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

                       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 MARCH 31, 2007

                                       OR

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

      For the transition period from ________________ to ________________

                        Commission file number: 000-50302




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


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

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




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

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

Securities registered under Section 12(g) of the Exchange Act: CLASS A COMMON,
                                                               $.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 May 14, 2007:                 387,767,125

================================================================================
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006



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


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

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

         Balance Sheet - March 31, 2007                                    2 - 3

         Statements of Operations - For the three months
         ended March 31, 2007 and 2006                                         4

         Statements of Cash Flows - For the three months ended
         March 31, 2007 and 2006                                           5 - 6

         Notes to Condensed Consolidated Financial Statements             7 - 22

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

         Item 3.  Controls and Procedures                                     29




PART II. OTHER INFORMATION

         Item 6.  Exhibits                                                    30








                                        1
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                 MARCH 31, 2007


<TABLE><CAPTION>
                                    ASSETS
                                    ------
<S>                                                                          <C>
CURRENT ASSETS
Cash and cash equivalents                                                    $    633,813
Securities available for sale                                                      31,515
Accounts receivable, net of allowance for doubtful accounts of $42,036            844,848
Inventory                                                                          33,282
Prepaid expenses and other current assets                                         156,041
                                                                             ------------
       Total current assets                                                     1,699,499
                                                                             ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $160,988               246,360

OTHER ASSETS
Intangible assets, net of accumulated amortization of $146,953                    445,528
Convertible debentures, net of allowance for doubtful accounts of $267,815        184,387
Deposits and other assets                                                          36,399
                                                                             ------------
       Total other assets                                                         666,314
                                                                             ------------

TOTAL ASSETS                                                                 $  2,612,173
                                                                             ============

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

CURRENT LIABILITIES
Accounts payable and accrued expenses                                        $  1,749,589
Due to related parties                                                          1,326,697
Deferred revenue                                                                  125,612
Current portion of convertible debentures payable, net of discounts             1,018,079
Current portion of long term debt                                                 120,549
Current portion of derivative liability                                           694,090
Warrant liability                                                                  75,450
Notes payable to related parties                                                  404,747
                                                                             ------------
                                                                                5,514,813
                                                                             ------------

LONG TERM DEBT
Convertible debentures payable, net of discounts, net of current portion          331,474
Derivative liability, net of current portion                                      292,948
Obligations under capital leases - non-current                                     15,674
                                                                             ------------
       Total long term liabilities                                                640,096
                                                                             ------------

TOTAL LIABILITIES                                                            $  6,154,909
                                                                             ------------
COMMITMENTS AND CONTINGENCIES                                                          --
</TABLE>


 See accompanying footnotes to the condensed consolidated financial statements.

                                        2
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (CONTINUED)
                                 MARCH 31, 2007




<TABLE><CAPTION>
<S>                                                                          <C>
STOCKHOLDERS' DEFICIT
Preferred stock, $1.00 par value; authorized 1,000,000 shares;
     no shares issued and outstanding                                        $         --
Common stock:
  Class A - par value $.00001; authorized 10,000,000,000 shares;
     244,670,988 shares issued and outstanding                                      2,447
  Class B - par value $.00001; authorized 50,000,000 shares;
     no shares issued and outstanding                                                  --
  Class C - par value $.00001; authorized 20,000,000 shares;
     no shares issued and outstanding                                                  --
Additional paid in capital                                                      4,324,849
Additional paid in capital - warrants                                             125,166
Accumulated deficit                                                            (7,995,198)
                                                                             ------------
         Total stockholders' deficit                                           (3,542,736)
                                                                             ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                  $  2,612,173
                                                                             ============
</TABLE>








 See accompanying footnotes to the condensed consolidated financial statements.

