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

                       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 September 30, 2006

                                       OR

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

          For the transition period from ____________ to ____________

                        Commission file number: 000-50302

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

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]

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

Number of shares of Class A, common stock,
par value $.00001, outstanding as of November 10, 2006: 154,514,126
================================================================================
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

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


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

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

         Balance Sheet - September 30, 2006                                2-3

         Statements of Operations - For the nine months and
         three months ended September 30, 2006 and 2005                      4

         Statement of Accumulated Other Comprehensive Income (Loss) -
         For the nine months ended September 30, 2006 and 2005               5

         Statements of Cash Flows - For the nine months ended
         September 30, 2006 and 2005                                       6-8

         Notes to Condensed Consolidated Financial Statements             9-27

Item 2.  Management's Discussion and Analysis or Plan of Operation       28-34

Item 3.  Controls and Procedures                                            34

PART II. OTHER INFORMATION

Item 6.  Exhibits                                                           35


                                        1
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2006
<TABLE><CAPTION>
                                    ASSETS
                                    ------
<S>                                                                            <C>
CURRENT ASSETS
Cash and cash equivalents                                                      $    485,643
Securities available for sale                                                        69,308
Accounts receivable, net of allowance for doubtful accounts of $30,300              809,108
Inventory                                                                            45,474
Prepaid expenses and other current assets                                           128,092
                                                                               ------------
       Total current assets                                                       1,537,625
                                                                               ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $99,588                  296,909

OTHER ASSETS
Goodwill                                                                          1,286,421
Convertible debentures, net of allowance for doubtful accounts of $264,034          290,999
Deposits and other assets                                                            38,829
                                                                               ------------
       Total other assets                                                         1,616,249
                                                                               ------------

TOTAL ASSETS                                                                   $  3,450,783
                                                                               ============


                       LIABILITIES AND STOCKHOLDERS' DEFICIT
                       -------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses                                          $  1,380,710
Deferred revenue                                                                     94,612
Obligations under capital leases - current                                           52,755
Convertible debentures payable - current                                             15,000
Warrant liability                                                                     6,123
Notes payable to related parties - current                                          141,292
Notes payable                                                                       173,000
Due to related parties                                                            1,279,762
                                                                               ------------
         Total current liabilities                                                3,143,254
                                                                               ------------

LONG TERM DEBT
Convertible debentures payable, net of discounts of $1,290,228                    1,043,819
Derivative liability                                                              1,243,321
Notes payable to related parties - non-current                                      336,936
Obligations under capital leases - non-current                                      109,123
                                                                               ------------
          Total long term liabilities                                             2,733,199
                                                                               ------------

TOTAL LIABILITIES                                                                 5,876,453
                                                                               ------------
COMMITMENTS AND CONTINGENCIES
</TABLE>
          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.

                                       2
<PAGE>


                      TREY RESOURCES, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (CONTINUED)
                               SEPTEMBER 30, 2006

<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;
     154,514,126 shares issued and outstanding                                        1,545
  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                                                        3,984,896
Additional paid in capital - debt conversions and options                           108,036
Accumulated other comprehensive gain                                                 39,650
Accumulated deficit                                                              (6,559,797)
                                                                               ------------
         Total stockholders' deficit                                             (2,425,670)
                                                                               ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                    $  3,450,783
                                                                               ============
</TABLE>


























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

                                       3
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE><CAPTION>
                                                                 For the Nine months Ended          For the Three Months Ended
                                                                       September 30,                       September 30,
                                                              ------------------------------      ------------------------------
                                                                  2006              2005              2006              2005
                                                              ------------      ------------      ------------      ------------
<S>                                                           <C>               <C>               <C>               <C>
SALES, net                                                    $  4,695,655      $  3,104,035      $  1,787,949      $  1,139,094

COST OF SALES                                                    2,952,446         1,970,263         1,131,908           746,383
                                                              ------------      ------------      ------------      ------------

GROSS PROFIT                                                     1,743,209         1,133,772           656,041           392,711
                                                              ------------      ------------      ------------      ------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                               976,731           554,973           309,515           190,971
    General and administrative expenses                          1,500,151         1,410,645           536,096           537,461
    Depreciation and amortization                                   47,707            28,586            17,844             9,029
                                                              ------------      ------------      ------------      ------------
Total selling, general and administrative expenses               2,524,589         1,994,204           863,455           737,461
                                                              ------------      ------------      ------------      ------------

(LOSS) FROM OPERATIONS                                            (781,380)         (860,432)         (207,414)         (344,750)
                                                              ------------      ------------      ------------      ------------
OTHER INCOME (EXPENSE)
    Gain on revaluation of derivatives                             755,409              --             358,761              --
    Amortization of discount on debt conversion                   (793,454)         (285,695)         (254,707)         (113,576)
    Gain (loss) on sales of securities available for sale           71,578           (35,109)           45,167              --
    Write-off of financing costs                                   (60,000)         (133,805)             --             (20,000)
    Other income (expense), net                                   (130,321)           31,728           (38,486)           14,208
    Interest expense                                              (139,597)          (79,992)          (50,637)          (46,696)
                                                              ------------      ------------      ------------      ------------
Total other income (expense)                                      (296,385)         (502,873)           60,098          (166,064)
                                                              ------------      ------------      ------------      ------------

(LOSS) FROM OPERATIONS BEFORE
PROVISION FOR INCOME TAXES                                      (1,077,765)       (1,363,305)         (147,316)         (510,814)

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

NET (LOSS) APPLICABLE TO
COMMON SHARES                                                 $ (1,077,765)     $ (1,363,305)     $   (147,316)     $   (510,814)
                                                              ============      ============      ============      ============


NET (LOSS) PER COMMON SHARE
    Basic and diluted                                         $      (0.01)     $      (0.02)     $      (0.00)     $      (0.01)
                                                              ============      ============      ============      ============

WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic and diluted                                          138,947,549        60,262,726       150,976,083        66,178,395
                                                              ============      ============      ============      ============
</TABLE>


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

                                       4
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENT OF ACCUMULATED OTHER
                           COMPREHENSIVE INCOME (LOSS)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005


