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

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

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008

                                       OR

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

             For the transition period from __________ to __________

Commission file number: 000-50302

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

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

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

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

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

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of "large accelerated filer" and "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

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

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

Number of shares of Class A, common stock, par value $.00001, outstanding as of
August 14, 2008: 3,745,473,533
================================================================================
<PAGE>

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


                                TABLE OF CONTENTS

                                                                        Page No.
PART I. FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

         Balance Sheets - June 30, 2008 and December 31, 2007 (audited)    2-3

         Statements of Operations - For the six months and three
         months ended June 30, 2008 and 2007                                 4

         Statements of Cash Flows - For the six months ended
         June 30, 2008 and 2007                                            5-6

         Notes to Condensed Consolidated Financial Statements             7-17

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

Item 4T. Controls and Procedures                                            23

PART II. OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities                                    24

Item 5.  Other Information                                                  24

Item 6.  Exhibits                                                           24

                                        1
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE><CAPTION>
                                                                    June 30,     December 31,
                                                                      2008           2007
                                                                   ----------     ----------
                                     ASSETS                       (unaudited)     (audited)
<S>                                                                <C>            <C>
CURRENT ASSETS
Cash and cash equivalents                                          $  348,167     $  146,443
Accounts receivable, net of allowance for doubtful accounts of
    $146,162 and $147,647, respectively                               723,292        687,282
Notes receivable                                                         --           66,471
Inventory                                                                --           45,647
Prepaid expenses and other current assets                             118,106        106,722
                                                                   ----------     ----------
       Total current assets                                         1,189,565      1,052,565
                                                                   ----------     ----------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of
    $289,289 and $237,857, respectively                               218,744        270,177
                                                                   ----------     ----------

OTHER ASSETS
Intangible assets, net of accumulated amortization of
    $393,035 and $294,550, respectively                               200,196        298,681
Deposits and other assets                                              27,059         32,267
                                                                   ----------     ----------
       Total other assets                                             227,255        330,948
                                                                   ----------     ----------
TOTAL ASSETS                                                       $1,635,564     $1,653,690

                       LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses                              $1,745,342     $1,385,998
Due to related parties                                              1,559,291      1,408,393
Convertible debentures payable, net of discounts of
     $0 and $73,393, respectively                                   1,606,500      1,603,207
Derivative liability                                                1,596,384        216,497
Current portion of notes payable and capital leases                    69,553        268,550
Warrant liability                                                      75,450         75,450
Notes payable to related parties                                      366,107        407,112
Deferred revenue                                                      139,005        127,809
                                                                   ----------     ----------
         Total current liabilities                                  7,157,632      5,493,016
                                                                   ----------     ----------

LONG TERM DEBT
Notes payable and capital leases - non-current                         56,832         74,261
                                                                   ----------     ----------
          Total long term liabilities                                  56,832         74,261
                                                                   ----------     ----------
TOTAL LIABILITIES                                                   7,214,464      5,567,277
                                                                   ----------     ----------
COMMITMENTS AND CONTINGENCIES
</TABLE>

 See accompanying footnotes to the condensed consolidated financial statements.

                                        2
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
<TABLE><CAPTION>
                                                                          June 30,      December 31,
                                                                            2008            2007
                                                                        ------------    ------------
                                                                         (unaudited)      (audited)
<S>                                                                     <C>             <C>
STOCKHOLDERS' DEFICIT
Preferred stock, $1.00 par value; authorized 1,000,000 shares;
     no shares issued and outstanding                                           --              --
Common stock:
  Class A - par value $.00001; authorized 10,000,000,000 shares;
     3,745,473,533 and 3,119,362,422 shares issued and outstanding,
     respectively                                                             37,455          31,194
  Class B - par value $.00001; authorized 50,000,000 shares;
     no shares issued and outstanding                                           --              --
  Class C - par value $.00001; authorized 20,000,000 shares;
     no shares issued and outstanding                                           --              --
Additional paid in capital                                                 5,419,669       5,347,666
Additional paid in capital - warrants                                        125,166         125,166
Accumulated deficit                                                      (11,161,190)     (9,417,613)
                                                                        ------------    ------------
         Total stockholders' deficit                                      (5,578,900)     (3,913,587)
                                                                        ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                             $  1,635,564    $  1,653,690
                                                                        ============    ============
</TABLE>

 See accompanying footnotes to the condensed consolidated financial statements.