                                        3
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)




<TABLE><CAPTION>
                                                      For the Three Months Ended
                                                               March 31,
                                                     ----------------------------
                                                         2007            2006
                                                     ------------    ------------
<S>                                                  <C>             <C>
SALES, net                                           $  2,118,358    $  1,338,934

COST OF SALES                                           1,319,454         822,543
                                                     ------------    ------------

GROSS PROFIT                                              798,904         516,391
                                                     ------------    ------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    Selling expenses                                      310,478         301,917
    General and administrative expenses                   447,411         452,157
    Depreciation and amortization                          77,992          14,864
                                                     ------------    ------------
Total selling, general and administrative expenses        835,881         768,938
                                                     ------------    ------------

LOSS FROM OPERATIONS                                      (36,977)       (252,547)
                                                     ------------    ------------
OTHER INCOME (EXPENSE)
    Gain on revaluation of derivatives                    154,671         272,942
    Amortization of discount on debt conversion          (243,367)       (254,618)
    Gain on sales of securities available for sale         55,663          12,067
    Other income (expense)                                (64,435)        (28,676)
    Interest expense                                      (57,148)        (40,718)
                                                     ------------    ------------
Total other income (expense)                             (154,616)        (39,003)
                                                     ------------    ------------

LOSS FROM OPERATIONS BEFORE INCOME TAXES                 (191,593)       (291,550)

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

NET LOSS APPLICABLE TO COMMON SHARES                 $   (191,593)   $   (291,550)
                                                     ============    ============
NET LOSS PER COMMON SHARE
    Basic and Diluted                                $      (0.00)   $      (0.00)
                                                     ============    ============
WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic and Diluted                                 201,848,814     119,358,391
                                                     ============    ============
</TABLE>


 See accompanying footnotes to the condensed consolidated financial statements.

                                        4
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



<TABLE><CAPTION>
                                                                             For the Three months
                                                                                Ended March 31
                                                                         ----------------------------
                                                                             2007            2006
                                                                         ------------    ------------
<S>                                                                      <C>             <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
   Net loss                                                              $   (191,593)   $   (291,550)
   Adjustments to reconcile net loss to net cash provided by (used in)
     operating activities, net of effects of acquisition
   Net gain on sale of securities available for sale                          (55,663)        (12,067)
   Gain on revaluation of derivatives                                        (154,671)       (272,942)
   Depreciation and amortization                                               28,620          13,335
   Amortization of other intangibles                                           49,373           1,529
   Amortization of debt discounts                                             243,367         212,754
      Common stock issued for debt conversion discount                         69,926          41,864
      Common stock issued for services                                         28,250              --
      Deferred interest income on convertible debentures                       (2,109)         (4,015)
   Changes in certain assets and liabilities:
      Accounts receivable                                                     (46,043)       (101,620)
      Inventory                                                                18,012           6,586
      Prepaid expenses and other assets                                       (58,857)        (11,685)
      Accounts payable and accrued liabilities                                286,849         (73,115)
      Deferred revenue                                                         15,961          18,050
      Related party accounts                                                   15,182         (98,155)
                                                                         ------------    ------------
Total cash provided by (used in) operating activities                         246,604        (571,031)
                                                                         ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                          (8,624)        (29,472)
   Net proceeds of sale of securities available for sale                       85,661              --
   Purchase of intangible assets                                               (7,000)             --
                                                                         ------------    ------------
Total cash provided by (used in) financing activities                          70,037         (29,472)
                                                                         ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Repayment of related party loans                                           (43,675)       (127,225)
   Proceeds from notes payable & convertible debentures                            --          40,000
   Proceeds of capital leases                                                      --          19,261
   Repayment of capital leases                                                (12,603)         (6,588)
                                                                         ------------    ------------
Total cash (used in) financing activities                                     (56,278)        (74,552)
                                                                         ------------    ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          260,363        (675,055)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                               373,450       1,016,993
                                                                         ------------    ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                $    633,813    $    341,938
                                                                         ============    ============
CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                      $     13,906    $      6,390
                                                                         ============    ============
   Income taxes                                                          $         --    $    250,712
                                                                         ============    ============
</TABLE>

 See accompanying footnotes to the condensed consolidated financial statements.

