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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


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

     FOR THE QUARTERLY PERIOD ENDED JUNE 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
                                                                STOCK, $.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 large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large Accelerated Filer [_]   Accelerated Filer [_]    Non-Accelerated Filer [X]

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
August 17, 2007:         861,351,079

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



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


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

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

         Balance Sheet - June 30, 2007                                    2 - 3

         Statements of Operations - For the six months and three
         months ended June 30, 2007 and 2006                              4

         Statements of Cash Flows - For the six months ended
         June 30, 2007 and 2006                                           5 - 6

         Notes to Condensed Consolidated Financial Statements             8 - 22


Item 2.  Management's Discussion and Analysis or Plan of Operation       23 - 28

Item 3.  Controls and Procedures                                         29

Item 3A(T). Controls and Procedures                                      30


PART II. OTHER INFORMATION

ITEM 5.  Other Information.                                              30

Item 6.  Exhibits                                                        30

Index of Exhibits                                                        32





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



<TABLE><CAPTION>
<S>                                                                        <C>
                                     ASSETS
                                     ------

CURRENT ASSETS
Cash and cash equivalents                                                  $    334,833
Accounts receivable, net of allowance for doubtful accounts of $42,036          890,169
Inventory                                                                        43,132
Prepaid expenses and other current assets                                       129,623
                                                                           ------------
       Total current assets                                                   1,397,757
                                                                           ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $160,988             267,746

OTHER ASSETS
Intangible assets, net of accumulated amortization of $196,326                  396,155
Notes and convertible debenture receivable                                      162,887
Deposits and other assets                                                        35,486
                                                                           ------------
       Total other assets                                                       594,528
                                                                           ------------

TOTAL ASSETS                                                               $  2,260,031
                                                                           ============



                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT LIABILITIES
Accounts payable and accrued expenses                                      $  1,509,138
Due to related parties                                                        1,364,063
Deferred revenue                                                                131,361
Current portion of convertible debentures payable, net of discounts           1,360,402
Current portion of notes payable and capital leases                             205,631
Current portion of derivative liability                                         783,140
Warrant liability                                                                75,450
Notes payable to related parties                                                460,509
                                                                           ------------
                                                                              5,889,694
                                                                           ------------

LONG TERM DEBT
Convertible debentures payable, net of discounts, net of current portion        104,018
Derivative liability, net of current portion                                    160,455
Notes payable and capital leases - non-current                                   52,041
                                                                           ------------
       Total long term liabilities                                              316,514
                                                                           ------------

TOTAL LIABILITIES                                                          $  6,206,208
                                                                           ============

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)
                                  JUNE 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;
     606,658,759 shares issued and outstanding                                    6,067
  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                                                    4,513,587
Additional paid in capital - warrants                                           246,034
Accumulated deficit                                                          (8,711,865)
                                                                           ------------
         Total stockholders' deficit                                         (3,946,177)
                                                                           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                $  2,260,031
                                                                           ============
</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 Six Months Ended       For the Three Months Ended
                                                               June 30,                        June 30,
                                                     ----------------------------    ----------------------------
                                                         2007            2006            2007            2006
                                                     ------------    ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>             <C>
SALES, net                                           $  3,914,219    $  2,907,706    $  1,795,861    $  1,568,772

COST OF SALES                                           2,574,966       1,820,538       1,255,512         997,995
                                                     ------------    ------------    ------------    ------------
GROSS PROFIT                                            1,339,253       1,087,168         540,349         570,777
                                                     ------------    ------------    ------------    ------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    Selling expenses                                      606,218         667,216         295,740         365,299
    General and administrative expenses                 1,013,660         964,055         566,249         511,898
    Depreciation and amortization                         151,384          29,863          73,392          14,999
                                                     ------------    ------------    ------------    ------------
Total selling, general and administrative expenses      1,771,262       1,661,134         935,381         892,196
                                                     ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                                     (432,009)       (573,966)       (395,032)       (321,419)
                                                     ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSE)
    Gain on revaluation of derivatives                    198,114         396,648          43,443         123,706
    Amortization of discount on debt conversion          (486,734)       (538,747)       (243,367)       (284,129)
    Gain on sales of securities available for sale         71,413          26,411          15,750          14,344
    Write-off of financing costs                               --         (60,000)             --         (60,000)
    Other income (expense)                               (136,881)        (91,835)        (72,446)        (63,159)
    Interest expense                                     (122,163)        (88,960)        (65,015)        (48,242)
                                                     ------------    ------------    ------------    ------------
Total other income (expense)                             (476,250)       (356,483)       (321,634)       (317,480)
                                                     ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS BEFORE INCOME TAXES                 (908,259)       (930,449)       (716,666)       (638,899)