                                                              Comprehensive
                                                              Income (Loss)
                                                               ----------
Balance at January 1, 2005                                     $  (50,000)

Recapture unrealized loss on securities available for sale         50,000
                                                               ----------
Balance at September 30, 2005                                  $     --
                                                               ==========

Balance at January 1, 2006                                     $     --

Unrealized gain on securities available for sale                   39,650
                                                               ----------
Balance at September 30, 2006                                  $   39,650
                                                               ==========























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

                                       5
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE><CAPTION>
                                                                   For the nine months ended
                                                                Sept 30, 2006     Sept 30, 2005
                                                                 ------------      ------------
<S>                                                              <C>               <C>
CASH FLOW (USED IN) OPERATING ACTIVITIES
   Net (loss)                                                    $ (1,077,765)     $ (1,363,305)
   Adjustments to reconcile net (loss) to net cash (used in)
     operating activities, net of effects of acquisition
   Net loss (gain) on sale of securities available for sale           (71,578)           35,109
   (Gain) on revaluation of derivatives                              (755,409)             --
   Depreciation                                                        43,107            24,000
   Amortization of other intangibles                                    4,600             4,586
   Amortization of debt discounts                                     656,708              --
   Common stock issued for services and compensation                   81,000           155,342
   Common stock issued for debt conversion discount                   136,746           285,696
   Deferred interest income on convertible debentures                 (11,627)          (11,077)
   Accrued interest expense on notes payable                             --              50,946
   Accrued interest expense on debentures payable                        --                 515
   Write off of debt issue costs                                       60,000           133,805
   Changes in certain assets and liabilities:
      Accounts receivable                                            (408,081)         (232,986)
      Inventory                                                         5,201              --
        Prepaid expenses and other assets                               5,225           (79,462)
      Accounts payable and accrued liabilities                        348,071            50,221
      Deferred revenue                                                 70,858            11,955
      Related party accounts                                          (43,557)           76,691
                                                                 ------------      ------------
Total cash (used in) operating activities                            (956,501)         (857,964)
                                                                 ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                 (94,847)          (96,988)
   Business acquisition costs                                         (97,000)             --
   Net proceeds from sale of securities available for sale            106,462              --
   Purchase of convertible debentures                                    --            (328,695)
                                                                 ------------      ------------
Total cash (used in) financing activities                             (85,385)         (425,683)
                                                                 ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Repayment of related party loans                                   (90,639)           (6,786)
   Proceeds from notes payable & convertible debentures               803,000         1,361,195
   Repayment of notes payable & convertible debentures               (235,000)          (28,709)
   Proceeds of capital leases                                          60,835            27,344
   Repayment of capital leases                                        (27,660)          (16,884)
                                                                 ------------      ------------
Total cash provided by financing activities                           510,536         1,336,160
                                                                 ------------      ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                 (531,350)           52,513
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                     1,016,993           346,635
                                                                 ------------      ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                        $    485,643      $    399,148
                                                                 ============      ============

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                              $     20,652      $      9,223
                                                                 ============      ============
   Income taxes                                                  $    250,712      $       --
                                                                 ============      ============
</TABLE>

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

                                       6
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the nine months ended September 30, 2006:
---------------------------------------------

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

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

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

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

e)    Issued 6,900,000 shares of Class A common stock with a value of $81,000
      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:

      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                                        $      --
                                                   ===========









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

                                       7
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES (Continued)

For the nine months ended September 30, 2005:
---------------------------------------------

a)    Issued 25,556,400 shares of Class A Common Stock with a total value of
      $578,378 for repayment of principal on outstanding notes payable, issued
      as advances on the equity line financing with Cornell Capital Partners,
      LP.

b)    Issued 2,010,724 shares of Class A common stock valued at $75,000 pursuant
      to the employment agreement with A. Rudin.

c)    Issued 4,290,113 shares of Class A common stock with a total value of
      $84,738 for interest due on the equity line financing with Cornell Capital
      Partners, LP.

d)    Issued 11,662,792 shares of Class A common stock with a value of $317,902
      for repayment of accrued salaries for two officers of the Company.

e)    Issued 1,367,292 shares of Class A common stock with a value of $54,692
      for compensation and bonuses to employees of SWK Technologies, Inc.

f)    Issued 350,000 shares of Class A common stock with a value of $13,650 for
      marketing services.

g)    Issued 270,270 shares of Class A common stock with a value of $10,000 for
      a partial repayment of an obligation to a previous officer of iVoice, Inc.

h)    Issued 2,223,746 shares of Class A common stock with a value of $66,712
      for a partial repayment of an obligation to an unrelated party for legal
      services provided in a prior period.

i)    Issued 3,000,000 warrants for Class A common stock with a value of $87,000
      pursuant to the consulting agreement with Thornhill Capital LLC to advise
      and assist the Company in mergers, acquisitions and in developing an
      effective business strategy to increase shareholder value.

j)    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. The value of the exchanged securities
      was determined to be $64,891.




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

                                       8
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

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

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

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

                                       9
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

Basis of presentation
---------------------
The accompanying 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,
2005 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.

On June 2, 2006, Trey Resources' wholly-owned subsidiary, SWK Technologies,
Inc., executed an asset purchase agreement between and among AMP-Best
Consulting, Inc. ("AMP-Best"), a New York Corporation, Patrick Anson, Crandall
Melvin III and Michelle Paparo for acquisition of certain assets, the customer
list and business name of AMP-Best. Terms of the agreement provided for a cash
payment at closing of $85,000, issuance of a $380,000 promissory note to
Crandall Melvin III, the issuance of 6,000,000 shares of Trey Resource's Class A
Common Stock and employment agreements for Patrick Anson, Crandall Melvin III
and Michelle Paparo. Payments on the promissory note are to commence 120 days
after the closing for a term of 5 years.


                                       10
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

The result of operations for the nine months ended September 30, 2006 and 2005
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, 2005. 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 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 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 and cash equivalent balances in financial
institutions that are insured by the Federal Deposit Insurance Corporation up to
$100,000. The uninsured cash balances at September 30, 2006 were $300,003.