                                        5
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the three months ended March 31, 2007:

a)   Issued 3,950,000 shares of Class A common stock with a value of $8,090 for
     repayment of accrued salaries for two officers of the Company.

b)   Issued 54,831,249 shares of Class A Common Stock with a total value of
     $196,075 for conversion of $166,000 of principal on outstanding debentures
     with Cornell Capital Partners, LP.

c)   Issued 3,950,000 shares of Class A common stock with a value of $19,750 for
     compensation and bonuses to employees of SWK Technologies, Inc.

d)   Issued 18,818,442 shares of Class A common stock with a value of $63,506
     for conversion of $31,353 of debt for legal services.

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

For the three months ended March 31, 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 5,937,208 shares of Class A common stock with a value of $53,435 for
     repayment of accrued salaries for two officers of the Company.


 See accompanying footnotes to the condensed consolidated financial statements.

                                        6
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

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

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

Certain intellectual property, representing the software codes of the Automatic
Reminder, was sold in November 2004 to Laser Energetics, Inc. (LEI), a New
Jersey based technology company. The Company received 10 million shares of Laser
Energetics Class A Common Stock and was further issued a convertible debenture
by Laser Energetics, Inc. in the amount of $250,000. The debenture, which bears
interest at the rate of 3% per annum, has a five year term, and is convertible
into shares of LEI Class A Common Stock at a rate equal to fifty percent (50%)
of the average closing bid price of the Class A Common Stock for the four
trading days immediately preceding the conversion date. The convertible
debenture is convertible at the holder's option. On May 16, 2005, the 10 million
shares of Laser Energetics Class A Common Stock were assigned to iVoice, Inc. as
settlement of all Administrative Fees owed by the Company to iVoice. As of March
31, 2007, the Company has determined that the value of the debenture was
significantly impaired and the entire debenture, including the accrued interest
income for 2006 and 2007, were written down to zero as a provision for doubtful
accounts.

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

                                        7
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include
the accounts of Trey Resources, Inc. (the "Company" or "Trey") and its wholly
owned subsidiaries, SWK Technologies, Inc. and BTSG Acquisition Corp. On
February 11, 2004, the Company was spun off from iVoice, Inc. and is now an
independent publicly traded company. These condensed consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information and with the
instructions to Form 10-QSB and Regulation S-B. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) considered
necessary for a fair presentation have been included. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
December 31, 2006 audited financial statements and the accompanying notes
thereto filed with the Securities and Exchange Commission on Form 10-KSB.

On March 1, 2005, Trey Resources' wholly-owned subsidiary, SWK Technologies,
Inc., executed an employment agreement with Mr. Andrew Rudin of Business
Consulting Solutions LLC ("BCS"), whereby Mr. Rudin was to be paid a commission
in cash and stock of Trey Resources in the event he was successful in arranging
for the clients of BCS to transfer over to SWKT. On March 25, 2005, this
employment agreement was amended that made the commission payable to Mr. Rudin
contingent upon the retention of the clients transferred from BCS through March
1, 2007 and payable over a thirty-six month period from the employment
agreement's commencement date. Following the successful transfer of BCS clients
to SWKT, SWKT will assume responsibility for maintenance and support of the BCS
clients.

On February 7, 2006, Trey Resources' wholly-owned subsidiary, SWK Technologies,
Inc., executed an asset purchase agreement and employment agreement with Ms.
Jodie Katz of Wolen Katz Associates ("Wolen Katz"), whereby Ms. Katz was paid
compensation in cash and stock of Trey Resources for successfully arranging for
the clients of Wolen Katz to transfer over to SWKT. The cash portion of the
compensation is payable in twelve (12) equal monthly installments commencing on
the 90th day following the Closing Date. Following the successful transfer of
Wolen Katz clients to SWKT, SWKT assumed responsibility for maintenance and
support of the BCS clients.

