 07-3 did not
have a material impact on the Company's financial position or results of
operations.

In June 2007, the FASB ratified Issue No. 06-11 "Accounting for Income Tax
Benefits of Dividends on Share-Based Payment Awards (ETIF 06-11), which requires
entities to record tax benefits on dividends or dividend equivalents that are
charged to retained earnings for certain share-based awards to additional
paid-in capital. In a share-based payment arrangement, employees may receive
dividends or dividend equivalents on awards of non-vested equity shares,
non-vested equity share units during the vesting period, and share options until
the exercise date. Generally, the payment of such dividends can be treated as
deductible compensation for tax purposes. The amount of tax benefits recognized
in additional paid-in capital should be included in the pool of excess tax
benefits available to absorb tax deficiencies on share-based payment awards.
EITF-06-11 is effective for fiscal years beginning after December 15, 2007, and
interim periods within those years. The adoption of EITF Issue No. 06-11 did not
have a material impact on the Company's financial statements.

In December 2007, the FASB issued SFAC No 141(R), "Business Combinations." This
statement provides new accounting guidance and disclosure requirements for
business combinations. SFAS No 141(R) is effective for business combinations
which occur in the first fiscal year beginning on or after December 15, 2008.
The Company is currently assessing the effect of EITF Issue No. 07-1 on its
financial statements, but it is not expected to be material.

In December 2007, the FASB finalized the provisions of the Emerging Issues Task
Force (EITF) Issue No. 07-1, "Accounting for Collaborative Arrangements." This
EITF Issue provides guidance and requires financial statement disclosures for
collaborative arrangements. EITF Issue No. 07-1 is effect for financial
statements issued for fiscal years beginning after December15, 2008. The Company
is currently assessing the effect of EITF Issue No. 07-1 on its financial
statements, but it is not expected to be material.

                                       11
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

In March 2008, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 161, "Disclosures about
Derivative Instruments and Hedging Activities - an amendment of FASB Statement
No. 133" ("SFAS 161"), which modifies and expands the disclosure requirements
for derivative instruments and hedging activities. SFAS 161 requires that
objectives for using derivative instruments be disclosed in terms of underlying
risk and accounting designation and requires quantitative disclosures about fair
value amounts and gains and losses on derivative instruments. It also requires
disclosures about credit-related contingent features in derivative agreements.
SFAS 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. SFAS 161 encourages, but does not require, comparative disclosures
for earlier periods at initial adoption. The adoption of SFAS 161 is not
expected to have a material impact on our consolidated financial condition or
results of operations.

In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life
of Intangible Assets. FSP 142-3 amends the factors an entity should consider in
developing renewal or extension assumptions used in determining the useful life
of recognized intangible assets under SFAS 142, Goodwill and Other Intangible
Assets, and adds certain disclosures for an entity's accounting policy of the
treatment of the costs, period of extension, and total costs incurred. FSP 143-3
must be applied prospectively to intangible assets acquired after January 1,
2009. The Company is currently evaluating the impact that FSP 142-3 will have on
its financial position or results of operations.

In May 2008, the Financial Accounting Standards Board (the "FASB") issued FAS
No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("FAS
162"). This statement identifies the sources of accounting principles and the
framework for selecting the principles used in the preparation of financial
statements of nongovernmental entities that are presented in accordance with
GAAP. With the issuance of this statement, the FASB concluded that the GAAP
hierarchy should be directed toward the entity and not its auditor, and reside
in the accounting literature established by the FASB as opposed to the American
Institute of Certified Public Accountants (AICPA) Statement on Auditing
Standards No. 69, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles." This statement is effective 60 days following
the SEC's approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles." The adoption of FAS 162 is not expected to have
a material impact on the Company's results from operations or financial
position.

NOTE 3 - FAIR VALUE MEASUREMENTS

On January 1, 2008, the Company adopted SFAS No. 157 "Fair Value Measurements"
("SFAS 157"). SFAS 157 defines fair value, provides a consistent framework for
measuring fair value under Generally Accepted Accounting Principles and expands
fair value financial statement disclosure requirements. SFAS 157's valuation
techniques are based on observable and unobservable inputs. Observable inputs
reflect readily obtainable data from independent sources,

                                       12
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007


while unobservable inputs reflect our market assumptions. SFAS 157 classifies
these inputs into the following hierarchy:

         Level 1 Inputs- Quoted prices for identical instruments in active
         markets.
         Level 2 Inputs- Quoted prices for similar instruments in active
         markets; quoted prices for identical or similar instruments in markets
         that are not active; and model-derived valuations whose inputs are
         observable or whose significant value drivers are observable.
         Level 3 Inputs- Instruments with primarily unobservable value drivers.

