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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 August 11, 2006: 150,314,126
================================================================================
<PAGE>

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

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


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

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

         Balance Sheet - June 30, 2006                                     2-3

         Statements of Operations - For the six months and
         three months ended June 30, 2006 and 2005                           4

         Statements of Cash Flows - For the six months ended
         June 30, 2006 and 2005                                            5-7

         Notes to Condensed Consolidated Financial Statements             8-25

         Item 2. Management's Discussion and Analysis or Plan of
         Operation                                                       26-31

         Item 3. Controls and Procedures                                    32

PART II. OTHER INFORMATION

         Item 6. Exhibits                                                   33


                                        1
<PAGE>

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

                                     ASSETS
<TABLE><CAPTION>
<S>                                                                            <C>
CURRENT ASSETS
Cash and cash equivalents                                                      $  556,414
Securities available for sale                                                      21,873
Convertible debentures, net of allowance for doubtful accounts of $262,144        333,860
Accounts receivable, net of allowance for doubtful accounts of $30,300            561,926
Inventory                                                                          37,469
Prepaid expenses and other current assets                                         167,921
                                                                               ----------
       Total current assets                                                     1,679,463
                                                                               ----------
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $83,152                268,296

OTHER ASSETS
Goodwill                                                                        1,286,421
Deposits and other assets                                                          39,069
                                                                               ----------
       Total other assets                                                       1,325,490
                                                                               ----------

TOTAL ASSETS                                                                   $3,273,249
                                                                               ==========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses                                          $1,312,347
Deferred revenue                                                                   50,831
Obligations under capital leases - current                                        110,097
Convertible debentures payable                                                     15,000
Warrant liability                                                                  18,300
Notes payable to related parties                                                   74,843
Due to related parties                                                          1,256,840
                                                                               ----------
         Total current liabilities                                              2,838,258
                                                                               ----------

LONG TERM DEBT
Convertible debentures payable, net of discounts of $1,533,595                    800,452
Derivative liability                                                            1,589,905
Obligations under capital leases - non-current                                    404,638
                                                                               ----------
          Total long term liabilities                                           2,794,995
                                                                               ----------

TOTAL LIABILITIES                                                              $5,633,253
                                                                               ==========

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)
                                  JUNE 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;
     150,314,126 shares issued and outstanding                                      1,503
  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                                                      3,942,938
Additional paid in capital - debt conversions and options                         108,036
Accumulated deficit                                                            (6,412,481)
                                                                               ----------
         Total stockholders' deficit                                           (2,360,004)
                                                                               ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                    $3,273,249
                                                                               ==========
</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 Six Months Ended              For the Three Months Ended
                                                                         June 30,                              June 30,
                                                             --------------------------------      --------------------------------
                                                                  2006               2005               2006               2005
                                                             -------------      -------------      -------------      -------------
<S>                                                          <C>                <C>                <C>                <C>
SALES, net                                                   $   2,907,706      $   1,964,941      $   1,568,772      $     955,527

COST OF SALES                                                    1,820,538          1,223,880            997,995            610,002
                                                             -------------      -------------      -------------      -------------
GROSS PROFIT                                                     1,087,168            741,061            570,777            345,525
                                                             -------------      -------------      -------------      -------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                               667,216            364,002            365,299            236,736
    General and administrative expenses                            964,055            873,184            511,898            414,812
    Depreciation and amortization                                   29,863             19,557             14,999              9,028
                                                             -------------      -------------      -------------      -------------
Total selling, general and administrative expenses               1,661,134          1,256,743            892,196            660,576
                                                             -------------      -------------      -------------      -------------

LOSS FROM OPERATIONS                                              (573,966)          (515,682)          (321,419)          (315,051)

OTHER INCOME (EXPENSE)
    Gain on revaluation of derivatives                             396,648               --              123,706               --
    Amortization of discount on debt conversion                   (538,747)          (172,119)          (284,129)           (43,096)
    Gain (loss) on sales of securities available for sale           26,411            (35,109)            14,344            (35,109)
    Write-off of financing costs                                   (60,000)          (113,805)           (60,000)              --
    Other income (expense)                                         (91,835)            17,520            (63,159)            12,299
    Interest expense                                               (88,960)           (33,296)           (48,242)            46,754
                                                             -------------      -------------      -------------      -------------
Total other income (expense)                                      (356,483)          (336,809)          (317,480)           (19,152)
                                                             -------------      -------------      -------------      -------------