The result of operations for the three months ended March 31, 2007 and 2006 are
not necessarily indicative of the results to be expected for the full year. For
further information, refer to the financial statements and footnotes included in
Form 10-KSB for the year ended December 31, 2006. References to the "Company,"
"we," "us," and "our" refer to Trey Resources Inc. and its subsidiaries.

                                        8
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

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 Company had cash
equivalents at March 31, 2007 of $198,487. The cash equivalents represent
investments in Triple A credit rated money market funds that have 7 day auction
rates competitive with current market conditions.

The Company maintains cash balances at a financial institution that is insured
by the Federal Deposit Insurance Corporation up to $100,000. The Company has
uninsured cash balances at March 31, 2007 of $333,306.

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).

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

                                        9
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

Property and Equipment Property and equipment is stated at cost. Depreciation is
computed using the straight-line method based upon the estimated useful lives of
the assets, generally five to seven years. Maintenance and repairs are charged
to expense as incurred.

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

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

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

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

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

The computation of basic EPS is computed by dividing income available to common
stockholders by weighted average number of common shares during the period.
Diluted earnings per share gives effect to all dilutive potential common shares
outstanding during the period. The computation of diluted EPS does not assume
conversion, exercise, or contingent exercise of

                                       10
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

securities that would have an anti-dilutive effect on earnings resulting from
the Company's net loss position.

                                                         For the three
                                                     Months ending March 31,
                                                      2007            2006
                                                  ------------    ------------
Net loss from continuing operations               $   (191,593)   $   (291,550)
                                                  ============    ============
Weighted-average common shares outstanding         201,848,814     119,358,391
                                                  ============    ============
Net loss per common share from continuing
  operations                                      $      (0.00)   $      (0.00)
                                                  ============    ============

The Company had common stock equivalents of 7,075,000 at March 31, 2007 and
2006, respectively.

DERIVATIVE LIABILITIES
During April 2003, the Financial Accounting Standards Board issued SFAS 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities."
SFAS 149 amends and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities under SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities." The statement requires that contracts with comparable
characteristics be accounted for similarly and clarifies when a derivative
contains a financing component that warrants special reporting in the statement
of cash flows. SFAS 149 is effective for contracts entered into or modified
after June 30, 2003, except in certain circumstances, and for hedging
relationships designated after June 30, 2003. The financial statements for the
three months ended March 31, 2007 include the recognition of the derivative
liability on the underlying securities issuable upon conversion of the Cornell
Convertible Debentures.

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

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

                                       11
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

transaction. Goodwill on this transaction amounted to $1,008,040, which
represented amounts paid in excess of the fair market value of the acquired
assets and liabilities assumed of SWK, Inc. On November 11, 2004, Trey
Resources' wholly-owned subsidiary, BTSG Acquisition Corp. completed the
acquisition of certain assets of Business Tech Solutions Group, Inc. Business
Tech Solutions Group, Inc. was a value added reseller for Sage Software's
Business Works financial accounting software. As a result of the acquisition,
Business Tech Solutions Group, Inc.'s shareholder was issued, in exchange for
certain assets of Business Tech Solutions Group, Inc., 648,149 restricted shares
of Trey Resources' Class A Common Stock. In addition, Business Tech also
received $19,000 of cash at the closing. The aggregate amount of this
transaction, $54,000, was recorded as Goodwill.

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

On June 2, 2006, Trey Resources' wholly owned subsidiary, SWK Technologies, Inc.
completed the acquisition of certain assets of AMP-Best Consulting. AMP-Best
Consulting was an information technology company, a value added reseller, and
master developer of the Sage Software family of products. Among the solutions
they sold and supported are: Sage MAS 500 ERP, Sage MAS 90, 200, and 200 SQL,
Sage BusinessWorks, Sage MIP, Sage Abra, ACT! by Sage, Sage CRM, Sage FAS Asset
Accounting and JobOps. As a result of the acquisition, Patrick Anson, Crandall
Melvin III and Michelle Paparo collectively were issued 6,000,000 unregistered
shares of Trey Resources' Class A Common Stock, valued at $75,000. In addition,
the SWK Technologies paid an aggregate of $85,000 at the closing and issued a
$380,000 promissory note to Crandall Melvin III. Payments on the promissory note
commence 120 days from the closing and are for a term of 5 years. The aggregate
amount of consideration paid at the closing of $540,000 was reduced by assets
acquired of $6,519 and $533,481 was recorded as other intangible assets,
customer list and are being amortized over a three year period.