Revenue Recognition
-------------------
The Company recognizes revenues from consulting and support services as the
services are performed. 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).

                                       11
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

Accounts Receivables
--------------------
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. Payment for maintenance and support plan
renewals are due before the beginning of the maintenance period. Payment for
professional services are due 50% in advance and the balance on completion of
the services. The Company maintains a small provision for bad debts and reviews
the provision quarterly.

Inventory
---------
Inventory consists primarily of pre-packaged software programs that are held for
resale to customers. Cost is determined by specific identification tied back to
the purchase order from the software supplier.

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

                                       12
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

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.

Earnings (Loss) Per 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 (loss) 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. The Company had common stock equivalents of 7,075,000 at September 30,
2006 and 2005, respectively.

The shares used in the computations are as follows:

<TABLE><CAPTION>
                                            For the nine                      For the three
                                     Months ending September 30,       Months ending September 30,
                                    ----------------------------      ----------------------------
                                       2006              2005            2006              2005
                                    -----------       ----------      -----------       ----------
<S>                                 <C>               <C>             <C>               <C>
Basic and Diluted EPS Purposes      138,947,549       60,262,276      150,976,083       66,178,395
                                    ===========       ==========      ===========       ==========
</TABLE>

Derivative Liabilities
----------------------
During April 2003, the Financial Accounting Standards Board issued SFAS 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities."
SFAS 149 amends and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities under SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities." The statement requires that contracts with comparable
characteristics be accounted for similarly and clarifies when a derivative
contains a financing component that warrants special reporting in the statement
of cash flows. SFAS 149 is effective for contracts entered into or modified
after June 30, 2003, except in certain circumstances, and for hedging
relationships designated after June 30, 2003. The financial statements for the
nine months ended September 30, 2006 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 typically are
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 September 30, 2005, the Company recaptured its
unrealized loss on securities available for sale from the year ended December
30, 2004. As of September 30, 2006, the Company recorded $39,650 for unrealized
gains on Voyager One securities held for sale.

                                       13
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

Recent Accounting Pronouncements
--------------------------------
On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of SFAS
123R are effective for small business issuers as of the first interim period
that begins after December 15, 2005. Accordingly, the Company implemented the
revised standard in the fourth quarter of fiscal year 2005. For the nine months
ended September 30, 2006, FAS 126R did not have any impact on the financial
statements.

On December 16, 2004, FASB issued Financial Accounting Standards No. 153,
Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting
for Non-monetary Transactions ("FAS 153"). This statement amends APB Opinion 29
to eliminate the exception for non-monetary exchanges of similar productive
assets and replaces it with a general exception for exchanges of non-monetary
assets that do not have commercial substance. Under FAS 153, if a non-monetary
exchange of similar productive assets meets a commercial-substance criterion and
fair value is determinable, the transaction must be accounted for at fair value
resulting in recognition of any gain or loss. FAS153 is effective for
non-monetary transactions in fiscal periods that begin after June 15, 2005. The
implementation of this standard did not have a material impact on its financial
position, results of operations or cash flows.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections." SFAS No. 154 replaces Accounting Principles Board ("APB") Opinion
No. 20, "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements." SFAS No. 154 requires retrospective application
to prior periods' financial statements of a voluntary change in accounting
principle unless it is impracticable. APB No. 20 previously required that most
voluntary changes in accounting principle be recognized by including the
cumulative effect of changing to the new accounting principle in net income in
the period of the change. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 did not have a material impact on the Company's
financial position, results of operations, or cash flows for the nine months
ended September 30, 2006.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments, an amendment of FASB Statements No. 133 and 140." SFAS
No. 155 resolves issues addressed in SFAS No. 133 Implementation Issue No. D1,
"Application of Statement 133 to Beneficial Interests in Securitized Financial
Assets," and permits fair value remeasurement for any hybrid financial
instrument that contains an embedded derivative that otherwise would require
bifurcation, clarifies which interest-only strips and principal-only strips are
not subject to the requirements of SFAS No. 133, establishes a requirement to
evaluate interests in securitized financial assets to identify interests that
are freestanding derivatives or that are hybrid financial instruments that
contain an embedded derivative requiring bifurcation, clarifies that

                                       14
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

concentrations of credit risk in the form of subordination are not embedded
derivatives and amends SFAS No. 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument. SFAS No. 155 is effective for all financial instruments acquired or
issued after the beginning of the first fiscal year that begins after September
15, 2006. The Company is currently evaluating the effect the adoption of SFAS
No. 155 will have on its financial position, results of operations, and cash
flows.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140." SFAS No. 156 requires
an entity to recognize a servicing asset or liability each time it undertakes an
obligation to service a financial asset by entering into a servicing contract
under a transfer of the servicer's financial assets that meets the requirements
for sale accounting, a transfer of the servicer's financial assets to a
qualified special-purpose entity in a guaranteed mortgage securitization in
which the transferor retains all of the resulting securities and classifies them
as either available-for-sale or trading securities in accordance with SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities" and an
acquisition or assumption of an obligation to service a financial asset that
does not relate to financial assets of the servicer or its consolidated
affiliates. Additionally, SFAS No. 156 requires all separately recognized
servicing assets and servicing liabilities to be initially measured at fair
value, permits an entity to choose either the use of an amortization or fair
value method for subsequent measurements, permits at initial adoption a one-time
reclassification of available-for-sale securities to trading securities by
entities with recognized servicing rights and requires separate presentation of
servicing assets and liabilities subsequently measured at fair value and
additional disclosures for all separately recognized servicing assets and
liabilities. SFAS No. 156 is effective for transactions entered into after the
beginning of the first fiscal year that begins after September 15, 2006. The
Company is currently evaluating the effect the adoption of SFAS No. 156 will
have on its financial position, results of operations, and cash flows.