LOSS FROM OPERATIONS
BEFORE INCOME TAXES                                               (930,449)          (852,491)          (638,899)          (334,203)

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

NET LOSS APPLICABLE TO COMMON SHARES                         $    (930,449)     $    (852,491)     $    (638,899)     $    (334,203)
                                                             =============      =============      =============      =============
NET LOSS PER COMMON SHARE
    Basic                                                    $       (0.01)     $       (0.02)     $       (0.00)     $       (0.00)
                                                             =============      =============      =============      =============
WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic                                                      132,833,598         54,766,857        141,736,928         67,266,889
                                                             =============      =============      =============      =============
</TABLE>

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

                                        4
<PAGE>

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

<TABLE><CAPTION>
                                                                                 For the Six months ended
                                                                              June 30, 2006    June 30, 2005
                                                                              -------------    -------------
CASH FLOW (USED IN) OPERATING ACTIVITIES
<S>                                                                            <C>              <C>
   Net loss                                                                    $  (930,449)     $  (852,491)
   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                        (26,411)          35,109
   Gain on revaluation of derivatives                                             (396,648)            --
   Depreciation                                                                     26,670           16,500
   Amortization of other intangibles                                                 3,193            3,057
   Amortization of debt discounts                                                  413,341             --
   Common stock issued for services and compensation                                60,000           68,342
   Common stock issued for debt conversion discount                                125,406          172,119
   Deferred interest income on convertible debentures                               (7,977)          (6,935)
   Accrued interest expense on notes payable                                          --             14,189
   Accrued interest on related party loans                                            --             11,777
   Accrued interest expense on debentures payable                                     --                372
   Write off of debt issue costs                                                    60,000          113,805
   Changes in certain assets and liabilities:
      Accounts receivable                                                         (160,899)        (126,602)
      Inventory                                                                     13,206             --
        Prepaid expenses and other assets                                          (33,437)         (71,144)
      Accounts payable and accrued liabilities                                     279,708          (71,448)
      Deferred revenue                                                              27,077            9,806
      Related party accounts                                                       (71,309)          26,653
                                                                               -----------      -----------
Total cash (used in) operating activities                                         (618,529)        (656,891)
                                                                               -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                              (49,797)         (83,919)
   Business acquisition costs                                                      (97,000)            --
   Net proceeds from sale of securities available for sale                          22,569             --
   Purchase of convertible debentures                                                 --           (328,695)
                                                                               -----------      -----------
Total cash (used in) financing activities                                         (124,228)        (412,614)
                                                                               -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Repayment of related party loans                                               (118,854)          (4,617)
   Proceeds from notes payable & convertible debentures                            630,000        1,136,196
   Repayment of notes payable & convertible debentures                            (235,000)         (28,709)
   Proceeds of capital leases                                                       21,503           27,344
   Repayment of capital leases                                                     (15,471)         (11,155)
                                                                               -----------      -----------
Total cash provided by (used in) financing activities                              282,178        1,119,059
                                                                               -----------      -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              (460,579)          49,554
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                  1,016,993          346,635
                                                                               -----------      -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                      $   556,414      $   396,189
                                                                               ===========      ===========
CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                            $    13,475      $     4,570
                                                                               ===========      ===========
   Income taxes                                                                $   250,712      $      --
                                                                               ===========      ===========
</TABLE>
          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) (CONTINUED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the six months ended June 30, 2006:
---------------------------------------

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

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

c)   Issued 14,112,208 shares of Class A common stock with a value of $155,622
     for repayment of $64,917 of loans and accrued salaries for two officers of
     the Company.

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

e)   Issued 4,800,000 shares of Class A common stock with a value of $60,000 for
     compensation and bonuses to employees of SWK Technologies, Inc.

f)   On June 2, 2006, the Company concluded the acquisition of AMP-Best
     Consulting, Inc. Pursuant to the asset purchase agreement, Trey issued
     6,000,000 shares of Class A common stock valued at $75,000 to Patrick J.
     Anson, Crandall Melvin III and Michelle Paparo. The net effect on cash
     flows is as follows:

     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.