                                        3
<PAGE>

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

                                                                For the six months                     For the three months
                                                                  ended June 30,                           ended June 30,
                                                            2008                 2007                2008                 2007
                                                      ---------------      ---------------     ---------------      ---------------
<S>                                                   <C>                  <C>                 <C>                  <C>
SALES, net                                            $     3,877,594      $     3,914,219     $     1,927,704      $     1,795,861

COST OF SALES                                               2,461,748            2,574,966           1,207,689            1,255,512
                                                      ---------------      ---------------     ---------------      ---------------
GROSS PROFIT                                                1,415,846            1,339,253             720,015              540,349
                                                      ---------------      ---------------     ---------------      ---------------
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                          610,361              606,218             313,347              295,740
    General and administrative expenses                       859,570            1,013,660             441,416              566,249
    Depreciation and amortization                             152,918              151,384              73,702               73,392
                                                      ---------------      ---------------     ---------------      ---------------
Total selling, general and administrative expenses          1,622,849            1,771,262             828,465              935,381
                                                      ---------------      ---------------     ---------------      ---------------

LOSS FROM OPERATIONS                                         (207,003)            (432,009)           (108,450)            (395,032)
                                                      ---------------      ---------------     ---------------      ---------------
OTHER INCOME (EXPENSE)
    Gain (loss) on revaluation of derivatives              (1,379,887)             198,114          (1,382,449)              43,443
    Amortization of discount on debt conversion               (73,393)            (486,734)            (18,348)            (243,367)
    Gain on sales of securities available for sale               --                 71,413                --                 15,750
    Other income (expense)                                      7,761             (136,880)             12,733              (72,445)
    Interest expense                                          (91,055)            (122,163)            (51,312)             (65,015)
                                                      ---------------      ---------------     ---------------      ---------------
Total other income (expense)                               (1,536,574)            (476,250)         (1,439,376)            (321,634)
                                                      ---------------      ---------------     ---------------      ---------------
LOSS BEFORE PROVISION FOR
    INCOME TAXES                                           (1,743,577)            (908,259)         (1,547,826)            (716,666)

PROVISION FOR INCOME TAXES                                       --                   --                  --                   --
                                                      ---------------      ---------------     ---------------      ---------------
NET LOSS APPLICABLE TO
    COMMON SHARES                                     $    (1,743,577)     $      (908,259)    $    (1,547,826)     $      (716,666)
                                                      ===============      ===============     ===============      ===============
NET LOSS PER COMMON SHARE
    Basic and Diluted                                 $         (0.00)     $         (0.00)    $         (0.00)     $         (0.00)
                                                      ===============      ===============     ===============      ===============
WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic and Diluted                                   3,637,659,125          311,194,545       3,745,473,533          419,338,676
                                                      ===============      ===============     ===============      ===============
</TABLE>

 See accompanying footnotes to the condensed consolidated financial statements.

                                        4
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                        FOR THE SIX MONTHS ENDED JUNE 30,
<TABLE><CAPTION>

                                                                     2008             2007
                                                                 -----------      -----------
<S>                                                              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                      $(1,743,577)     $  (908,259)
   Adjustments to reconcile net loss to net cash provided by
     (used in) operating activities
   Depreciation and amortization                                     152,918          151,384
   Amortization of debt discounts                                     73,393          486,734
   Beneficial interest on issuance of stock                            8,164          146,996
   (Gain) loss on revaluation of derivatives                       1,379,887         (198,114)
   Net gain on sale of securities available for sale                    --            (71,663)
   Common stock issued for services and compensation                    --            128,505
      Deferred interest income on notes receivable                      (908)          (2,109)
      Changes in certain assets and liabilities:
      Accounts receivable                                            (36,010)         (91,364)
      Inventory                                                       45,647            8,162
        Prepaid expenses and other assets                             (9,176)         (30,104)
      Accounts payable and accrued liabilities                       359,344            6,547
      Deferred revenue                                                11,196           21,710
      Related party accounts                                         150,898           52,548
                                                                 -----------      -----------
Total cash provided by (used in) operating activities                391,776         (299,027)
                                                                 -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                   --            (55,435)
   Software development costs                                           --             (7,000)
   Net proceeds of sale of securities available for sale                --            201,911
   Redemption of notes receivable                                     67,379             --
                                                                 -----------      -----------
Total cash provided by investing activities                           67,379          139,476
                                                                 -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from (repayment of) related party loans                  (41,005)          35,087
   Proceeds from notes payable and capital leases                       --            110,000
   Repayment of notes payable, capital leases                       (216,426)         (24,153)
                                                                 -----------      -----------
Total cash provided by (used in) financing activities               (257,431)         120,934
                                                                 -----------      -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                 201,724          (38,617)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                      146,443          373,450
                                                                 -----------      -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                        $   348,167      $   334,833
                                                                 ===========      ===========
CASH PAID DURING THE PERIOD FOR:
   Interest expense                                              $      --        $    26,393
                                                                 ===========      ===========
   Income taxes                                                  $      --        $      --
                                                                 ===========      ===========
</TABLE>

 See accompanying footnotes to the condensed consolidated financial statements.