The following table represents the fair value hierarchy for those financial
assets and liabilities measured at fair value on a recurring basis as of
September 30, 2008.
<TABLE><CAPTION>
                                       Level I       Level II       Level III        Total
                                     ----------     ----------     ----------     ----------
<S>                                  <C>            <C>            <C>            <C>
Convertible debentures               $     --       $1,574,100     $     --       $1,574,100
Notes payable and capital leases           --           90,344           --           90,344
Notes payable to related parties           --          366,107           --          366,107
Derivative liabilities                     --        1,502,609           --        1,502,609
Warrant liabilities                        --           75,450           --           75,450
                                     ----------     ----------     ----------     ----------
Total Liabilities                    $     --       $3,608,610     $     --       $3,608,610
                                     ==========     ==========     ==========     ==========
</TABLE>

NOTE 4 - NOTES RECEIVABLE

In January 2005, the Company purchased $328,695 of Voyager One, Inc. convertible
debentures from YA Global (f/k/a Cornell Capital Partners). 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. In May 2007
the Company assigned all of its rights to the Voyager securities to THI, Inc.
During the nine months ended September 30, 2008, THI, Inc. paid down the balance
of the promissory note in the amount of $67,379, which included accrued interest
of $4,349.

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. At December 31, 2007, the
Company determined that value of the debenture was


                                       13
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

significantly impaired and the entire debenture, including the accrued interest
income for 2007 and 2006, were written down to zero as a provision for doubtful
accounts. On September 15, 2008, the Board of Directors authorized the Company
to assign to Mr. Mahoney and Mr. Meller the Note in consideration for their
agreement to reduce their accrued compensation by $500 each.

NOTE 5 - INTANGIBLE ASSETS

The acquisition of the client lists of Wolen Katz and AMP-Best Consulting in
2006 is currently valued at $150,953, which is net of accumulated amortization
of $442,278. These intangible assets are being amortized over a three-year
period. The amortization expense for the nine months ended September 30, 2008 is
$147,728.

Management reviewed these intangible assets for impairment at September 30, 2008
and December 31, 2007 and has determined that no further write-down for
impairment is required.

SWK Technologies capitalizes ongoing development costs of their MAPADOC product.
At September 30, 2008, intangible assets totaled $14,669 net of accumulated
amortization of $16,656. This is included in deposits and other assets on the
balance sheet.

NOTE 6 - GOING CONCERN

The accompanying condensed 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 and current liabilities exceeded
current assets by approximately $6.0 million, as of September 30, 2008. 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 condensed 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 7 - NOTES PAYABLE

During the nine months ended September 30, 2008, SWK Technologies, Inc. drew
down $290,000 and repaid $325,000 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% (6.00% at September 30,

                                       14
<PAGE>

2008) 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, 2008, the aggregate balance
of the line of credit is $0. Interest payments during the nine months ending
September 30, 2008 were $2,875.

NOTE 8 - CONVERTIBLE DEBENTURES PAYABLE

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 a subscription agreement. During the nine months
September 30, 2008, no additional payments have been made. Total outstanding
principal balance of the convertible debentures at September 30, 2008 as
$15,000, plus accrued interest of $5,246. The notes were due March 25, 2005. In
the event of default and/or on non-performance pursuant to the Securities
Purchase Agreement, Registration Rights Agreement, this Convertible Debenture,
the Escrow Agreement, or the Transfer Agent Agreement, this Convertible
Debenture shall be immediately due and payable and repayment shall be guaranteed
pursuant to the Guaranty Agreement dated January 27, 2003.

On December 30, 2005, the Company entered into a Securities Purchase Agreement
with Cornell Capital Partners, LP ("Cornell"). Pursuant to such purchase
agreement, Cornell 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

                                       15
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

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.