                                        6
<PAGE>

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

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES (Continued)

For the six months ended June 30, 2005:
---------------------------------------

a)   Issued 22,073,544 shares of Class A Common Stock with a total value of
     $394,342 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 9,162,792 shares of Class A common stock with a value of $237,902
     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.



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

                                        7
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 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 June
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".

                                        8
<PAGE>

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

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

The accompanying 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 to 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.

                                        9
<PAGE>

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

The result of operations for the six months ended June 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.

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).

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.

                                       10
<PAGE>

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


Financing Costs
---------------

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

Income Taxes
------------

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

Stock-Based Compensation
------------------------

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

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 and 75,000 at
June 30, 2006 and 2005, respectively.

                                       11
<PAGE>

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



The shares used in the computations are as follows:

                               For the six                  For the three
                          Months ending June 30,        Months ending June 30,
                            2006          2005           2006          2005
                        -----------    ----------    -----------    ----------
Basic and Diluted
  EPS Purposes          132,833,598    54,766,857    141,736,928    67,266,869

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
six months ended June 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 December 31, 2005, the Company recaptured its
unrealized loss on securities available for sale, and as such, no comprehensive
income or loss exists at June 30, 2006.

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. Prior to December
31, 2005, the Company accounts for its share-based payment transactions under
the provisions of APB 25, which does not necessarily require the recognition of
compensation cost in the financial statements. For the six months ended June 30,
2006, FAS 126R did not have any impact on the financial statements.

                                       12
<PAGE>

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

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 six months
ended June 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
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.

                                       13
<PAGE>

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

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.

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.

                                       14
<PAGE>

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

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

On June 2, 2006, Trey Resources' wholly owned subsidiary, SWK Technologies, Inc.
completed the acquisition of certain assets of AMP-Best Consulting. AMP-Best
Consulting was an information technology company, a value added reseller, and
master developer of the Sage Software family of products. Among the solutions
they sold and supported are: Sage MAS 500 ERP, Sage MAS 90, 200, and 200 SQL,
Sage BusinessWorks, Sage MIP, Sage Abra, ACT! by Sage, Sage CRM, Sage FAS Asset
Accounting and JobOps. As a result of the acquisition, Patrick Anson, Crandall
Melvin III and Michelle Paparo collectively were issued 6,000,000 unregistered
shares of Trey Resources' Class A Common Stock, valued at $75,000. In addition,
the SWK Technologies paid an aggregate of $85,000 at the closing and issued a
$380,000 promissory note to Crandall Melvin III. Payments on the promissory note
commence 120 days from the closing and are for a term of 5 years. The aggregate
amount of consideration paid at the closing of $540,000 was reduced by assets
acquired of $6,519 and $533,481 was recorded as 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 June 30, 2006, management has determined that no further write-down
for impairment is required.

SWK Technologies capitalizes ongoing development costs of their MAPADOC product.
At June 30, 2006, the intangible assets totaled $27,330 net of accumulated
amortization of $9,038.

                                       15
<PAGE>

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

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
$1.2 million as of June 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
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.

In January 2003, as subsequently amended retroactively to January 27, 2003, the
Company entered into an Equity Line of Credit with Cornell Capital Partners, LP.
Pursuant to the Equity Line of Credit, the Company, at their discretion, may
periodically sell to Cornell Capital Partners shares of Class A common stock for
a total purchase price of up to $10.0 million to raise funds for its working
capital needs. Between March 15, 2004 and August 31, 2005, the Company had drawn
down $2.7 million from the Equity Line of Credit. On December 30, 2005, the
Equity Line of Credit was terminated and replaced with two Secured Convertible
Debentures for an aggregate value of $1.8 million. Pursuant to the terms of the
Securities Purchase Agreement executed on the same date, the Company also
received $600,000 on May 2, 2006, 2 business days prior to the filing of the
registration statement with the SEC. The Secured Convertible Debentures accrue
at the annual rate of 7.5%. Payment of principal and accrued interest shall be
paid on or before December 30, 2007. 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 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").