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

NET LOSS APPLICABLE TO COMMON SHARES                 $   (908,259)   $   (930,449)   $   (716,666)   $   (638,899)
                                                     ============    ============    ============    ============
NET LOSS PER COMMON SHARE
    Basic and Diluted                                $      (0.00)   $      (0.00)   $      (0.00)   $      (0.00)
                                                     ============    ============    ============    ============
WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic and Diluted                                 311,194,545     132,833,598     419,338,676     141,736,928
                                                     ============    ============    ============    ============
</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 Six months
                                                                                 Ended June 30,
                                                                          ----------------------------
                                                                              2007            2006
                                                                          ------------    ------------
<S>                                                                       <C>             <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
   Net loss                                                               $   (908,259)   $   (930,449)
   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)        (26,411)
   Gain on revaluation of derivatives                                         (198,114)       (396,648)
   Depreciation and amortization                                                52,638          26,670
   Amortization of other intangibles                                            98,746           3,193
   Amortization of debt discounts                                              486,734         413,341
      Common stock issued for debt conversion discount                         146,996         125,406
      Common stock issued for services and compensation                        128,505          60,000
      Deferred interest income on convertible debentures                        (2,109)         (7,977)
      Write off of debt issue costs                                                 --          60,000
   Changes in certain assets and liabilities:
      Accounts receivable                                                      (91,364)       (160,899)
      Inventory                                                                  8,162          13,206
      Prepaid expenses and other assets                                        (30,104)        (33,437)
      Accounts payable and accrued liabilities                                   6,547         279,708
      Deferred revenue                                                          21,710          27,077
      Related party accounts                                                    52,548         (71,309)
                                                                          ------------    ------------
Total cash used in operating activities                                       (299,027)       (618,529)
                                                                          ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                          (55,435)        (49,797)
   Net proceeds of sale of securities available for sale                       201,911          22,569
   Business acquisition costs                                                       --         (97,000)
   Purchase of intangible assets                                                (7,000)             --
                                                                          ------------    ------------
Total cash provided by (used in) financing activities                          139,476        (124,228)
                                                                          ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from (repayment of) related party loans                             35,087        (118,854)
   Proceeds from notes payable, capital leases & convertible debentures        110,000         651,503
   Repayment of notes payable, capital leases & convertible debentures         (24,153)       (250,471)
                                                                          ------------    ------------
Total cash provided by financing activities                                    120,934         282,178
                                                                          ------------    ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                      (38,617)       (460,579)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                373,450       1,016,993
                                                                          ------------    ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                 $    334,833    $    556,414
                                                                          ============    ============

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                       $     26,393    $     13,475
                                                                          ============    ============
   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 SIX MONTHS ENDED JUNE 30, 2007 AND 2006


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the six months ended June 30, 2007:
---------------------------------------

a)   Issued 47,380,000 shares of Class A common stock with a value of $45,528
     for a conversion of $22,764 for repayment of accrued salaries for two
     officers of the Company.

b)   Issued 173,029,411 shares of Class A Common Stock with a total value of
     $144,429 for conversion of $128,500 of principal on outstanding debentures
     with Cornell Capital Partners, LP.

c)   Issued 47,380,000 shares of Class A common stock with a value of $46,514
     for compensation and bonuses to employees of SWK Technologies, Inc.

d)   Issued 44,198,360 shares of Class A common stock with a value of $40,756
     for conversion of $20,378 of debt for legal services.

e)   Issued 50,000,000 shares of Class A common stock with a value of $36,000
     for a conversion of $18,000 for repayment of note payable for an officer of
     the Company.

For the six months ended June 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 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 14,112,208 shares of Class A common stock with a value of $155,622
     for repayment of $64,917 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 4,800,000 shares of Class A common stock with a value of $60,000 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 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:

                                        6
<PAGE>



     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)
                             JUNE 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 June
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)
                             JUNE 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-six 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 six months ended June 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.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
---------------------------
The accompanying condensed consolidated financial statements include the
accounts of the

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


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 June 30, 2007 of $200,985. 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 June 30, 2007 of $103,731.