During the nine months ended September 30, 2008, the Company issued 986,111,111
shares of Class A common stock for repayment of $102,500 of principal on the
convertible debenture held by YA Global Investments, f/k/a Cornell Capital
Partners. The aggregate principal value of the debentures at September 30, 2008
is $1,559,100. Debt discount has been fully amortized. 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.

As of September 30, 2008, the Company is in default on all of the debentures and
is currently in negotiations with YA Global to cure the default.

NOTE 9 - DERIVATIVE LIABILITY

In accordance with SFAS 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES" and EITF 00-19, "ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS
INDEXED TO, AND POTENTIALLY SETTLED IN, A COMPANY'S OWN STOCK," the conversion
feature associated with the Cornell Secured Convertible Debentures represents
embedded derivatives. As such, the Company had recognized embedded derivatives
in the amount of $1,946,936 as a liability in the accompanying condensed
consolidated balance sheet, and it is now measured at its estimated fair value
of $213,935. In addition the Company issued 4 million warrants which were valued
at $75,450 and are not subject to revaluation. These warrants are included in
the condensed consolidated balance sheets as warrant liability. The estimated
fair value of the embedded derivative has been calculated based on a
Black-Scholes pricing model using the following assumptions:

                  Fair market value of stock     $0.000125
                  Exercise price                 $0.000113
                  Dividend yield                     0.00%
                  Risk free interest rate            4.00%
                  Expected volatility              166.79%
                  Expected life                   3 Years

NOTE 10 - DUE TO RELATED PARTIES

Pursuant to the Spin-off from iVoice, the Company has assumed a promissory note
totaling $250,000 payable to Jerome Mahoney, President and Chief Executive
Officer of iVoice and Non- Executive Chairman of the Board of Trey Resources. At
September 30, 2008 the principal on this note was $89,125 and accrued interest
was $72,972. This is included in notes payable to related parties on the balance
sheet.

Pursuant to the employment contract dated January 1, 2003 between the Company
and Jerome

                                       16
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

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, 2008, 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 $925,585.

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, 2008, representing unpaid salary, unpaid expense and
auto allowances, and the one-time payment in connection with the Spin-off,
totaled $708,804.

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, VP - MAPADOC EDI Service of SWK Technologies, Inc., our
wholly owned subsidiary. 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, 2008, the outstanding
balance to Mr. Berman was $4,259. This is included in notes payable to related
parties on the balance sheet.

In connection with the acquisition of SWK, Inc, the Company assumed a note
payable to Lynn Berman, President of SWK Technologies, Inc., our wholly owned
subsidiary. 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, 2008, the outstanding
balance to Ms. Berman was $4,260. This is included in notes payable to related
parties on the balance sheet.

                                       17
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

Pursuant to the asset purchase agreement with AMP-Best, SWK Technologies, Inc.
issued a $380,000 promissory note to Crandall Melvin III, former officer of
AMP-Best and current Chief Financial Officer of SWK Technologies, Inc. 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, 2008, the principal
balance on the note is $268,463. This is included in notes payable to related
parties on the balance sheet.

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 right 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, 2008, no shares were issued or outstanding.


CLASS A COMMON STOCK

Class A Common Stock consists of the following as of September 30, 2008:
10,000,000,000 shares of authorized common stock with a par value of $.00001,
3,745,473,533 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, 2008, the company had the following
transactions in its Class A common stock:

>>     The Company issued 986,111,111 shares of Class A common stock with a
       total value of $145,584 for conversion of $102,500 of principal on
       convertible debentures with YA Global Investments, f/k/a Cornell Capital
       Partners.

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, 2008, no shares were issued
and outstanding; Class B common

                                       18
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

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 vote for
every 1,000 shares with respect to Class A Common Stock. As of September 30,
2008, no shares were issued or outstanding.


                                       19
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

Readers should read the following discussion in conjunction with our condensed
consolidated financial statements and related notes included elsewhere in this
filing as well as our audited consolidated financial statements and related
notes for the year ending December 31, 2007 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 financial statements

OVERVIEW
--------

With the acquisition of SWK in 2004, 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, along with network
services provided by the Company.

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, 2008 COMPARED TO NINE MONTHS ENDING SEPTEMBER
------------------------------------------------------------------------------
30, 2007
--------

Since the acquisition of SWK, Inc., on June 2, 2004, all revenues reported by
Trey are derived from the sales and service of Sage Software and MAPADOC
products to various end users, manufacturers, wholesalers and distribution
industry clients located throughout the United States, along with network
services provided by the Company.