These financing transactions required the Company to register its common stock
under Section 12(g) of the U.S. Securities Exchange Act of 1934 and subsequently
register for resale a number of shares to facilitate these financing
transactions.

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.

                                       16
<PAGE>

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

NOTE 5 - CONVERTIBLE DEBENTURES RECEIVABLE

In November 2004, the Company sold certain intellectual property, representing
the software codes of the Automatic Reminder to Laser Energetics, Inc. (LEI), a
New Jersey based technology company. As part of the sale, the Company was issued
a convertible debenture in the amount of $250,000. The debenture, which bears
interest at the rate of 3% per annum, has a five year term, and is convertible
into shares of LEI Class A Common Stock at a rate equal to fifty percent (50%)
of the average closing bid price of the Class A Common Stock for the four
trading days immediately preceding the conversion date. The convertible
debenture is convertible at the holder's option. As of June 30, 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 six months ending
June 30, 2006, the company converted $18,000 of principal into 1,154,286 share
of Class A Common Stock of Voyager One. Of this amount, 734,286 shares were sold
in the open market for a gain of $26,411. At June 30, 2006, the aggregate value
of the debentures plus deferred interest income is $333,860. The balance of the
Voyager One Common Stock that is unsold, $7,500, is recorded as Securities
available for sale.


NOTE 6 - 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 7.

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 7.

                                       17
<PAGE>

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

During the year ended December 31, 2005 and six months ended June 30, 2006, SWK
Technologies, Inc. drew down $195,000 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 June 30, 2006, the
entire line of credit had been repaid in full. Interest payments during the six
months ending June 30, 2006 were $7,752.

On June 2, 2006, pursuant to the asset purchase agreement with AMP-Best, SWK
Technologies, Inc. issued a $380,000 promissory note to Crandall Melvin III. The
note carries an interest rate of 7.75% and is payable in 60 monthly payments,
commencing 120 days from the closing. As of June 30, 2006, the principal balance
on the note is $380,000 and accrued interest is $2,454.

NOTE 7 - CONVERTIBLE DEBENTURES PAYABLE

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

On June 30, 2003, the Company issued $40,000 and on September 19, 2003, the
Company issued an additional $100,000 in 5% convertible debentures to the
private investors under the subscription agreement. The 20% beneficial
conversion feature was previously recorded as prepaid financing costs, until
such time as the Company's Class A common stock into which the debentures are
convertible was registered and deemed effective by the U.S Securities and
Exchange Commission. The Company completed the effective registration of the
Company's common stock, and any amounts capitalized have been charged to expense
in accordance with EITF Issue 98-5.

During the six months ended June 30, 2006, no additional payments have been
made. Total outstanding principal balance of the convertible debentures at June
30, 2006 was $15,000, plus accrued interest of $3,545.

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. On May 2, 2006, the remaining $600,000 was funded 2 business days
prior to the date the registration statement was filed with the United States
Securities and Exchange Commission.

                                       18
<PAGE>

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

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. 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 may request payment of such amounts in Common Stock of the Obligor at the
Conversion Price then in-effect. A Holder 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
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 meets all restrictions
and that the Company does not enter into default, then the Company would expect
to issue approximately 375,000,000 shares of Common Stock in settlement of the
three secured convertible debentures, over the life of these debentures at the
current Conversion Price of $.008.

The aggregate principal value of the Cornell debentures is $2,334,047 and is
recorded as long term as there are no current obligations under the agreements.
This amount is shown net of the unamortized portion of the discount on
conversion of $1,533,595. 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.

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 June 30, 2006, the Company has incurred $105,543 in Liquidated
Damages and there is no maximum stipulated in the agreement.