                                        5
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the six months ended June 30, 2008, the Company:

a)   Issued 626,111,111 shares of Class A Common Stock with a total value of
     $78,264 for conversion of $70,100 of principal on outstanding debentures
     with YA Global Investments, (f/k/a Cornell Capital Partners).

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

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

b)   Issued 227,860,660 shares of Class A Common Stock with a total value of
     $340,505 for conversion of $294,500 of principal on outstanding debentures
     with YA Global Investments f/k/a Cornell Capital Partners.

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

d)   Issued 63,016,802 shares of Class A common stock with a value of $140,261
     for conversion of $52,131 of debt for legal services.

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

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

 See accompanying footnotes to the condensed consolidated financial statements.

                                        6
<PAGE>

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

NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of business
-----------------------

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

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

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

Basis of presentation
---------------------

The accompanying unaudited condensed consolidated financial statements include
the accounts of Trey Resources, Inc. (the "Company" or "Trey") and its wholly
owned subsidiaries, SWK Technologies, Inc. and BTSG Acquisition Corp. On
February 11, 2004, the Company was spun off from iVoice, Inc. and is now an
independent publicly traded company. These condensed consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information and with the
instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) considered
necessary for a fair presentation have been included. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
December 31, 2007 audited financial statements and the accompanying notes
thereto filed with the Securities and Exchange Commission on Form 10-KSB.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities

                                        7
<PAGE>

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

at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

Cash and Cash Equivalents
-------------------------

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. The Company had cash
equivalents at June 30, 2008 and December 31, 2007 of $76,309 and $112,547,
respectively. The cash equivalents represent investments in Triple A credit
rated money market funds that have 7 day auction rates competitive with current
market conditions.

 The Company maintains cash balances at a financial institution that is insured
by the Federal Deposit Insurance Corporation up to $100,000. The Company has
uninsured cash balances at June 30, 2008 and December 31, 2007 of $48,404 and
$0, respectively.

Revenue Recognition
-------------------

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

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

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

Accounts Receivable
-------------------

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

Deferred Revenues
-----------------

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

                                        8
<PAGE>

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

Fair Value of Financial Instruments
-----------------------------------

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

Loss Per Common Share
---------------------

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

The computation of basic EPS is computed by dividing income available to common
stockholders by weighted average number of common shares during the period.
Diluted earnings per share gives effect to all dilutive potential common shares
outstanding during the period. The computation of diluted EPS does not assume
conversion, exercise, or contingent exercise of securities that would have an
anti-dilutive effect on earnings resulting from the Company's net loss position.

                                                         For the six
                                                    Months ending June 30,
                                                    2008             2007
                                               -------------    -------------
Net loss from operations                       $  (1,743,577)   $    (908,259)
                                               =============    =============
Basic and Diluted EPS Purposes                 3,637,659,125      311,194,545
                                               =============    =============
Net loss per common share from
operations                                     $       (0.00)   $       (0.00)
                                               =============    =============

The Company had common stock equivalents of 7,075,000 at June 30, 2008 and 2007,
respectively.

Derivative Liabilities
----------------------

During April 2003, the Financial Accounting Standards Board issued SFAS 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities."
SFAS 149 amends and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities under SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities." The statement requires that contracts with comparable
characteristics be accounted for similarly and clarifies when a derivative
contains a financing component that warrants special reporting in the statement
of cash flows. SFAS 149 is effective for contracts entered into or modified
after June 30, 2003, except in certain circumstances, and for hedging


                                        9
<PAGE>

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

relationships designated after June 30, 2003. The financial statements for the
six months ended June 30, 2008 include the recognition of the derivative
liability on the underlying securities issuable upon conversion of the Cornell
Convertible Debentures (see note 8).

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

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

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

NOTE 3 - FAIR VALUE MEASUREMENTS

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

         Level 1 Inputs- Quoted prices for identical instruments in active
         markets.
         Level 2 Inputs- Quoted prices for similar instruments in active
         markets; quoted prices for identical or similar instruments in markets
         that are not active; and model-derived

                                       10
<PAGE>

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

         valuations whose inputs are observable or whose significant value
         drivers are observable. Level 3 Inputs- Instruments with primarily
         unobservable value drivers.