These acquisitions are being valued by the strength of the client lists and as
such have been reviewed for impairment. At December 31, 2006, management
determined that the goodwill acquired in 2006 and prior periods should be
impaired by $1,062,040 based on the reduced repeat sales from the clients
acquired at the acquisition. In doing so, management has determined that no
further write-down for impairment is required.

SWK Technologies capitalizes ongoing development costs of their MAPADOC product.
At March 31, 2007, the intangible assets totaled $31,151 net of accumulated
amortization of $13,528.

                                       12
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

NOTE 4 - GOING CONCERN

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

The Company has suffered recurring losses, experiences a deficiency of cash flow
from operations, and current liabilities exceeded current assets by
approximately $3.9 million, as of March 31, 2007. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
The recoverability of a major portion of the recorded asset amounts shown in the
accompanying consolidated balance sheet is dependent upon continued operations
of the Company, which in turn, is dependent upon the Company's ability to raise
capital and/or generate positive cash flows from operations.

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

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

NOTE 5 - 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 March 31, 2007, the
Company has determined that value of the debenture was significantly impaired
and the entire debenture, including the accrued interest income for 2006 and
2007, were written down to zero as a provision for doubtful accounts.

In January 2005, the Company purchased $328,695 of Voyager One, Inc. convertible
debentures from Cornell Capital Partners. The debentures, which bear interest at
the rate of 5% per annum, 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.

                                       13
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

During the three months ending March 31, 2007, the company converted $61,500 of
principal into 4,573,788 shares of Class A Common Stock of Voyager One. At March
31, 2007, the aggregate value of the debentures plus deferred interest income is
$184,387.

NOTE 6- NOTES PAYABLE

In January 2005, the Company issued the sixth promissory note payable to Cornell
Capital Partners, LP for $1,150,000 for advances on the equity-line financing
agreement entered into with Cornell in January 2003. The notes mature 120 days
from the date of issue with interest accruing at 12% per annum on any balance
left unpaid after the maturity date. As of December 31, 2005, $325,000 was
repaid for principal through the issuance of 32,559,098 shares of Class A common
stock. On December 30, 2005, the balance of the principal ($825,000) and accrued
interest ($126,091) was transferred to a Secured Convertible Debenture as
discussed below.

In August 2005, the Company issued a promissory note payable to Cornell Capital
Partners, LP for $200,000 for advances on the equity-line financing agreement
entered into with Cornell in January 2003. The notes mature 120 days from the
date of issue with interest accruing at 12% per annum on any balance left unpaid
after the maturity date. On December 30, 2005, the balance of the principal
($200,000) and accrued interest ($7,956) was transferred to a Secured
Convertible Debenture as discussed below.

During the three months ended March 31, 2007, SWK Technologies, Inc. repaid
$28,000 on its line of credit with Fleet National Bank, a Bank of America
company. The secured line of credit bears interest at prime plus 1% (9.25% at
March 31, 2007) per annum, which can change with the fluctuations in the prime
rate. Monthly payments of interest only in arrears shall be due and payable on
the 4th of each month and these have been paid. Principal shall be due and
payable on demand from Fleet National Bank. As of March 31, 2007, the aggregate
balance of the line of credit is $0. Interest payments during the three months
ending March 31, 2007 were $201.

On December 30, 2005, the various promissory notes payable to Cornell Capital
Partners, LP were terminated and replaced with a Secured Convertible Debenture
for the principal amount of $1,159,047, as discussed in Note 7.