                                       19
<PAGE>

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


NOTE 8 - DUE TO RELATED PARTIES

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

Pursuant to the Spin-off from iVoice, the Company has assumed a promissory note
totaling $250,000 payable to Jerry Mahoney, President and Chief Executive
Officer of iVoice and Non- Executive Chairman of the Board of Trey Resources.
This amount is related to funds loaned to iVoice and is unrelated to the
operations of Trey. The note bears interest at the rate of 9.5% per annum on the
unpaid balance until paid or until default. At the time of default (if any) the
interest rate shall increase to 20% until the principal balance has been paid.
Under the terms of the Promissory Note, at the option of the Note holder,
principal and interest can be converted into either (i) one Class B common stock
share of Trey Resources, Inc., par value $0.00001, for each dollar owed, (ii)
the number of Class A common stock shares of iVoice, Inc. calculated by dividing
(x) the sum of the principal and interest that the Note holder has decided to
prepay by (y) fifty percent (50%) of the lowest issue price of Series A common
stock since the first advance of funds under this Note, or (iii) payment of the
principal of this Note, before any repayment of interest. During the six months
ending June 30, 2006, Mr. Mahoney received $125,000 cash payment and $32,459 of
the Company's Class A Common Stock, both of which were applied to the principal
of the loan. At June 30, 2006 the principal balance on this note was $34,649 and
accrued interest was $47,064.

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, 2006, representing unpaid salary,
unpaid expense and auto allowances and the one-time payment in connection with
the Spin-off totaled $748,405.

                                       20
<PAGE>

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

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 six months
ending June 30, 2006, Mr. Meller received $125,000 cash payments and $32,459 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 June 30, 2006, representing unpaid salary,
unpaid expense and auto allowances, and the one-time payment in connection with
the Spin-off, totaled $508,435.

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

In connection with the acquisition of SWK, Inc, the Company assumed a note
payable to Gary Berman, a former shareholder of SWK, Inc. and current
shareholder of Trey. On April 1, 2004, Mr. Berman loaned the company $25,000
pursuant to the Agreement and Plan of Merger and Reorganization among Trey, SWK
and SWK Technologies, Inc. The unsecured note bears interest at 5% per annum and
is payable in bi-weekly amounts of $217. At June 30, 2006, the outstanding
balance to Mr. Berman was $14,597.

In connection with the acquisition of SWK, Inc, the Company assumed a note
payable to Lynn Berman, a former shareholder of SWK, Inc. and current
shareholder of Trey. On April 1, 2004, Ms. Berman loaned the company $25,000
pursuant to the Agreement and Plan of Merger and Reorganization among Trey, SWK
and SWK Technologies, Inc. The unsecured note bears interest at 5% per annum and
is payable in bi-weekly amounts of $217. At June 30, 2006, the outstanding
balance to Ms. Berman was $14,597.

In connection with the acquisition of Wolen Katz, the Company agreed to pay Ms.
Katz $12,000 payable in twelve (12) equal monthly installments commencing on the
90th day following the Closing Date. At June 30, 2006, the outstanding balance
to Ms. Katz was $11,000.

                                       21
<PAGE>

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

NOTE 9 - 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 8 to the Financial Statements for information related to the
     employment agreements between Jerome Mahoney and Mark Meller.

o    The Company has entered into a subscription agreement with certain
     purchasers for the sale of $140,000 in convertible debentures. The notes
     are convertible into Class A common stock at the discretion of the holders.
     During 2004, the Company issued 2,444,177 shares of Trey's Class A common
     stock for repayment of $125,000 of principal. As of June 30, 2006, $15,000
     remained due on the principal and $3,545 was due for accrued interest on
     these debentures.

o    See Note 7 to these Financial Statement for information related to the
     Securities Purchase Agreement, Investors Registration Rights Agreement and
     Secured Convertible Debentures entered into between the Company and Cornell
     Capital Partners, LP. Pursuant to terms of these agreements, Cornell shall
     purchase up to $2,359,047 of secured convertible debentures which shall be
     convertible into shares of the Company's Class A common stock. The
     agreements also require the Company to file a registration statement with
     the SEC and assess liquidated damages for various defaults.

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

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

                                       22
<PAGE>

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

     The Company has also assumed an outstanding promissory note in the amount
     of $250,000 payable to Mr. Mahoney, President and Chief Executive Officer
     of iVoice and Non- Executive Chairman of the Board of Trey Resources. This
     amount is related to funds loaned to iVoice and is unrelated to the
     operations of Trey. The terms of this obligation are further discussed in
     Note 8. As of June 30, 2006, the loan balance is $34,649 plus accrued
     interest of $47,065.


NOTE 10 - COMMON STOCK

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

PREFERRED STOCK

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

CLASS A COMMON STOCK

Class A Common Stock consists of the following as of June 30, 2006:
10,000,000,000 shares of authorized common stock with a par value of $.00001,
150,314,126 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.