The following table represents the fair value hierarchy for those financial
assets and liabilities measured at fair value on a recurring basis as of June
30, 2008.
<TABLE><CAPTION>
                                      Level I       Level II      Level III        Total
                                     ---------     ----------     ---------     ----------
<S>                                  <C>           <C>            <C>           <C>
Convertible debentures               $      --     $1,606,500     $      --     $1,606,500
Notes payable and capital leases            --        126,385            --        126,385
Notes payable to related parties            --        366,107            --        366,107
Derivative liabilities                      --      1,596,384            --      1,596,384
Warrant liabilities                         --         75,450            --         75,450
                                     ---------     ----------     ---------     ----------
Total Liabilities                    $      --     $3,770,826     $      --     $3,770,826
                                     =========     ==========     =========     ==========
</TABLE>

NOTE 4 - NOTES RECEIVABLE

In January 2005, the Company purchased $328,695 of Voyager One, Inc. convertible
debentures from YA Global (f/k/a Cornell Capital Partners). The debentures,
which bear interest at the rate of 5% per annum, have a three year term, and are
convertible into shares of Voyager One, Inc. Common Stock at a conversion price
equal to the lower of (i) 150% of the lowest initial bid price of the common
stock as submitted by a market maker and approved by the NASD or (ii) 50% of the
lowest closing bid price of the common stock for the five trading days
immediately preceding the conversion date. The convertible debentures are
convertible at the holder's option any time up to the maturity date. In May 2007
the Company assigned all of its rights to the Voyager securities to THI, Inc.
During the six months ended June 30, 2008, THI, Inc. paid down the balance of
the promissory note in the amount of $67,379 which included accrued interest of
$4,349.

NOTE 5 - INTANGIBLE ASSETS

The acquisition of the client lists of Wolen Katz and AMP-Best Consulting in
2006 is currently valued at $200,196, which is net of accumulated amortization
of $393,035. These intangible assets are being amortized over a three year
period. The amortization expense for the six months ended June 30, 2008 is
$98,485.

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

SWK Technologies capitalizes ongoing development costs of their MAPADOC product.
At June 30, 2008, the intangible assets totaled $15,889 net of accumulated
amortization of $15,436. This is included in deposits and other assets on the
balance sheet.

                                       11
<PAGE>

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

NOTE 6 - GOING CONCERN

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

The Company has suffered recurring losses and current liabilities exceeded
current assets by approximately $6.0 million, as of June 30, 2008. These matters
raise substantial doubt about the Company's ability to continue as a going
concern. The recoverability of a major portion of the recorded asset amounts
shown in the accompanying condensed consolidated balance sheet is dependent upon
continued operations of the Company, which in turn, is dependent upon the
Company's ability to raise capital and/or generate positive cash flows from
operations.

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

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

NOTE 7 - NOTES PAYABLE

During the six months ended June 30, 2008, SWK Technologies, Inc. drew down
$290,000 and repaid $325,000 on its line of credit with Fleet National Bank, a
Bank of America company. The secured line of credit bears interest at prime plus
1% (6.00% at June 30, 2008) per annum, which can change with the fluctuations in
the prime rate. Monthly payments of interest only in arrears shall be due and
payable on the 4th of each month and these have been paid. Principal shall be
due and payable on demand from Fleet National Bank. As of June 30, 2008, the
aggregate balance of the line of credit is $0. Interest payments during the six
months ending June 30, 2008 were $2,875.

NOTE 8 - CONVERTIBLE DEBENTURES PAYABLE

On June 30, 2003, the Company issued $40,000 and on September 19, 2003, the
Company issued an additional $100,000 in 5% convertible debentures to the
private investors under a subscription agreement. During the six months ended
June 30, 2008, no additional payments have been made. Total outstanding
principal balance of the convertible debentures at June 30, 2008 was $15,000,
plus accrued interest of $5,047.

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

                                       12
<PAGE>

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

portion of this financing was used to convert promissory notes and accrued
interest therefrom equal to $1,159,047 into new secured convertible debentures
and the balance was new financing in the form of secured convertible debentures
equal to $600,000 with interest payable at the rate of 7.5% per annum to be
issued and sold on the closing of this Securities Purchase Agreement and a
second secured convertible debenture equal to $600,000 with interest payable at
the rate of 7.5% per annum to be issued and sold two business days prior to the
filing of the registration statement that will register the common stock shares
issuable upon conversion of the secured convertible debentures. On May 2, 2006,
the second $600,000 was funded 2 business days prior to the date the
registration statement was filed with the United States Securities and Exchange
Commission. Interest on the outstanding principal balance of the Secured
Convertible Debentures accrues at the annual rate of 7.5%. Payment of principal
and accrued interest shall be paid on or before December 30, 2007 on the 2005
debentures and May 2, 2008 for the 2006 debenture. The Company has the option to
redeem a portion or all of the outstanding debentures at 120% of the amount
redeemed plus accrued interest. The holder shall be entitled to convert in whole
or in part at any time and from time to time, any amount of principal and
accrued interest at a price equal to 90% of the lowest closing bid price of the
Common Stock during the 30 trading days immediately preceding the conversion
date, as quoted by Bloomberg, LP ("Conversion Price"). In the event of a
default, the full principal amount of this Debenture, together with interest and
other amounts owing, shall be due and payable in cash, provided however, the
holder of the debenture may request payment of such amounts in Common Stock of
the Obligor at the Conversion Price then in-effect. A holder of the debenture
may not convert this Debenture or receive shares of Common Stock as payment of
interest hereunder to the extent such conversion or receipt of such interest
payment would result in the holder of the debenture beneficially owning in
excess of 4.9% of the then issued and outstanding shares of Common Stock,
including shares issuable upon conversion of, and payment of interest on, this
Debenture.