On December 30, 2005, the Company issued a Secured Convertible Debenture for the
principal amount of $600,000 to Cornell Capital Partners, LP. as discussed in
Note 7.

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

                                       14
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

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 March 31, 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 three months ended March 31,
2007, no additional payments have been made. Total outstanding principal balance
of the convertible debentures at March 31, 2007 was $15,000, plus accrued
interest of $4,108.

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

Interest on the outstanding principal balance of the Secured Convertible
Debentures accrues at the annual rate of 7.5%. Payment of principal and accrued
interest shall be paid on or before December 30, 2007 on the 2005 debentures and
May 2, 2008 for the 2006 debenture. The Company has the option to redeem a
portion or all of the outstanding debentures at 120% of the amount redeemed plus
accrued interest. The holder shall be entitled to convert in whole or in part
at any time and from time to time, any amount of principal and accrued interest
at a price equal to 90% of the lowest closing bid price of the Common Stock
during the 30 trading days immediately preceding the conversion date, as quoted
by Bloomberg, LP ("Conversion Price"). In the event of a default, the full
principal amount of this Debenture, together with interest and other amounts
owing, shall be due and payable in cash, provided however, the holder of the
debenture may request payment of such amounts in Common Stock of the Obligor at
the Conversion Price then in-effect. A holder of the debenture may not convert
this Debenture or

                                       15
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

receive shares of Common Stock as payment of interest hereunder to the extent
such conversion or receipt of such interest payment would result in the holder
of the debenture beneficially owning in excess of 4.9% of the then issued and
outstanding shares of Common Stock, including shares issuable upon conversion
of, and payment of interest on, this Debenture. Providing that the holder of the
debenture meets all restrictions and that the Company does not enter into
default, then the Company would expect to issue approximately 344,000,000 shares
of Common Stock in settlement of the three secured convertible debentures, over
the life of these debentures at the current Conversion Price of $.0075.

During the three months ended March 31, 2007, the Company issued 54,831,249
shares of Class A common stock for repayment of $166,000 of principal on the
convertible debenture held by Cornell Capital Partners, LP.

The aggregate principal value of the Cornell debentures is $2,138,047. This
amount is shown net of the unamortized portion of the discount on conversion of
$803,494. This discount is being amortized over the life of the debenture and is
being recorded as a charge to amortization of discount on debt conversion on the
statement of operations.

NOTE 8 - INCOME TAXES

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

At March 31, 2007, deferred tax assets consist of the following:

     Deferred tax assets                         $ 2,528,000
     Less: Valuation allowance                    (2,528,000)
                                                 -----------
     Net deferred tax assets                     $      --
                                                 ===========

At March 31, 2007, the Company had a federal net operating loss carry forward in
the approximate amounts of $6,005,000 available to offset future taxable income.
The Company established valuation allowances equal to the full amount of the
deferred tax assets due to the uncertainty of the utilization of the operating
losses in future periods.

NOTE 9 - DUE TO RELATED PARTIES

Pursuant to the Spin-off, the Company entered into an Administrative Services
Agreement whereby iVoice will provide the Company with services in such areas as
information management and technology, employee benefits administration,
payroll, financial accounting and

                                       16
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

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

Pursuant to the Spin-off from iVoice, the Company has assumed a promissory note
totaling $250,000 payable to Jerry Mahoney, President and Chief Executive
Officer of iVoice and Non- Executive Chairman of the Board of Trey Resources.
This amount is related to funds loaned to iVoice and is unrelated to the
operations of Trey. The note bears interest at the rate of 9.5% per annum on the
unpaid balance until paid or until default. At the time of default (if any) the
interest rate shall increase to 20% until the principal balance has been paid.
Under the terms of the Promissory Note, at the option of the Note holder,
principal and interest can be converted into either (i) one Class B common stock
share of Trey Resources, Inc., par value $0.00001, for each dollar owed, (ii)
the number of Class A common stock shares of iVoice, Inc. calculated by dividing
(x) the sum of the principal and interest that the Note holder has decided to
prepay by (y) fifty percent (50%) of the lowest issue price of Series A common
stock since the first advance of funds under this Note, or (iii) payment of the
principal of this Note, before any repayment of interest. At March 31, 2007 the
principal on this note was $25,819 and accrued interest was $49,181.