Revenues for the nine-month period ended September 30, 2008 were $5,711,263 as
compared to sales of $5,562,447 for the nine-month period ending September 30,
2007, an increase of $148,816 (2.7%). These sales were all generated by the
Company's operating subsidiary, SWK

                                       20
<PAGE>

Technologies ("SWKT"). This increase is primarily due to increased focus by
management on marketing and sales across all its product lines.

The gross profit for the nine months ended September 30, 2008 of $2,009,849,
which is 35.2% of sales, increased $26,883 (1.4%) when compared to the nine
months ended September 30, 2007, which totaled $1,982,966, which is 35.7% of
sales. The mix of products being sold by the company changes from time to time,
and sometimes causes the overall gross margin percentage to vary. Sales of the
larger Sage Software products carries lower gross margin percentage as the
relative discount percentage from the supplier decreases. There was no
significant variation in the gross margin percentage for the nine months ended
September 30, 2008 as compared to the nine months ended September 30, 2007.

Total operating expenses were $2,363,696 for the nine months ended September 30,
2008, a decrease of $212,653 (8.3%) as compared to $2,576,349 for the nine
months ended September 30, 2007. This decrease is attributed to management's
efforts to reduce expenses in all areas.

Total other income (expense) for the nine months ended September 30, 2008 was an
expense of $1,515,850 as compared to an expense of $618,030 for the nine months
ended September 30, 2007, an increase of $897,820. The increase in other
expenses primarily reflects an increase in loss on revaluation of derivatives of
$1,691,087 offset partially by lower amortization of discount on debt conversion
of $656,708.

Net loss for the nine months ended September 30, 2008 was $1,869,687 as compared
to net loss of $1,211,426 for the nine months ended September 30, 2007. The
change in net loss of was the result of the factors discussed above.

THREE MONTHS ENDING SEPTEMBER 30, 2008 COMPARED TO THREE MONTHS ENDING SEPTEMBER
--------------------------------------------------------------------------------
30, 2007
--------

Revenues for the three-month period ended September 30, 2008 were $1,833,669 as
compared to sales of $1,648,227 for the three-month period ending September 30,
2007, an increase of $185,442 (11.3%). This increase is primarily due to
increased management focus on closing new deals.

The gross profit for the three months ended September 30, 2008 of $594,003,
which is 32.4% of sales, decreased $49,709 (7.7%) when compared three months
ended September 30, 2007, which totaled $643,712, or 39.0% of sales. Small
variations in the gross profit % percentage can be expected from time to time
based on the configuration of the installations. As an example, 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 $740,837 for the three months ended September 30,
2008, a decrease of $64,250 (8.0%) over the three month period ending September
30, 2007, which totaled $805,087. This decrease is attributed to management's
efforts to reduce expenses in all areas.

                                       21
<PAGE>

Total other income (expense) for the three months ended September 30, 2008 was
income of $20,724, an increase of $162,516 over the expense of $141,792 for the
three months ended September 30, 2007. The increase in other income primarily
reflects the lower amortization of discount on debt conversion of $243,367.

Net loss for the three months period ended September 30, 2008 was $126,110 as
compared to net loss of $303,167 for the three months ended September 30, 2007.
The change in net loss of was the result of the factors discussed above.


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

We are currently seeking additional operating income opportunities through
potential acquisitions or investments. 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. The current cash provided by
operations have been positive and while we believe that we have capital
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.

On December 30, 2005, the Company entered into a Securities Purchase Agreement
with Cornell Capital Partners, LP (n/k/a/ YA Global Investments "YA Global").
Pursuant to such purchase agreement, YA Global purchased $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
were 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, 2008 is $1,559,100 for
principal and $399,898 for interest. As of September 30, 2008, the Company is in
default of all the YA Global debentures and is currently in negotiations with YA
Global to cure the default.

During the nine-month period ending September 30, 2008, SWK Technologies, Inc.
drew down

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<PAGE>

$290,000 and repaid $325,000 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, 2008, the outstanding balance
payable to Fleet totaled $0 and there remains $250,000 of borrowing
availability.