During the six months ended June 30, 2008, the Company issued 626,111,111 shares
of Class A common stock for repayment of $70,100 of principal on the convertible
debenture held by YA Global Investments, f/k/a Cornell Capital Partners. The
aggregate principal value of the debentures at June 30, 2008 is $1,591,500. This
amount is shown net of the unamortized portion of the discount on conversion of
$0. This discount is being amortized over the life of the debenture and is being
recorded as a charge to amortization of discount on debt conversion on the
statement of operations.

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

NOTE 9 - DERIVATIVE LIABILITY

In accordance with SFAS 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES" and EITF 00-19, "ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS
INDEXED TO, AND POTENTIALLY SETTLED IN, A COMPANY'S OWN STOCK," the conversion
feature associated with the Cornell Secured Convertible Debentures represents
embedded derivatives. As such, the Company had recognized embedded derivatives
in

                                       13
<PAGE>

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

the amount of $1,946,936 as a liability in the accompanying condensed
consolidated balance sheet, and it is now measured at its estimated fair value
of $213,935. In addition the Company issued 4 million warrants which were valued
at $75,450 and are not subject to revaluation. These warrants are included in
the condensed consolidated balance sheets as warrant liability. The estimated
fair value of the embedded derivative has been calculated based on a
Black-Scholes pricing model using the following assumptions:

       Fair market value of stock               $0.000125
       Exercise price                           $0.000113
       Dividend yield                               0.00%
       Risk free interest rate                      4.00%
       Expected volatility                        185.09%
       Expected life                              3 Years

NOTE 10 - DUE TO RELATED PARTIES

Pursuant to the Spin-off from iVoice, the Company has assumed a promissory note
totaling $250,000 payable to Jerome Mahoney, President and Chief Executive
Officer of iVoice and Non- Executive Chairman of the Board of Trey Resources. At
June 30, 2008 the principal on this note was $89,125 and accrued interest was
$70,838. This is included in notes payable to related parties on the balance
sheet.

Pursuant to the employment contract dated January 1, 2003 between the Company
and Jerome 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 June 30, 2008,
representing unpaid salary, unpaid expense and auto allowances, the one-time
payment in connection with the Spin-off, liabilities assumed in the Spin-off and
interest on the liabilities assumed in the Spin-off totaled $885,291.

Pursuant to the employment contract dated September 15, 2003 between the Company
and Mark Meller, the President, Chief Executive Officer and Chief Financial
Officer of Trey Resources, Mr. Meller is to receive a salary of $180,000 per
year subject to 10% increases every year thereafter, as well as a monthly
unaccountable travel expense allowance of $600 and an auto allowance of $800.
Also, pursuant to the employment contract dated September 15, 2003 between the
Company and Mr. Meller, following the completion of the Spin-off from its former
parent company, iVoice Inc., which occurred on February 11, 2004, Mr. Meller is
entitled to receive a one-time payment of $350,000. In addition, Mr. Meller was
awarded a cash bonus of $114,800 on September 14, 2004. Total amounts owed to
Mr. Meller at June 30, 2008, representing unpaid salary, unpaid expense and auto
allowances, and the one-time payment in connection with the Spin-off, totaled
$674,000.

                                       14
<PAGE>

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

Mr. Mahoney and Mr. Meller have agreed to defer payment of any monies due and
owing them representing fixed compensation, which have been accrued on the
Company's balance sheet, and the one-time payment in connection with the
Spin-off, until such time as the Board of Directors determines that the Company
has sufficient capital and liquidity to make such payments. Mr. Mahoney and Mr.
Meller have further agreed, however, to accept payment or partial payment, from
time to time, as determined in the sole discretion of the Board of Directors in
the form of cash, the Company's Class A Common Stock and/or the Company's Class
B Common Stock.

In connection with the acquisition of SWK, Inc, the Company assumed a note
payable to Gary Berman, VP - MAPADOC EDI Service of SWK Technologies, Inc., our
wholly owned subsidiary. On April 1, 2004, Mr. Berman loaned the company $25,000
pursuant to the Agreement and Plan of Merger and Reorganization among Trey, SWK
and SWK Technologies, Inc. The unsecured note bears interest at 5% per annum and
is payable in bi-weekly amounts of $217. At June 30, 2008, the outstanding
balance to Mr. Berman was $4,259. This is included in notes payable to related
parties on the balance sheet.