In September 2006, The Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurement" ("SFAS No. 157"). This standard provides guidance for using fair
value to measure assets and liabilities. SFAS No. 157 applies whenever other
standards require (or permit) assets or liabilities to be measured at fair value
but does not expand the use of fair value in any new circumstances. Prior to
SFAS No. 157, the methods for measuring fair value were diverse and
inconsistent, especially for items that are not actively traded. The standard
clarifies that for items that are not actively traded, such as certain kinds of
derivatives, fair value should reflect the price in a transaction with a market
participant, including an adjustment for risk, not just the company's
mark-to-model value. SFAS No. 157 also requires expanded disclosure of the
effect on earnings for items measured using unobservable data. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. The Company is
currently evaluating the impact of this statement on its financial statements
and expects to adopt SFAS No.157 on December 31, 2007.

                                       15
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans -- An Amendment of FASB
Statements No. 87, 88, 106, and 132R." This standard requires an employer to:
(a) recognize in its statement of financial position an asset for a plan's
overfunded status or a liability for a plan's underfunded status; (b) measure a
plan's assets and its obligations that determine its funded status as of the end
of the employer's fiscal year (with limited exceptions); and (c) recognize
changes in the funded status of a defined benefit postretirement plan in the
year in which the changes occur. Those changes will be reported in comprehensive
income. The requirement to recognize the funded status of a benefit plan and the
disclosure requirements are effective as of the end of the fiscal year ending
after December 15, 2006. The requirement to measure plan assets and benefit
obligations as of the date of the employer's fiscal year-end statement of
financial position is effective for fiscal years ending after December 15, 2008.
The adoption of FAS 158 is not anticipated to have a material impact on the
Company's financial position or results of operations.

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 BusinessWorks financial accounting software. As a result of the
acquisition, Business Tech Solutions Group, Inc.'s sole shareholder was issued,
in exchange for certain assets of Business Tech Solutions Group, Inc., 648,149
unregistered 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.

                                       16
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

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 Goodwill.

These acquisitions have been valued by the strength of the client lists, and as
such, have been reviewed for impairment at December 31, 2005. At December 31,
2005, management determined that the goodwill acquired in 2005 and prior periods
should be impaired by $361,100 based on the reduced repeat sales from the
clients. At September 30, 2006, management has determined that no further
write-down for impairment is required.

NOTE 4 - GOING CONCERN

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

The Company has suffered recurring losses, experiences a deficiency of cash flow
from operations, and current liabilities exceed current assets by approximately
$4 million as of September 30, 2006. These matters raise substantial doubt about
the Company's ability to continue as a going concern. The recoverability of a
major portion of the recorded asset amounts shown in the accompanying condensed
consolidated balance sheet is dependent upon continued operations of the
Company, which in turn, is dependent upon the Company's ability to raise capital
and/or generate positive cash flows from operations.

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

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

                                       17
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 5 - SECURITIES AVAILABLE FOR SALE

On August 10, 2006, the Company converted $35,000 of its Voyager Convertible
Debenture into 1 million shares of Voyager Class A common stock. During the
current period, the Company sold 390,000 of these shares and a balance of
610,000 shares remained at September 30, 2006. The market value of these shares
at September 30, 2006 was $61,000. The unrealized gain of $39,650 is recorded as
"Unrealized gain on securities available for sale" on the Consolidated Statement
of Accumulated Other Comprehensive Income (Loss).

NOTE 6 - CONVERTIBLE DEBENTURES RECEIVABLE

In November 2004, the Company sold certain intellectual property, representing
the software codes of the Automatic Reminder to Laser Energetics, Inc. (LEI), a
New Jersey based technology company. As part of the sale, the Company was issued
a convertible debenture in the amount of $250,000. The debenture, which bears
interest at the rate of 3% per annum, has a five year term, and is convertible
into shares of LEI Class A Common Stock at a rate equal to fifty percent (50%)
of the average closing bid price of the Class A Common Stock for the four
trading days immediately preceding the conversion date. The convertible
debenture is convertible at the holder's option. As of September 30, 2006, the
Company has determined that value of the debenture was significantly impaired
and the entire debenture, including the accrued interest income for 2005 and
2006, 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, have a three year term, and are convertible into
shares of Voyager One, Inc. Common Stock at a conversion price equal to the
lower of (i) 150% of the lowest initial bid price of the common stock as
submitted by a market maker and approved by the NASD or (ii) 50% of the lowest
closing bid price of the common stock for the five trading days immediately
preceding the conversion date. The convertible debentures are convertible at the
holder's option any time up to the maturity date. During the nine months ending
September 30, 2006, the company converted $53,000 of principal into 2,154,286
share of Class A Common Stock of Voyager One. Of this amount, 1,544,286 shares
were sold in the open market for a gain of $66,231. We also exercised a
conversion for $10,695 on August 15, 2006 that Voyager paid in cash for the net
proceeds of $16,802, for a realized gain of $5,347. At September 30, 2006, the
aggregate value of the debentures plus deferred interest income is $290,999. The
balance of the Voyager One Common Stock that is unsold, $21,350, is recorded as
Securities available for sale.


                                       18
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 7 -  INCOME TAXES

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

At September 30, 2006, deferred tax assets consist of the following:

          Deferred tax assets                     $  1,963,000
          Less: Valuation allowance                 (1,963,000)
                                                  ------------
          Net deferred tax assets                 $        -0-
                                                  ============

At September 30, 2006, the Company had a federal net operating loss carry
forward in the approximate amounts of $5,775,000 available to offset future
taxable income. The Company established valuation allowances equal to the full
amount of the deferred tax assets due to the uncertainty of the utilization of
the operating losses in future periods.

NOTE 8 - NOTES PAYABLE

In January 2005, the Company issued a 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. 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 in Note 9.

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. 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 in Note 9.

During the nine months ended September 30, 2006, SWK Technologies, Inc. drew an
additional $28,000 from its line of credit with Fleet National Bank, a Bank of
America company. The secured line of credit bears interest at prime plus 1%
(9.25% at September 30, 2006) per annum, which can change with the fluctuations
in the prime rate. Monthly payments of interest only in arrears shall be due and
payable on the 4th of each month and these have been paid. Principal shall be
due and payable on demand from Fleet National Bank. As of September 30, 2006,
the aggregate balance of the line of credit is $173,000. Interest payments
during the nine months ending September 30, 2006 were $7,951.