For the six months ending June 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.

                                       23
<PAGE>

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

>>   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 14,112,208 shares of its Class A common stock with a
     total value of $155,622 to officers of the Company as repayment of loans
     and accrued salaries. Of this amount, $64,917 was for repayment of
     principal and $90,705 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 4,800,000 shares of Class A common stock for
     compensation and bonuses to employees of SWK Technologies, Inc, valued at
     $60,000.

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. Class B stock has voting rights of 1 to 100 with
respect to Class A Common Stock. As of June 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.

CLASS C COMMON STOCK

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

                                       24
<PAGE>

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

NOTE 12 - 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 12 - SUBSEQUENT EVENTS

>>   On August 1, 2006, the Company sent notice to Voyager One of its intent to
     convert $10,695 of principal on the Voyager One Debenture into 1,069,521
     shares of Class A Common Stock of Voyager One. On August 2, 2006, the
     Company received a notice to redeem from Voyager One that they will be
     exercising their option to pay the convert in cash, within 3 days of the
     notice. On August 11, 2006, the Company received a check for $16,802 from
     Voyager One in settlement of this conversion notice.

>>   On August 8, 2006, the Company sent notice to Voyager One of its intent to
     convert $35,000 of principal on the Voyager One Debenture into 1,000,000
     shares of Class A Common Stock of Voyager One. As of the date of this
     filing, the Company has not received these shares.

                                       25
<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.

SIX MONTHS ENDING JUNE 30, 2006 COMPARED TO SIX MONTHS ENDING JUNE 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 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.

                                       26
<PAGE>

Revenues for the six month period ended June 30, 2006 were $2,907,706 as
compared to sales of $1,964,941 for the six month period ending June 30, 2005,
an increase of $942,765, or 48.0%. These sales were all generated by the
Company's operating subsidiary, SWK Technologies ("SWKT"). SWKT sales increased
as the result of increased focus by management on marketing and sales across all
its product lines, as well as a contribution to sales from AMP-Best Consulting,
Inc, which SWKT acquired on June 2, 2006.

The gross profit for the six months ended June 30, 2006 of $1,087,168 represents
the gross profit of SWKT. As a percentage of sales, gross margin was 37.4% for
the six-month period ending June 30, 2006. Gross profit for the six months ended
June 30, 2005 was $741,061, which was 37.7% of sales. Total gross profit
increased by $346,107 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 decreased. 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 $1,661,134 for the six-month period ending June
30, 2006, an increase of $404,391 over the six-month period ending June 30,
2005, which totaled $1,256,743. 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 six months ended June 30, 2006 were an
expense of $356,483, an increase of $19,674 in other expenses over the six-month
period ending June 30, 2005. The increase in other expenses primarily reflects
an increase of $55,664 in interest expense on outstanding indebtedness, an
increase of $366,628 in amortization of debt conversion discounts and a decrease
of $109,355 in other income. These changes were offset primarily by an increase
of $61,520 in the gain on sales of securities available for sale, a gain on
revaluation of derivatives of $396,648, and a decrease in the write off of
financing costs in the amount of $53,805.

Net loss for the six-month period ending June 30, 2006 was $930,449 as compared
to net loss of $852,491 for the six-month period ending June 30, 2005. The
increase in net loss of $77,958 for the respective periods was a result of the
factors discussed above.

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

                                       27
<PAGE>

Revenues for the three month period ended June 30, 2006 were $1,568,772 as
compared to sales of $955,527 for the three-month period ending June 30, 2005,
an increase of $613,245, or 64.2%. 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 June 30, 2006 of $570,777 represents
the gross profit of SWKT. As a percentage of sales, gross margin was 36.4% for
the three-month period ending June 30, 2006. Gross profit for the three months
ended June 30, 2005 was $345,525, which was 36.2% of sales. Total gross profit
increased by $225,252 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 $892,196 for the three-month period ending June
30, 2006, an increase of $231,620 over the three-month period ending June 30,
2005, which totaled $660,576. 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 June 30, 2006 were an
expense of $317,480, an increase of $298,328 in other expenses over the
three-month period ending June 30, 2005. The increase in other expenses
primarily reflects an increase of $94,996 in interest expense on outstanding
indebtedness, an increase of $241,033 in amortization of debt conversion
discounts, an increase of $60,000 on the write off of financing costs, and a
decrease of $75,458 in other income. These changes were offset primarily by an
increase of $49,453 in the gain on sales of securities available for sale and a
gain on revaluation of derivatives of $123,706.