In connection with the acquisition of SWK, Inc, the Company assumed a note
payable to Lynn Berman, President of SWK Technologies, Inc., our wholly owned
subsidiary. On April 1, 2004, Ms. Berman loaned the company $25,000 pursuant to
the Agreement and Plan of Merger and Reorganization among Trey, SWK and SWK
Technologies, Inc. The unsecured note bears interest at 5% per annum and is
payable in bi-weekly amounts of $217. At June 30, 2008, the outstanding balance
to Ms. Berman was $4,260. This is included in notes payable to related parties
on the balance sheet.

Pursuant to the asset purchase agreement with AMP-Best, SWK Technologies, Inc.
issued a $380,000 promissory note to Crandall Melvin III, former officer of
AMP-Best and current Chief Financial Officer of SWK Technologies, Inc. The note
carries an interest rate of 7.75% and is payable in 60 monthly payments,
commencing 120 days from the closing. As of June 30, 2008, the principal balance
on the note is $268,463. This is included in notes payable to related parties on
the balance sheet.

                                       15
<PAGE>

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

NOTE 11 - CAPITAL STOCK

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

PREFERRED STOCK

Preferred Stock consists of 1,000,000 shares of authorized preferred stock with
$1.00 par value. As of June 30, 2008, no shares were issued or outstanding.

CLASS A COMMON STOCK

Class A Common Stock consists of the following as of June 30, 2008:
10,000,000,000 shares of authorized common stock with a par value of $.00001,
3,745,473,533 shares were issued and outstanding. Each holder of Class A common
stock is entitled to receive ratably dividends, if any, as may be declared by
the Board of Directors out of funds legally available for the payment of
dividends. The Company has never paid any dividends on its common stock and does
not contemplate doing so in the foreseeable future. The Company anticipates that
any earnings generated from operations will be used to finance the growth
objectives.

For the six months ending June 30, 2008, the company had the following
transactions in its Class A common stock:

>>     The Company issued 626,111,111 shares of Class A common stock with a
       total value of $78,264 for conversion of $70,100 of principal on
       convertible debentures with YA Global Investments, f/k/a Cornell Capital
       Partners.

CLASS B COMMON STOCK

Class B Common Stock consists of 50,000,000 shares of authorized common stock
with a par value of $0.00001. Class B stock has voting rights of 1 to 100 with
respect to Class A Common Stock. As of June 30, 2008, 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.

                                       16
<PAGE>

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

CLASS C COMMON STOCK

Class C Common Stock consists of 20,000,000 shares of authorized common stock
with a par value of $0.00001. Class C stock has voting rights of 1 vote for
every 1,000 shares with respect to Class A Common Stock. As of June 30, 2008, no
shares were issued or outstanding.

















                                       17
<PAGE>

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

Readers should read the following discussion in conjunction with our condensed
consolidated financial statements and related notes included elsewhere in this
filing as well as our audited consolidated financial statements and related
notes for the year ending December 31, 2007 filed with Form 10-KSB. The
following discussion contains forward-looking statements. Please see "Forward
Looking Statements - Cautionary Factors" for a discussion of uncertainties,
risks and assumptions associated with these financial statements

OVERVIEW
--------

With the acquisition of SWK in 2004, the Board of Directors decided that Trey
will focus on the business software and information technology consulting
market, and is looking to acquire other companies in this industry. SWK
Technologies, Inc., Trey's wholly owned subsidiary and the surviving company
from the acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master developer of
licensed accounting software published by Sage Software. SWK Technologies also
publishes its own proprietary supply-chain software, the Electronic Data
Interchange (EDI) solution "MAPADOC." SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and distribution
industry clients located throughout the United States, along with network
services provided by the Company.

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

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

SIX MONTHS ENDING JUNE 30, 2008 COMPARED TO SIX MONTHS ENDING JUNE 30, 2007
---------------------------------------------------------------------------

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

Revenues for the six month period ended June 30, 2008 were $3,877,594 as
compared to sales of $3,914,219 for the six month period ending June 30, 2007, a
decrease of $36,625. This decrease is primarily the effect of the tightening of
the financial markets, an uncertain economy and the prolonged period by which
clients need to make the purchasing decisions.

                                       18
<PAGE>

The gross profit for the six months ended June 30, 2008 of $1,415,846, which is
36.5% of sales, increased $76,593 when compared six month period ending June 30,
2007, which totaled $1,339,253, which is 34.2% of sales. Small variations in the
Gross Profit % can be expected from time to time based on the configuration of
the installations. As an example, sales of the larger Sage Software products
carries lower gross margin percentage as the relative discount percentage from
the supplier decreases.