                                       19
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 9 - CONVERTIBLE DEBENTURES PAYABLE

In January 2003, the Company entered into subscription agreements 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.

Pursuant to the subscription agreements set forth above, on March 25, 2003, the
Company issued $40,000 in 5% convertible debentures 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 nine months ended September 30,
2006, no additional payments have been made on these outstanding convertible
debentures. Total outstanding principal balance of the convertible debentures at
September 30, 2006 was $15,000, plus accrued interest of $3,734.

On December 30, 2005, the Company entered into a Securities Purchase Agreement
with Cornell Capital Partners, LP ("Cornell"). Pursuant to such purchase
agreement, Cornell shall purchase up to $2,359,047 of secured convertible
debentures which shall be convertible into shares of the Company's Class A
common stock. Pursuant to the Securities Purchase Agreement, two Secured
Convertible Debentures were issued on December 30, 2005 for an aggregate of
$1,759,047. A portion of this financing was used to convert promissory notes and
accrued interest therefrom equal to $1,159,047 into new secured convertible
debentures and the balance was new financing in the form of secured convertible
debentures equal to $600,000 with interest payable at the rate of 7.5% per annum
to be issued and sold on the closing of this Securities Purchase Agreement and a
second secured convertible debenture equal to $600,000 with interest payable at
the rate of 7.5% per annum to be issued and sold two business days prior to the
filing of the registration statement that will register the common stock shares
issuable upon conversion of the secured convertible debentures. On May 2, 2006,
the second $600,000 was funded 2 business days prior to the date the
registration statement was filed with the United States Securities and Exchange
Commission.

Interest on the outstanding principal balance of the Secured Convertible
Debentures accrues at the annual rate of 7.5%. Payment of principal and accrued
interest shall be paid on or before December 30, 2007 on the 2005 debentures and
May 2, 2008 for the 2006 debenture. The Company has the option to redeem a
portion or all of the outstanding debentures at 120% of the amount redeemed plus
accrued interest. The holder shall be entitled to convert in whole or in part at
any time and from time to time, any amount of principal and accrued interest at
a price equal to

                                       20
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

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 nine months ended September 30, 2006, the Company issued 3,703,704
shares of Class A common stock for repayment of $25,000 of principal on the
convertible debenture held by Cornell Capital Partners, LP.

The aggregate principal value of the Cornell debentures is $2,334,047. This
amount is shown net of the unamortized portion of the discount on conversion of
$1,290,228. 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 10 - DERIVATIVE LIABILITY

In accordance with SFAS 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES" and EITF 00-19, "ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS
INDEXED TO, AND POTENTIALLY SETTLED IN, A COMPANY'S OWN STOCK", the conversion
feature associated with the Cornell Secured Convertible Debentures represents
embedded derivatives. As such, the Company had recognized embedded derivatives
in the amount of $1,946,936 as a liability in the accompanying condensed
consolidated balance sheet, and it is now measured at its estimated fair value
of $1,243,321. The estimated fair value of the embedded derivative has been
calculated based on a Black-Scholes pricing model using the following
assumptions:

         Fair market value of stock          $0.00750
         Exercise price                      $0.00675
         Dividend yield                         0.00%
         Risk free interest rate                4.00%
         Expected volatility                   99.69%
         Expected life                  1.25 to 1.58 Years

                                       21
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 11 - DUE TO RELATED PARTIES

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

Total amounts owed to Mr. Mahoney at September 30, 2006, representing unpaid
salary, unpaid expense and auto allowances and the one-time payment in
connection with the Spin-off totaled $764,550.

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. During the nine months
ending September 30, 2006, Mr. Meller received $125,000 cash payments and
$37,289 of the Company's Class A Common Stock as approved by the Board of
Directors as repayment of his accrued compensation.

Total amounts owed to Mr. Meller at September 30, 2006, representing unpaid
salary, unpaid expense and auto allowances, and the one-time payment in
connection with the Spin-off, totaled $515,212.

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.

                                       22
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 12 - NOTES PAYABLE 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. During the nine months
ending September 30, 2006, Mr. Mahoney received $125,000 cash payment and
$37,289 of the Company's Class A Common Stock, both of which were applied to the
principal of the loan. At September 30, 2006 the principal balance on this note
was $29,819 and accrued interest was $47,879.

In connection with the acquisition of SWK, Inc, the Company assumed a note
payable to Gary Berman, a former shareholder of SWK, Inc. and current
shareholder of Trey. On April 1, 2004, Mr. Berman loaned the company $25,000
pursuant to the Agreement and Plan of Merger and Reorganization among Trey, SWK
and SWK Technologies, Inc. The unsecured note bears interest at 5% per annum and
is payable in bi-weekly amounts of $217. At September 30, 2006, the outstanding
balance to Mr. Berman was $13,456.

In connection with the acquisition of SWK, Inc, the Company assumed a note
payable to Lynn Berman, a former shareholder of SWK, Inc. and current
shareholder of Trey. On April 1, 2004, Ms. Berman loaned the company $25,000
pursuant to the Agreement and Plan of Merger and Reorganization among Trey, SWK
and SWK Technologies, Inc. The unsecured note bears interest at 5% per annum and
is payable in bi-weekly amounts of $217. At September 30, 2006, the outstanding
balance to Ms. Berman was $13,456.

                                       23
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

In connection with the acquisition of Wolen Katz, the Company agreed to pay Ms.
Katz $12,000 payable in twelve (12) equal monthly installments commencing on the
90th day following the Closing Date. At September 30, 2006, the outstanding
balance to Ms. Katz was $8,000.

In connection with the acquisition of AMP-Best, the Company agreed to collect
some outstanding receivables and to pay some outstanding payables of the
previous company. At September 30, 2006, the outstanding balance due to the
previous owners of AMP-Best was $33,497.