Net loss for the three-month period ending June 30, 2006 was $638,899 as
compared to net loss of $334,203 for the three-month period ending June 30,
2005. The increase in net loss of $304,696 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 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.

                                       28
<PAGE>

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

In January 2003, the Company entered into a subscription agreement with certain
accredited investors to issue $250,000 in convertible debentures, with interest
payable at 5% per annum. On 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 June 30, 2006, $15,000 remained due on the principal and $3,543 was due
for accrued interest on these debentures.

On December 30, 2005, Trey issued to Cornell two Secured Convertible Debentures
("Cornell Debentures") for the value of $1,159,047 and $600,000, respectively.
On May 2, 2006, Cornell provided the third Secured Convertible Debenture for a
value of $600,000 which was 2 business days prior to the filing of the
registration statement with the SEC. The debentures are due on December 30, 2007
and May 2, 2008, respectively, and carry an interest rate of 7.5% per annum. The
principal and accrued interest on the debentures are convertible into shares of
Class A Common Stock at a price per share equal to 90% of the lowest closing bid
price of our Class A Common Stock for the thirty trading days immediately
preceding conversion. The aggregate balance due of the Cornell debentures at
June 30, 2006 is $2,407,213 for principal and interest.

In connection with the acquisition of SWK, Inc. Trey has assumed a total of
$664,642 in liabilities and has borrowed an additional $35,000 from an unrelated
third party. Of the liabilities assumed, a total of $216,372 has been repaid by
Trey at the closing and the $35,000 note is being paid at the rate of $1,500 per
week. As of June 30, 2006, the entire balance 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 June 30, 2006 is $133,213. 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

                                       29
<PAGE>

Reminder business. This amount is related to funds loaned to iVoice and
unrelated to the operations of Trey. Trey, for value received, promised to pay
Mr. Mahoney the principal sum of $250,000 at the rate of 9.5% per annum on the
unpaid balance until paid or until default. Interest payments are due annually.
At the time of default (if any) the interest rate shall increase to 20% until
the principal balance has been paid. Under the terms of the Promissory Note, at
the option of the Note holder, principal and interest can be converted into
either (i) one share of Class B Common Stock of Trey, par value $0.00001, for
each dollar owed, (ii) the number of shares of Class A Common Stock of Trey
calculated by dividing (x) the sum of the principal and interest that the Note
holder has decided to prepay by (y) fifty percent (50%) of the lowest issue
price of Series A Common Stock since the first advance of funds under this Note,
or (iii) payment of the principal of this Note, before any repayment of
interest. At June 30, 2006, the principal on this note was $34,649 and accrued
interest was $49,064.

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 June 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 six-month period ending June 30, 2006, SWK Technologies, Inc. drew
down $195,000 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 June 30, 2006, the entire balance of the line of
credit has been repaid in full.

In connection with the acquisition of AMP-Best consulting, Inc., SWKT issued a
note in the 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 six months ended June 30, 2006, Trey had a net decrease in cash of
$460,579. Trey's principal sources and uses of funds were as follows:

CASH USED BY OPERATING ACTIVITIES. Trey used $618,529 in cash for operating
activities in the six months ended June 30, 2006, a decrease of $38,362 in cash
used in operations as compared to cash used for operating activities of $656,891
in the six months ended June 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.