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. 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)
                             JUNE 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. Payment for
professional services is 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.

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)
                             JUNE 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 six                       For the three
                                      Months ending June 30,             Months ending June 30,
                                 -------------------------------    -------------------------------
                                      2007             2006              2007             2006
                                 --------------   --------------    --------------   --------------
<S>                              <C>              <C>               <C>              <C>
Net loss from operations         $     (908,259)  $     (930,449)   $     (716,666)  $     (638,899)
                                 ==============   ==============    ==============   ==============

Basic and Diluted EPS Purposes      311,194,545      132,833,598       419,338,676      141,736,928
                                 ==============   ==============    ==============   ==============

Net loss per common share from
continuing operations            $         0.00   $        (0.00)   $        (0.00)  $        (0.00)
                                 ==============   ==============    ==============   ==============
</TABLE>

The Company had common stock equivalents of 7,075,000 at June 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 June 30, 2007 include the recognition of the derivative
liability on the underlying securities issuable upon conversion of the Cornell
Convertible Debentures.

Comprehensive Income
--------------------
SFAS No. 130, "Reporting Comprehensive Income", establishes standards for the
reporting and display of comprehensive income and its components in the
financial statements. The items of other comprehensive income that are typically
required to be displayed are foreign currency items, minimum pension liability
adjustments, and unrealized gains and losses on certain investments indebt and
equity securities. As of June 30, 2005, the Company has several items that
represented comprehensive income, and thus, have included a statement of
comprehensive income. As of December 31, 2005, the Company recaptured its
unrealized loss on securities available for sale.

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


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, 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

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


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 June 30, 2007, the intangible assets totaled $31,151 net of accumulated
amortization of $13,528.


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 $4.5 million, as of June 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 June 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 Cornell Capital Partners. The debentures, which bear interest at
the rate of 5% per annum,


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


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 six months ending June 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 June 30, 2007, the
aggregate value of the note receivable plus accrued interest income is $162,887.


NOTE 6 - NOTES PAYABLE

In January 2005, the Company issued the sixth promissory note payable to Cornell
Capital Partners, LP for $1,150,000 for advances on the equity-line financing
agreement entered into with Cornell 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 Cornell Capital
Partners, LP for $200,000 for advances on the equity-line financing agreement
entered into with Cornell 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 six months ended June 30, 2007, SWK Technologies, Inc. repaid $28,000
and borrowed and additional $110,000 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 June 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
June 30, 2007, the aggregate balance of the line of credit is $110,000. Interest
payments during the six months ending June 30, 2007 were $867.

On December 30, 2005, the various promissory notes payable to Cornell Capital
Partners, LP 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 Cornell Capital Partners, LP. as discussed in
Note 7.

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


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 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 six months ended June 30, 2007,
no additional payments have been made. Total outstanding principal balance of
the convertible debentures at June 30, 2007 was $15,000, plus accrued interest
of $4,295.

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


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


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 June 30, 2007, the
Company issued 54,831,249 shares of Class A common stock for repayment of
$166,000 of principal on the convertible debenture held by Cornell Capital
Partners, LP.

The aggregate principal value of the Cornell debentures is $2,009,547. This
amount is shown net of the unamortized portion of the discount on conversion of
$560,127. 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.


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 June 30, 2007, the deferred tax assets consist of the following:

     Deferred tax assets                          $ 2,821,000
     Less: Valuation allowance                     (2,821,000)
                                                  -----------
     Net deferred tax assets                      $        --
                                                  ===========

At June 30, 2007, the Company had a federal net operating loss carry forward in
the approximate amounts of $6,298,000 available to offset future taxable income.
The Company established a valuation allowance equal to the full amount of the
deferred tax assets due to the uncertainty of the utilization of the operating
losses in future periods.

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


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 June 30, 2007 the
principal on this note was $103,000 and accrued interest was $62,304.

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

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


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 June 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 $821,215.

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 June 30, 2007, representing unpaid salary,
unpaid expense and auto allowances, and the one-time payment in connection with
the Spin-off, totaled $542,847.

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 June 30, 2007, the
outstanding balance to Mr. Berman was $9,557.

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 June 30, 2007, the outstanding
balance to Ms. Berman was $9,557.