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 March 31, 2007, representing unpaid salary,
unpaid expense and auto allowances, the one-time payment in connection with the
Spin-off, liabilities assumed in the Spin-off and interest on the liabilities
assumed in the Spin-off totaled $795,281.

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.

                                       17
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

Total amounts owed to Mr. Meller at March 31, 2007, representing unpaid salary,
unpaid expense and auto allowances, and the one-time payment in connection with
the Spin-off, totaled $531,416.

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 March 31, 2007, the outstanding
balance to Mr. Berman was $10,939.

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 March 31, 2007, the outstanding
balance to Ms. Berman was $10,939.

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 March 31, 2007, the outstanding balance
to Ms. Katz was $2,000.

In connection with the acquisition of AMP-Best, the Company agreed to collect
some outstanding receivables and to pay some outstanding payables of the
previous company. At December 31, 2006, the outstanding balance due to the
previous owners of AMP-Best was $33,497.

Pursuant to the asset purchase agreement with AMP-Best, SWK Technologies, Inc.
issued a $380,000 promissory note to Crandall Melvin III. The note carries an
interest rate of 7.75% and is payable in 60 monthly payments, commencing 120
days from the closing. As of March 31, 2007, the principal balance on the note
is $355,050.

                                       18
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

NOTE 10 - COMMITMENTS AND CONTINGENCIES

o    The Company does not own any real property for use in its operations or
     otherwise. On June 10, 2005, the Company consolidated its two New Jersey
     offices and moved into 6,986 square feet of space at 5 Regent Street,
     Livingston, NJ 07039 at a monthly rent of $7,423. In addition, it sublets
     1,090 square feet of space in Clifton, NJ at a monthly rent of $1,998.
     Effective March 15, 2005, the Company entered into a lease for 621 square
     feet of space at 900 Walt Whitman Road, Melville, NY 11747, at a monthly
     rent of $932. On October 30, 2005, entered into a one-year lease for office
     space at 1902 Wright Place, Carlsbad, CA 92008, at a monthly rent of $567.
     On June 2, 2006, the Company entered into a two-year lease for office space
     at 6834 Buckley Road, North Syracuse, New York, at a monthly rent of
     $1,800. The Company uses its facilities to house its corporate headquarters
     and operations and believe that these facilities are suitable for such
     purpose. The Company maintains a good relationship with its landlords and
     believes that these facilities will be adequate for the foreseeable future.

o    See Note 9 to the Financial Statements for information related to the
     employment agreements between Jerome Mahoney and Mark Meller.

o    The Company has entered into a subscription agreement with certain
     purchasers for the sale of $140,000 in convertible debentures. The notes
     are convertible into Class A common stock at the discretion of the holders.
     During 2004, the Company issued 2,444,177 shares of Trey's Class A common
     stock for repayment of $125,000 of principal. As of March 31, 2007, $15,000
     remained due on the principal and $4,108 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 $2,138,047 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

                                       19
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

     date. As of March 31, 2007, Mr. Whalen has received $4,500 in cash and
     $20,000 in Class A Common Stock leaving a balance due of $49,500.

     The Company has also assumed an outstanding promissory note in the amount
     of $250,000 payable to Mr. Mahoney, President and Chief Executive Officer
     of iVoice and Non- Executive Chairman of the Board of Trey Resources. This
     amount is related to funds loaned to iVoice and is unrelated to the
     operations of Trey. The terms of this obligation are further discussed in
     Note 9. As of March 31, 2007, the loan balance is $25,819 plus accrued
     interest of $49,181.