                                       30
<PAGE>

CASH USED BY INVESTING ACTIVITIES. Investing activities for the six months ended
June 30, 2006 used $124,228 for the purchase and upgrade of computers and
network equipment, and business acquisition costs, offset by net proceeds
realized from the sale of securities. Investing activities for the six months
ended June 30, 2005 used $412,614. Of this amount, $83,919 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 six months
ended June 30, 2006 resulted in the Company receiving a total of $282,178 in
cash. This total primarily consisted of net proceeds from the issuance of
convertible debentures in the amount of $630,000 and proceeds from capital
leases of $21,503. This was offset by repayments of related party loans of
$118,854, repayments of notes payable and convertible debentures of $235,000,
and repayment of capital leases of $15,471. Financing activities in the six
months ended June 30, 2005 provided a total of $1,119,059 in cash. This total
primarily consisted of $1,136,196 in note payable proceeds representing advances
under the equity line of credit with Cornell Capital Partners and an additional
borrowing of $100,000 from an unrelated party. In addition, some of the new
equipment purchases were financed by the supplier for a total of $27,344

FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

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

                                       31
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

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

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

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.



                                       32
<PAGE>

                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS


     10.1      Asset Purchase Agreement (the "Asset Purchase Agreement") dated
               May 31, 2006 by and among AMP-Best Consulting, Inc., a New York
               corporation, Patrick J. Anson, an individual, Crandall Melvin
               III, an individual, Michelle A. Paparo, an individual and SWK
               Technologies, Inc. incorporated herein by reference to Exhibit
               10.1 of the Current Report on Form 8-K dated June 2, 2006.

     10.2      Promissory Note dated June 1, 2006 for the sum of $380,000
               payable to Crandall Melvin III incorporated herein by reference
               to Exhibit 10.2 of the Current Report on Form 8-K dated June 2,
               2006.

     10.3      Lease Agreement date June 1, 2006 by and between SWK
               Technologies, Inc. and Crandall Melvin III incorporated herein by
               reference to Exhibit 10.3 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.4      Employment Agreement dated June 1, 2006 by and between SWK
               Technologies, Inc. and Patrick J. Anson incorporated herein by
               reference to Exhibit 10.4 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.5      Employment Agreement dated June 1, 2006 by and between SWK
               Technologies, Inc. and Crandall Melvin III incorporated herein by
               reference to Exhibit 10.5 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.6      Employment Agreement dated June 1, 2006 by and between SWK
               Technologies, Inc. and Michelle A. Paparo incorporated herein by
               reference to Exhibit 10.6 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.7      Note and Agreement dated August 1, 2005 by and between SWK
               Technologies, Inc. and Bank of America, N.A. filed herein.

     10.8      Security Agreement dated August 1, 2005 by and between SWK
               Technologies, Inc. and Bank of America, N.A. filed herein.

     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.

                                       33
<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: August 21, 2006
    ------------------------
    Mark Meller, President,
    Chief Executive Officer and
    Principal Accounting Officer


























                                       34
<PAGE>

                                INDEX OF EXHIBITS

     10.1      Asset Purchase Agreement (the "Asset Purchase Agreement") dated
               May 31, 2006 by and among AMP-Best Consulting, Inc., a New York
               corporation, Patrick J. Anson, an individual, Crandall Melvin
               III, an individual, Michelle A. Paparo, an individual and SWK
               Technologies, Inc. incorporated herein by reference to Exhibit
               10.1 of the Current Report on Form 8-K dated June 2, 2006.

     10.2      Promissory Note dated June 1, 2006 for the sum of $380,000
               payable to Crandall Melvin III incorporated herein by reference
               to Exhibit 10.2 of the Current Report on Form 8-K dated June 2,
               2006.

     10.3      Lease Agreement date June 1, 2006 by and between SWK
               Technologies, Inc. and Crandall Melvin III incorporated herein by
               reference to Exhibit 10.3 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.4      Employment Agreement dated June 1, 2006 by and between SWK
               Technologies, Inc. and Patrick J. Anson incorporated herein by
               reference to Exhibit 10.4 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.5      Employment Agreement dated June 1, 2006 by and between SWK
               Technologies, Inc. and Crandall Melvin III incorporated herein by
               reference to Exhibit 10.5 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.6      Employment Agreement dated June 1, 2006 by and between SWK
               Technologies, Inc. and Michelle A. Paparo incorporated herein by
               reference to Exhibit 10.6 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.7      Note and Agreement dated August 1, 2005 by and between SWK
               Technologies, Inc. and Bank of America, N.A. filed herein.

     10.8      Security Agreement dated August 1, 2005 by and between SWK
               Technologies, Inc. and Bank of America, N.A. filed herein.

     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.

                                       35