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 June 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 June 30, 2007, the principal balance on the note is
$338,395.

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


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 June 30, 2007, $15,000
     remained due on the principal and $4,295 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 Cornell
     Capital Partners, LP. Pursuant to terms of these agreements, Cornell shall
     purchase up to $2,009,547 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.

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


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


     date. As of June 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 June 30, 2007, the loan balance is $103,000 plus accrued
     interest of $62,304.


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 June 30, 2007, no shares were issued or outstanding.

CLASS A COMMON STOCK

Class A Common Stock consists of the following as of June 30, 2007:
10,000,000,000 shares of authorized common stock with a par value of $.00001,
606,658,759 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 six months ending June 30, 2007, the company had the following
transactions in its Class A common stock:

>>   The Company issued 173,029,411 shares of Class A common stock with a total
     value of $144,429 for conversion of $128,500 of principal on convertible
     debentures with Cornell Capital Partners, LP. The balance of $15,929
     represents discount on conversions of the principal.

>>   The Company issued 47,380,000 shares of Class A common stock with a value
     of $46,514 for compensation and bonuses to employees of SWK Technologies,
     Inc.

                                       21
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006


>>   The Company issued 47,380,000 shares of its Class A common stock with a
     total value of $45,528 to officers of the Company as repayment of accrued
     salaries. Of this amount, $22,764 was for repayment of salaries and $22,764
     represents discount on conversions.

>>   The Company issued 44,198,360 shares of Class A common stock with a total
     value of $40,756 for conversion of $20,378 of debt for legal services. Of
     this amount $20,378 represents discount on conversions.

>>   The Company issued 50,000,000 shares of Class A common stock with a value
     of $36,000 to an officer of the Company for repayment of a note payable. Of
     this amount $18,000 was for payment of principal and $18,000 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 June 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 June 30, 2007, no shares were issued or
outstanding.


NOTE 12 - SUBSEQUENT EVENTS

>>   During the months of July and August 2007, the Company issued 153,676,469
     shares of its Class A Common Stock to Cornell Capital Partners for $52,250
     repayment of principal on the convertible debentures payable.




                                       22
<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.

SIX MONTHS ENDING JUNE 30, 2007 COMPARED TO SIX MONTHS ENDING JUNE 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 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

                                       23
<PAGE>
Revenues for the six month period ended June 30, 2007 were $3,914,219 as
compared to sales of $2,907,706 for the six month period ending June 30, 2006,
an increase of $1,006,513. 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 six months ended June 30, 2007 of $1,339,253 represents
the gross profit of SWKT. As a percentage of sales, gross margin was 34.2% for
the six month period ending June 30, 2007. Gross profit for the six months ended
June 30, 2006 was $1,087,168, which was 37.3% of sales. Total gross profit
increased by $252,085 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 $1,771,262 for the six month period ending June
30, 2007, an increase of $110,128 over the six month period ending June 30,
2006, which totaled $1,661,134. The increase is primarily a result of SWKT
increased selling and marketing expenses primarily salaries and benefits.

Total other income (expense) for the six months ended June 30, 2007 was an
expense of $476,250, an increase of $119,767 in other expenses over the six
month period ending June 30, 2006. The increase in other expenses primarily
reflects a decrease on revaluation of derivatives of $198,534, an increase of
$45,002 on gain on sales of securities available for sale, an increase in
interest expense of $33,203 on outstanding convertible debentures, related party
loans, and trade leases and an increase in other expenses of $45,046. These
increases were offset primarily by a decrease of $52,013 in amortization of debt
conversion discounts.

Net loss for the six-month period ending June 30, 2007 was $908,259 as compared
to net loss of $930,449 for the six-month period ending June 30, 2006. The
decrease in net loss of $22,190 for the respective periods was a result of the
factors discussed above.

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

Revenues for the three month period ended June 30, 2007 were $1,795,861 as
compared to sales of $1,568,772 for the three month period ending June 30, 2006,
an increase of $227,089. 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 three months ended June 30, 2007 of $540,349 represents
the gross profit of SWKT. As a percentage of sales, gross margin was 30.1% for
the three-month period ending June 30, 2007. Gross profit for the three months
ended June 30, 2006 was $570,777, which was 36.4% of sales. Total gross profit
increased by $30,428 when compared to the prior year. The

                                       24
<PAGE>
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 $935,381 for the three-month period ending June
30, 2007, an increase of $43,185 over the three-month period ending June 30,
2006, which totaled $892,196. The increase is primarily a result of SWKT
increased selling and marketing expenses, primarily salaries and benefits.