During the nine months ended September 30, 2008, Trey had a net increase in cash
of $122,297. Trey's principal sources and uses of funds were as follows:

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES. Trey had cash provided by
operating activities of $359,645 for the nine months ended September 30, 2008,
an increase of $498,756 as compared to cash used for operating activities of
$139,111 for the nine months ended September 30, 2007. This increase in
primarily attributed to the increase in accounts payable and accrued expenses.
Management has been keeping tight control on the cash and expenses and has been
leveraging their funding needs through related party accounts.

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES. Investing activities for the
nine months ended September 30, 2008 provided cash of $56,124 from cash
redemptions of the notes receivable offset partially by purchases of property
and equipment. For the nine months ended September 30, 2007, the Company used
$32,246 in investing activities from net proceeds of $201,911 from the sales of
securities offset by $90,824 was used to purchase of equipment and $136,333 for
software development costs.

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES. Financing activities in the
nine months ended September 30, 2008 used a total of $293,472 in cash as
compared to providing $121,020 of cash for the nine months ended September 30,
2007. This decline in cash used in financing activities is the result of lower
proceeds from notes payable, convertible debentures and capital leases of
$340,000.

OFF BALANCE SHEET ARRANGEMENTS
------------------------------

During the nine months ended September 30, 2008, we did not engage in any
material off-balance sheet activities nor have any relationships or arrangements
with unconsolidated entities established for the purpose of facilitating
off-balance sheet arrangements or other contractually narrow or limited
purposes. Further, we have not guaranteed any obligations of unconsolidated
entities nor do we have any commitment or intent to provide additional funding
to any such entities.

FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS
-----------------------------------------------

Certain information included in this Form 10-Q 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

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<PAGE>

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 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.


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<PAGE>

ITEM 4(T). CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

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) or 15d-15(e) promulgated by the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) as of the end of the period covered by this Quarterly Report on Form
10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer of the Company had concluded that the Company's disclosure controls and
procedures as of the period covered by this Quarterly Report on Form 10-Q were
not effective for the following reasons:

         a) The deficiency was identified as the Company's limited segregation
of duties amongst the Company's employees with respect to the Company's control
activities. This deficiency is the result of the Company's limited number of
employees. This deficiency may affect management's ability to determine if
errors or inappropriate actions have taken place. Management is required to
apply its judgment in evaluating the cost-benefit relationship of possible
changes in our disclosure controls and procedures.

         b) The deficiency was identified in respect to the Company's Board of
Directors. This deficiency is the result of the Company's limited number of
external board members. This deficiency may give the impression to the investors
that the board is not independent from management. Management and the Board of
Directors are required to apply their judgment in evaluating the cost-benefit
relationship of possible changes in the organization of the Board of Directors.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

Management of the Company has also evaluated, with the participation of the
Chief Executive Officer of the Company, any change in the Company's internal
control over financial reporting that occurred during the period covered by this
Quarterly Report on Form 10-Q and determined that there was no change in the
Company's internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.



                                       25
<PAGE>

PART II - OTHER INFORMATION

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

As of September 30, 2008, the Company was in default of all of the Secured
Convertible Debentures held by YA Global Investments LP. As of September 30,
2008, the total principal amount due on these debentures was $1,559,100 and the
total accrued interest was $399,898. As of the date of this filing, management
is currently in negotiations with holder of these debentures to cure the
default.


ITEM 5. OTHER INFORMATION

(b)      The Company does not have a standing nominating committee or a
         committee performing similar functions as the Company's Board of
         Directors consists of only two members and therefore there would be no
         benefit in having a separate nominating committee that would consist of
         the same number of members as the full board of directors. Both members
         of the Board of Directors participate in the consideration of director
         nominees.


ITEM 6. EXHIBITS

31.1     Rule 13a-14(a)/15d-14(a) Certifications.

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.




                                       26
<PAGE>

                                   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-Q to be
signed on its behalf by the undersigned thereunto duly authorized.


Trey Resources, Inc.

By: /s/ Mark Meller                                   Date:   November 19, 2008
    --------------------
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 19, 2008
    --------------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer



                                       27
<PAGE>

                                INDEX OF EXHIBITS

31.1     Rule 13a-14(a)/15d-14(a) Certifications.

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.



















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