Total operating expenses were $1,622,849 for the six month period ending June
30, 2008, a decrease of $148,413 over the six month period ending June 30, 2007,
which totaled $1,771,262. The decrease is in all areas as management tightens
expense controls to offset the reduced sales volumes.

Total other income (expense) for the six months ended June 30, 2008 was an
expense of $1,536,574, an increase of $1,060,324 in other expenses over the six
month period ending June 30, 2007. The increase in other expenses primarily
reflects an increase in loss on revaluation of derivatives of $1,578,001 and the
lower gains on sales of securities available for sale of $71,413. These
increases were offset by lower amortization of discount on debt conversion of
$413,341, a decrease of $144,641 in other expense, and a decrease in interest
expense of $31,108.

Net loss for the six month period ending June 30, 2008 was $1,743,577 as
compared to net loss of $908,259 for the six-month period ending June 30, 2007.
The increase in net loss of $835,318 was primarily due to the loss on
revaluation of derivatives offset by reductions in operating expenses and lower
amortization of discounts on debt conversion.

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

Revenues for the three month period ended June 30, 2008 were $1,927,704 as
compared to sales of $1,795,861 for the three month period ending June 30, 2007,
an increase of $131,843. This increase is primarily due to the timing by which
clients need to make the purchasing decisions and by the management focus on
closing new deals.

The gross profit for the three months ended June 30, 2008 of $720,015, which is
37.4% of sales, increased $179,666 when compared three month period ending June
30, 2007, which totaled $540,349, or 30.1% of sales. Small variations in the
Gross Profit % can be expected from time to time based on the configuration of
the installations. As an example, sales of the larger Sage Software products
carries lower gross margin percentage as the relative discount percentage from
the supplier decreases.

Total operating expenses were $828,465 for the three month period ending June
30, 2008, a decrease of $106,916 over the three month period ending June 30,
2007, which totaled $935,381. The decrease is in all areas as management
tightens expense controls to offset the reduced sales volumes.

Total other income (expense) for the three months ended June 30, 2008 was an
expense of $1,439,376, an increase of $1,117,742 in other expenses over the
three month period ending June 30, 2007 of $321,634. The increase in other
expenses primarily reflects an increase in loss on revaluation of derivatives of
$1,425,892 and the lower gains on sales of securities available for sale of
$15,750. These increases were offset by lower amortization of discount on debt

                                       19
<PAGE>

conversion of $225,019, a decrease of $85,178 in other expense and a decrease in
interest expense of $13,703.

Net loss for the three month period ending June 30, 2008 was $1,547,826 as
compared to net loss of $716,666 for the three month period ending June 30,
2007. The increase in net loss of $831,160 was primarily due to the loss on
revaluation of derivatives offset by reductions in operating expenses and lower
amortization of discounts on debt conversion..

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

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

To date, Trey has incurred substantial losses, and will require financing for
working capital to meet its operating obligations. The current cash provided by
operations have been positive and we believe that we have capital sufficient for
the next 6 months, we will subsequently need to raise additional capital to fund
our future operations. We anticipate that we will require financing on an
ongoing basis for the foreseeable future.

On December 30, 2005, the Company entered into a Securities Purchase Agreement
with Cornell Capital Partners, LP (n/k/a/ YA Global Investments "YA Global").
Pursuant to such purchase agreement, YA Global purchased $2,359,047 of secured
convertible debentures which shall be convertible into shares of the Company's
Class A common stock. Pursuant to the Securities Purchase Agreement, two Secured
Convertible Debentures were issued on December 30, 2005 for an aggregate of
$1,759,047. A portion of this financing was used to convert promissory notes and
accrued interest therefrom equal to $1,159,047 into new secured convertible
debentures and the balance was new financing in the form of secured convertible
debentures equal to $600,000 with interest payable at the rate of 7.5% per annum
to be issued and sold on the closing of this Securities Purchase Agreement and a
second secured convertible debenture equal to $600,000 with interest payable at
the rate of 7.5% per annum to be issued and sold two business days prior to the
filing of the registration statement that will register the common stock shares
issuable upon conversion of the secured convertible debentures. The debentures
were due on December 30, 2007 and May 2, 2008, respectively, and carry an
interest rate of 7.5% per annum. The principal and accrued interest on the
debentures are convertible into shares of Class A Common Stock at a price per
share equal to 90% of the lowest closing bid price of our Class A Common Stock
for the thirty trading days immediately preceding conversion. The aggregate
balance due of the YA Global debentures at June 30, 2008 is $1,591,500 for
principal and $339,397 for interest. As of June 30, 2008, the Company is in
default of all the YA Global debentures and is currently in negotiations with YA
Global to cure the default.