Total other income (expense) for the three months ended June 30, 2007 was an
expense of $321,634, an increase of $4,154 in other expenses over the
three-month period ending June 30, 2006. The increase in other expenses
primarily reflects a decrease in gain on revaluation of derivatives of $80,263,
an increase in interest expense of $16,773 on outstanding convertible
debentures, related party loans, and trade leases and an increase in other
expenses of $9,287. These increases were offset primarily by a decrease of
$40,762 in amortization of debt conversion discounts and $60,000 decrease in
write-off financing costs.

Net loss for the three-month period ending June 30, 2007 was $716,666 as
compared to net loss of $638,899 for the three-month period ending June 30,
2006. The decrease in net loss of $77,767 for the respective periods was a
result of the factors discussed above.

EMPLOYEES
---------

As of June 30, 2007, we had approximately 38 full time employees and 3 part time
employees located in one office in New Jersey, two offices in New York and one
office in California. All but five of our current employees were formerly
employees of the companies that we acquired. Approximately nine of our employees
are engaged in sales and marketing activities and approximately twelve employees
are engaged in service fulfillment.

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.

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

                                       25
<PAGE>
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 Cornell debentures at June 30, 2007
is $2,253,778 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 June 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 undertaken an appraisal. The
aggregate balance of these obligations at June 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 June 30, 2007, the principle on this note was
$103,000 and accrued interest was $62,304. 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.

                                       26
<PAGE>
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 June 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 six month period ending June 30, 2007, SWK Technologies, Inc. repaid
$22,000 and drew down $110,000 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 June 30, 2007, the outstanding balance payable
to Fleet totaled $110,000.

During the six months ended June 30, 2007, Trey had a net decrease in cash of
$38,617. Trey's principal sources and uses of funds were as follows:

CASH USED BY OPERATING ACTIVITIES. Trey had cash used by operating activities of
$299,027 for the six months ended June 30, 2007, a decrease of $319,502 in cash
used as compared to cash used for operating activities of $618,529 in the six
months ended June 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 PROVIDED (USED) BY INVESTING ACTIVITIES. Investing activities for the six
months ended June 30, 2007 provided cash of $139,476. Of this amount, $55,435
was used for the purchase of equipment, $7,000 was used to purchase customer
lists and $201,911 was provided from net proceeds on the sales of securities.
For the six months ended June 30, 2006, the company used $124,228 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 six months
ended June 30, 2007 provided a total of $120,934 in cash. This total primarily
consisted of net proceeds from related party loans of $35,087 and notes payable,
capital leases and convertible debentures of and $110,000 of proceeds from its
line of credit offset by repayments of notes payable, capital leases and
convertible debentures of $24,153. Financing activities in the six months ended
June 30, 2006 resulted in the Company providing a total of $282,178 in cash.
This total primarily consisted of net proceeds from the issuance of notes
payable, capital leases and convertible debentures in the amount of $651,503
which were offset by repayments of related party loans of $118,854, repayments
of notes payable, capital leases and convertible debentures of $250,471.

                                       27
<PAGE>
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 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. For a discussion of material risks
and uncertainties that the Company faces, see the discussion in the Form 10-KSB
for the fiscal year ended December 31, 2006 entitled "Risk Factors".







                                       28
<PAGE>
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.

ITEM 3A(T). CONTROLS AND PROCEDURES.

An evaluation was performed under the supervision and with the participation of
management, including the Chief Executive Officer and the Chief Financial
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 June 30,
2007. Based on that evaluation, management, including the Chief Executive
Officer and Chief Financial 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.





                                       29
<PAGE>
                           PART II - OTHER INFORMATION


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 three members, one deemed an
               independent director, 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. All
               members of the Board of Directors participate in the
               consideration of director nominees.



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.












                                       30
<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-QSB to be
signed on its behalf by the undersigned thereunto duly authorized.


Trey Resources, Inc.


By: /s/ Mark Meller                                      Date:   August 20, 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:   August 20, 2007
    -----------------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer













                                       31
<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.



























                                       32