Pursuant to the asset purchase agreement with AMP-Best, SWK Technologies, Inc.
issued a $380,000 promissory note to Crandall Melvin III. The note carries an
interest rate of 7.75% and is payable in 60 monthly payments, commencing 120
days from the closing. As of September 30, 2006, the principal balance on the
note is $380,000 and accrued interest is $9,816.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

o   On June 10, 2005, we consolidated our 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, we sublet 1,090 square feet of space in
    Clifton, NJ at a monthly rent of $1,998. Effective March 15, 2005, we
    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, we
    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, we entered
    into a two-year lease for office space at 6834 Buckley Road, North Syracuse,
    New York, at a monthly rent of $1,800. We use our facilities to house our
    corporate headquarters and operations and believe our 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 11 to the Financial Statements for information related to the
    employment agreements between Jerome Mahoney and Mark Meller.

o   The Company has entered into subscription agreements with certain purchasers
    for the sale of $140,000 in convertible debentures. The convertible
    debentures are convertible into Class A common stock at the discretion of
    the holders. During 2004, the Company issued 2,444,177 shares of Trey's
    Class A common stock for repayment of $125,000 of principal. As of September
    30, 2006, $15,000 remained due on the principal and $3,734 was due for
    accrued interest on these debentures.

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:

                                       24
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

    Kevin Whalen, a former officer of iVoice, is owed $74,000 in amounts due for
    unpaid salary from iVoice and is unrelated to the operations of Trey. A
    portion of this amount is convertible into Class A Common Stock of Trey
    calculated by dividing (x) the sum of the principal the obligee requests to
    be converted by (y) the average closing bid price of Class A Common Stock of
    Trey for the five (5) business days immediately preceding the conversion
    date. As of September 30, 2006, Mr. Whalen has received $4,500 in cash and
    $20,000 in Class A Common Stock leaving a balance due of $49,500.

o   On December 30, 2005, the Company entered an Investor Registration Rights
    Agreement with Cornell Capital Partners, LP. Pursuant to the terms of the
    agreement, the Company was to file a registration statement with the SEC
    within 60 calendar days and to use its best efforts to have the Initial
    Registration Statement declared effective by the SEC no later than 120
    calendar days after the date of the agreement. In the event of default of
    the registration rights agreement, the Company will pay liquidated damages,
    either in cash or shares of the Company's Common Stock, at 2% of the
    liquidated value of the Convertible Debentures outstanding for each thirty
    (30) day period after the Scheduled Filing Deadline or the Scheduled
    Effective Deadline as the case may be. Any Liquidated Damages payable
    hereunder shall not limit, prohibit or preclude the Investor from seeking
    any other remedy available to it under contract, at law or in equity. As of
    September 30, 2006, the Company has incurred $152,224 in Liquidated Damages
    and there is no maximum stipulated in the agreement.

NOTE 14 - CAPITAL STOCK

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

PREFERRED STOCK

Preferred Stock consists of 1,000,000 shares of authorized preferred stock with
$1.00 par value. As of September 30, 2006, no shares were issued or outstanding.

CLASS A COMMON STOCK

Class A Common Stock consists of the following as of September 30, 2006:
10,000,000,000 shares of authorized common stock with a par value of $.00001,
154,514,126 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.

                                       25
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

For the nine months ending September 30, 2006, the Company had the following
transactions in its Class A common stock:

>>  The Company issued 3,703,704 shares of Class A common stock with a total
    value of $40,741. Of this amount, $25,000 was for repayment of principal on
    the convertible debenture with Cornell Capital Partners, LP. The balance of
    $15,741 represents discount on conversions of the principal.

>>  The Company issued 4,347,826 shares of Class A common stock pursuant to the
    asset purchase agreement with Jodie Katz, valued at $40,000.

>>  The Company issued 6,000,000 shares of Class A common stock pursuant to the
    asset purchase agreement with Patrick J. Anson, Crandall Melvin III and
    Michelle Paparo, valued at $75,000.

>>  The Company issued 16,212,208 shares of its Class A common stock with a
    total value of $176,622 to officers of the Company as repayment of loans and
    accrued salaries. Of this amount, $74,577 was for repayment of principal and
    $102,045 represents discount on conversions.

>>  The Company issued 2,400,000 shares of Class A common stock with a total
    value of $30,000. Of this amount, $11,040 was for repayment legal services.
    The balance of $18,960 represents discount on conversions.

>>  The Company issued 6,900,000 shares of Class A common stock for compensation
    and bonuses to employees of SWK Technologies, Inc, valued at $81,000.

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. Each share of Class B stock has voting rights
equal to 100 Class A Common Stock shares. As of September 30, 2006, 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.

                                       26
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2006 AND 2005

CLASS C COMMON STOCK

Class C Common Stock consists of 20,000,000 shares of authorized common stock
with a par value of $0.00001. Class C stock has voting rights of 1,000 to 1 with
respect to Class A Common Stock. As of September 30, 2006, no shares were issued
or outstanding.

NOTE 15 - ACQUISITIONS AND MERGERS

On June 2, 2006, Trey Resources' wholly-owned subsidiary, SWK Technologies,
Inc., executed an asset purchase agreement between and among AMP-Best
Consulting, Inc. ("AMP-Best"), a New York Corporation, Patrick Anson, Crandall
Melvin III and Michelle Paparo for acquisition of certain assets, the customer
list and business name of AMP-Best. Terms of the agreement provided for a cash
payment at closing of $85,000, issuance of a $380,000 promissory note to
Crandall Melvin III, the issuance of 6,000,000 shares to Trey Resource's Class A
Common Stock, valued at $75,000, and employment agreements for Patrick Anson,
Crandall Melvin III and Michelle Paparo.

In addition, SWK Technologies assumed certain assets and liabilities of AMP-Best
with an aggregate value of $6,591. The aggregate amount of consideration paid at
the closing of $540,000 was reduced by the assets acquired and the balance of
$533,481 was recorded as Goodwill.

NOTE 16 - SUBSEQUENT EVENTS

>>  On October 10, 2006, the Company sent notice to Voyager One of its intent to
    convert $50,000 of principal on the Voyager One Debenture into 1,639,344
    shares of Class A Common Stock of Voyager One.