During the six month period ending June 30, 2008, SWK Technologies, Inc. drew
down $290,000 and repaid $325,000 on its line of credit with Fleet National
Bank, a Bank of America company. The secured line of credit bears interest at
prime plus 1% per annum, which can

                                       20
<PAGE>

change with the fluctuations in the prime rate. Monthly payments of interest
only in arrears shall be due and payable on the 4th of each month and these have
been paid. Principal shall be due and payable on demand from Fleet National
Bank. As of June 30, 2008, the outstanding balance payable to Fleet totaled $0
and there remains $250,000 of borrowing availability.

During the Six months Ended June 30, 2008, Trey had a net increase in cash of
$201,724. Trey's principal sources and uses of funds were as follows:

CASH PROVIDED BY OPERATING ACTIVITIES. Trey had cash provided by operating
activities of $391,776 for the six months ended June 30, 2008, an increase of
$690,803 as compared to cash provided for operating activities of $299,027 in
the six months ended June 30, 2007. Management has been keeping tight control on
the cash and expenses and has been leveraging their funding needs through
related party accounts.

CASH PROVIDED BY INVESTING ACTIVITIES. Investing activities for the six months
ended June 30, 2008 provided cash of $67,379. This was from cash redemptions of
the notes receivable. For the six months ended June 30, 2007, the Company
provided $139,476 from investing activities. The Company received net proceeds
of $201,911 from the sales of securities and $55,435 was used to purchase of
equipment and $7,000 was used to purchase customer lists.

CASH USED BY FINANCING ACTIVITIES. Financing activities in the six months ended
June 30, 2008 used a total of $257,431 in cash. This total consisted primarily
of repayments of related part loans, notes payable and payment of capital
leases. Financing activities in the six months ended June 30, 2007 resulted in
the Company providing a total of $120,934 in cash. This total consisted
primarily of proceeds from line of credit borrowing of $110,000 and increases in
related party loans of $35,087, offset by repayments of notes payable and
capital leases of $24,153.

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

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

CONTRACTUAL OBLIGATIONS
-----------------------

The Company has no material changes in its contractual obligations during the
three months ended June 30, 2008.

                                       21
<PAGE>

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

Certain information included in this Form 10-Q and other materials filed or to
be filed by us with the Securities and Exchange Commission (as well as
information included in oral or written statements made by us or on our behalf),
may contain forward-looking statements about our current and expected
performance trends, growth plans, business goals and other matters. These
statements may be contained in our filings with the Securities and Exchange
Commission, in our press releases, in other written communications, and in oral
statements made by or with the approval of one of our authorized officers.
Information set forth in this discussion and analysis contains various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. The reader is cautioned that
such forward-looking statements are based on information available at the time
and/or management's good faith belief with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements.
Forward-looking statements speak only as of the date the statement was made. We
assume no obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors affecting
forward-looking information. Forward-looking statements are typically identified
by the use of terms such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "predict," "project," "should,"
"will," and similar words, although some forward-looking statements are
expressed differently. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct.


                                       22
<PAGE>

ITEM 4T. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f). Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we conducted
an evaluation of the effectiveness of our internal control over financial
reporting as of June 30, 2008 based on the criteria set forth in Internal
Control -- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation under the
criteria set forth in Internal Control -- Integrated Framework, our management
concluded that our internal control over financial reporting was effective as of
June 30, 2008.

The Annual Report did not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. We were not required to have, nor have we engaged our independent
registered public accounting firm to perform an audit on our internal control
over financial reporting pursuant to the rules of the Securities and Exchange
Commission that permit us to provide only management's report in the Annual
Report.

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 period covered by this
Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer of the Company have concluded that the
Company's disclosure controls and procedures as of the end of the fiscal period
covered by the Quarterly Report on Form 10-Q were 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-Q. 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-Q that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.

                                       23
<PAGE>

PART II - OTHER INFORMATION

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

As of June 30, 2008, the Company was in default of all of the Secured
Convertible Debentures held by YA Global Investments LP. As of June 30, 2008,
the total principal amount due on these debentures was $1,591,500 and the total
accrued interest was $369,569. As of the date of this filing, management is
currently in negotiations with holder of these debentures to cure the default.


ITEM 5. OTHER INFORMATION

(a)  On May 07, 2008, John C. Rudy resigned his positions as Director with the
     Company.

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


ITEM 6. EXHIBITS

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

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

                                       24
<PAGE>

                                   SIGNATURES

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


Trey Resources, Inc.

By: /s/ Mark Meller                                        Date: August 14, 2008
    ---------------------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer


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

By: /s/ Mark Meller                                        Date: August 14, 2008
    ---------------------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer


<PAGE>

                                INDEX OF EXHIBITS

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

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