                                       27
<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 fiscal year ended December 31, 2005
filed with Form 10-KSB. The following discussion contains forward-looking
statements. Please see "Forward Looking Statements - Cautionary Factors" for a
discussion of uncertainties, risks and assumptions associated with these
statements

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

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

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

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

NINE MONTHS ENDING SEPTEMBER 30, 2006 COMPARED TO NINE MONTHS ENDING SEPTEMBER
------------------------------------------------------------------------------
30, 2005
--------

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

                                       28
<PAGE>

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

Revenues for the nine-month period ended September 30, 2006 were $4,695,655 as
compared to sales of $3,104,035 for the nine-month period ending September 30,
2005, an increase of $1,591,620, or 51.3%. These sales were all generated by the
Company's operating subsidiary, SWK Technologies ("SWKT"). SWKT sales increased
as the result of increased focus by management on marketing and sales across all
its product lines, as well as a contribution to sales from AMP-Best Consulting,
Inc, which SWKT acquired on June 2, 2006.

The gross profit for the nine months ended September 30, 2006 of $1,743,209
represents the gross profit of SWKT. As a percentage of sales, gross margin was
37.1% for the nine-month period ending September 30, 2006. Gross profit for the
nine months ended September 30, 2005 was $1,133,772, which was 36.5% of sales.
Total gross profit increased by $609,437 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 marginally increased. Sales of the larger
Sage Software products carries lower gross margin percentage as the relative
discount percentage from the supplier decreases, while consulting and network
services typically carry higher gross margins.

Total operating expenses were $2,524,589 for the nine-month period ending
September 30, 2006, an increase of $530,385 over the nine-month period ending
September 30, 2005, which totaled $1,994,204. The increase is primarily a result
of SWKT increased selling and marketing expenses for salaries and benefits as
management increased headcount necessary to increase sales and to support higher
sales volumes.

Total other income (expense) for the nine months ended September 30, 2006 were
an expense of $296,385, a decrease of $206,488 in other expenses over the
nine-month period ending September 30, 2005. The decrease in other expenses
primarily reflects the gain on the revaluation of derivatives of $755,409, an
increase $106,687 in the gain on sales of securities available for sale, and a
decrease in the write off of financing costs in the amount of $73,805. These
changes were offset by an increase of $59,605 in interest expense on outstanding
indebtedness, an increase of $507,759 in amortization of debt conversion
discounts and a decrease of $162,049 in other income, due to the write-off of
liquidated damages on the Cornell Investor Registration Rights Agreement.

Net loss for the nine-month period ending September 30, 2006 was $1,077,765 as
compared to net loss of $1,363,305 for the nine-month period ending September
30, 2005. The decrease in net loss of $285,540 for the respective periods was a
result of the factors discussed above.

THREE MONTHS ENDING SEPTEMBER 30, 2006 COMPARED TO THREE MONTHS ENDING SEPTEMBER
--------------------------------------------------------------------------------
30, 2005
--------

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

                                       29
<PAGE>

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

Revenues for the three month period ended September 30, 2006 were $1,787,949 as
compared to sales of $1,139,094 for the three-month period ending September 30,
2005, an increase of $648,855, or 57.0%. These sales were all generated by the
Company's operating subsidiary, 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 September 30, 2006 of $656,041
represents the gross profit of SWKT. As a percentage of sales, gross margin was
36.7% for the three-month period ending September 30, 2006. Gross profit for the
three months ended September 30, 2005 was $392,711, which was 34.5% of sales.
Total gross profit increased by $263,330 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 marginally increased. Sales of the larger
Sage Software products carries lower gross margin percentage as the relative
discount percentage from the supplier decreases, while consulting and network
services typically carry higher gross margins.

Total operating expenses were $863,455 for the three-month period ending
September 30, 2006, an increase of $125,994 over the three-month period ending
September 30, 2005, which totaled $737,461. The increase is primarily a result
of SWKT increased selling and marketing expenses for salaries and benefits as
management increased headcount necessary to increase sales and to support higher
sales volumes.

Total other income (expense) for the three months ended September 30, 2006 were
an income of $60,098, a net increase of $226,162 in other income over the
three-month period ending September 30, 2005. The increase in other income
primarily reflects a gain on revaluation of derivatives of $358,761, an increase
of $45,167 in the gain on sales of securities available for sale and a decrease
of $20,000 on the write off of financing costs. These changes were offset by an
increase of $141,131 in amortization of debt conversion discounts, an increase
of $3,941 in interest expense on outstanding indebtedness and a decrease of
$52,694 in other income due to the write-off of liquidated damages on the
Cornell Investor Registration Rights Agreement.

Net loss for the three-month period ending September 30, 2006 was $147,316 as
compared to net loss of $510,814 for the three-month period ending September 30,
2005. The decrease in net loss of $363,498 for the respective periods was a
result of the factors discussed above.

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

We are currently seeking additional operating income opportunities through
potential acquisitions or investments similar to the transaction with SWK, Inc.,
Business Tech Solutions Group, and AMP-Best Consulting, Inc. 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

                                       30
<PAGE>

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 six months, we will subsequently need to raise
additional capital to fund our future operations. We anticipate that we will
require financing on an ongoing basis for the foreseeable future.

In January 2003, the Company entered into a subscription agreement with certain
accredited investors to issue $250,000 in convertible debentures, with interest
payable at 5% per annum. On March 31, 2003, Trey issued $40,000 in convertible
debentures to 4 individual investors under the subscription agreement. On
September 19, 2003, Trey issued $100,000 in convertible debentures to Cornell
Capital Partners pursuant to the subscription agreement. The debentures are
convertible into shares of Class A Common Stock at a price equal to either (a)
an amount equal to one hundred twenty percent (120%) of the closing bid price of
the Class A Common Stock as of the closing date of the registration of shares or
(b) an amount equal to eighty percent (80%) of the average closing bid price of
the Class A Common Stock for the four trading days immediately preceding the
conversion date. The convertible debentures have a term of two years with all
accrued interest due at the expiration of the term. At our option, these
debentures may be paid in cash or redeemed at a 20% premium prior to April 2004.
As of September 30, 2006, $15,000 remained due on the principal and $3,734 was
due for accrued interest on these debentures.

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. 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 September 30, 2006 is $2,451,949 for
principal and interest.

In connection with the acquisition of SWK, Inc. Trey has assumed a total of
$664,642 in liabilities and has borrowed an additional $35,000 from an unrelated
third party. Of the liabilities assumed, a total of $216,372 has been repaid by
Trey at the closing and the $35,000 note is being paid at the rate of $1,500 per
week. As of September 30, 2006, the entire balance

                                       31
<PAGE>

on this note was paid in full. On its audited financial statements for the year
ending December 31, 2003, SWK, Inc., was issued a going concern opinion by its
auditors who cited recurring losses, a deficiency of cash flows from operations
and the lack of liquidity as the basis of their opinion.

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 September 30, 2006 is $127,198. The
assumed obligations are described below.

Trey assumed an outstanding promissory note in the amount of $250,000 payable to
Jerry Mahoney in exchange for the assets it received pursuant to the Spin-Off of
the Automatic Reminder business. This amount is related to funds loaned to
iVoice and unrelated to the operations of Trey. Trey, for value received,
promised to pay Mr. Mahoney the principal sum of $250,000 at the rate of 9.5%
per annum on the unpaid balance until paid or until default. Interest payments
are due annually. At the time of default (if any) the interest rate shall
increase to 20% until the principal balance has been paid. Under the terms of
the Promissory Note, at the option of the Note holder, principal and interest
can be converted into either (i) one share of Class B Common Stock of Trey, par
value $0.00001, for each dollar owed, (ii) the number of shares of Class A
Common Stock of Trey calculated by dividing (x) the sum of the principal and
interest that the Note holder has decided to prepay by (y) fifty percent (50%)
of the lowest issue price of Series A Common Stock since the first advance of
funds under this Note, or (iii) payment of the principal of this Note, before
any repayment of interest. At September 30, 2006, the principal on this note was
$29,819 and accrued interest was $47,879.

Mr. Mahoney agreed to forego receiving any shares he would have been entitled to
receive in the Spin-Off by virtue of his ownership of either iVoice Class A or
Class B Common Stock.

Trey assumed an outstanding obligation to Kevin Whalen of $74,000 for amounts
due for unpaid salary from iVoice. This amount is related to services provided
to iVoice and unrelated to the operations of Trey. However, because Mr. Whalen
assisted in the preparation of the financial statements and footnotes related to
the spin-off, Trey assumed this obligation to Kevin Whalen. A portion of the
obligation is convertible into Class A Common Stock of Trey calculated by
dividing (x) the sum of the principal the obligee requests to be converted by
(y) the average closing bid price of Class A Common Stock of Trey for the five
(5) business days immediately preceding the conversion date. As of September 30,
2006, Mr. Whalen has received $4,500 in cash and $20,000 in Class A Common Stock
leaving a balance due of $49,500.

During the nine-month period ending September 30, 2006, SWK Technologies, Inc.
drew down an additional $28,000 from its line of credit with Fleet National
Bank, a Bank of America company. The secured line of credit bears interest at
prime plus 1% per annum, which can change with the fluctuations in the prime
rate. Monthly payments of interest only in arrears shall be due and payable on
the 4th of each month and these have been paid. Principal shall be due and
payable on demand from Fleet National Bank. As of September 30, 2006, the
aggregate balance of the line of credit is $173,000.

In connection with the acquisition of AMP-Best consulting, Inc., SWKT issued a
note in the

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<PAGE>

amount of $380,000 to Crandall Melvin III and further assumed a capitalized
lease with M&T Bank in the amount of $88,153 for certain furniture, fixtures,
and equipment.

During the nine months ended September 30, 2006, Trey had a net decrease in cash
of $531,350. Trey's principal sources and uses of funds were as follows:

CASH USED BY OPERATING ACTIVITIES. Trey used $956,501 in cash for operating
activities in the nine months ended September 30, 2006, an increase of $98,537
in cash used in operations as compared to cash used for operating activities of
$857,964 in the nine months ended September 30, 2005. The increase is primarily
the result of the increased accounts receivables on higher sales, payments of
prior year franchise taxes and the cash payments on related party accounts.

CASH USED BY INVESTING ACTIVITIES. Investing activities for the nine months
ended September 30, 2006 used $85,385 for the purchase and upgrade of computers
and network equipment, and business acquisition costs, offset by $106,462 net
proceeds realized from the sale of securities. Investing activities for the nine
months ended September 30, 2005 used $425,683. Of this amount, $96,988 was used
make leasehold improvements and to purchase furniture and equipment during the
move to the new facility and $328,695 was used to purchase convertible
debentures from Cornell Capital.

CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the nine months
ended September 30, 2006 resulted in the Company receiving a total of $510,536
in cash. This total primarily consisted of net proceeds from the issuance of
convertible debentures in the amount of $540,000, $28,000 net advances on the
SWKT line of credit and proceeds from capital leases of $60,835. This was offset
by repayments of related party loans of $90,639 and repayment of capital leases
of $27,660. Financing activities in the nine months ended September 30, 2005
provided a total of $1,336,160 in cash. This total primarily consisted of
$1,216,195 in note payable proceeds representing advances under the equity line
of credit with Cornell Capital Partners and an additional borrowing of $145,000
from the SWKT line of credit. In addition, some of the new equipment purchases
were financed by the supplier for a total of $27,344.

While we have recently raised sufficient working capital to fund our operations
for what we believe should be sufficient for the next six months, management is
uncertain that it can generate sufficient cash to sustain its operations
thereafter. Management 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.

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

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<PAGE>

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.

ITEM 3.        CONTROLS AND PROCEDURES

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

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

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



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<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6.        EXHIBITS

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

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




















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<PAGE>



                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Trey Resources, Inc.

By: /s/ Mark Meller                               Date:   November 16, 2006
    ----------------------------
Mark Meller, President,
Chief Executive Officer and
Principal Accounting Officer



























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<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.





























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