NOTE 11 - CAPITAL STOCK

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

PREFERRED STOCK

Preferred Stock consists of 1,000,000 shares of authorized preferred stock with
$1.00 par value. As of March 31, 2007, no shares were issued or outstanding.

CLASS A COMMON STOCK

Class A Common Stock consists of the following as of March 31, 2007:
10,000,000,000 shares of authorized common stock with a par value of $.00001,
244,670,988 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 three months ending March 31, 2007, the company had the following
transactions in its Class A common stock:

>>     The Company issued 54,831,249 shares of Class A common stock with a total
       value of $196,075 for conversion of $166,000 of principal on convertible
       debentures with Cornell Capital Partners, LP. The balance of $30,075
       represents discount on conversions of the principal.

>>     The Company issued 3,950,000 shares of Class A common stock with a value
       of $19,750 for compensation and bonuses to employees of SWK Technologies,
       Inc.

                                       20
<PAGE>

>>     The Company issued 3,950,000 shares of its Class A common stock with a
       total value of $16,195 to officers of the Company as repayment of accrued
       salaries. Of this amount, $8,097 was for repayment of principal and
       $8,098 represents discount on conversions.

>>     The Company issued 18,818,442 shares of Class A common stock with a total
       value of $63,506 for conversion of $31,353 of debt for legal services. Of
       this amount $32,153 represents discount on conversions.

>>     The Company issued 2,500,000 shares of Class A common stock with a value
       of $8,500 for compensation of investor relations services to Savant
       Corporation.

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 March 31, 2007, no shares were issued and
outstanding; Class B common stockholders are entitled to receive dividends in
the same proportion as the Class B Common Stock conversion and voting rights
have to Class A Common Stock. A holder of Class B Common Stock has the right to
convert each share of Class B Common Stock into the number of shares of Class A
Common Stock determined by dividing the number of Class B Common Stock being
converted by a 50% discount of the lowest price that Trey had ever issued its
Class A Common Stock. Upon the liquidation, dissolution, or winding - up of the
Company, holders of Class B Common Stock will be entitled to receive
distributions.

CLASS C COMMON STOCK

Class C Common Stock consists of 20,000,000 shares of authorized common stock
with a par value of $0.00001. Class C stock has voting rights of 1,000 to 1 with
respect to Class A Common Stock. As of March 31, 2007, no shares were issued or
outstanding.

NOTE 12 - SUBSEQUENT EVENTS

>>     On April 17, 2007, the Company issued 19,000,000 shares of its Class A
       common stock with a total value of $14,250 to officers of the Company as
       repayment of accrued salaries. Of this amount, $26,565 was for repayment
       of principal and $45,623 represents discount on conversions.

>>     On April 17, 2007, the Company issued 19,000,000 shares of Class A Common
       Stock for compensation and bonuses to employees of SWK Technologies, Inc.
       valued at $38,000.

>>     On April 17, 2007, the Company issued 6,058,667 shares of Class A Common
       Stock for conversion of $4,544 of debt for legal services.

>>     On April 23, 2007, the Company issued 20,000,000 shares of its Class A
       Common Stock with

                                       21
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

       a total value of $9,000 to an officer of the Company as repayment of a
       note payable.

>>     On April 23, 2007, the Company issued 9,759,693 shares of Class A Common
       Stock for conversion of $7,320 of debt for legal services.

>>     During the months of April and May 2007, the Company issued 62,611,110
       shares of its Class A Common Stock to Cornell Capital Partners for
       $68,450 repayment of principal on the convertible debentures payable.



























                                       22
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read the following discussion in conjunction with our financial
statements and related notes included elsewhere in this filing as well as our
audited statements and related notes for the year ending December 31, 2006 filed
with Form 10-KSB. The following discussion contains forward-looking statements.
Please see "Forward Looking Statements - Cautionary Factors" for a discussion of
uncertainties, risks and assumptions associated with these statements

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

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

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

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

THREE MONTHS ENDING MARCH 31, 2007 COMPARED TO THREE MONTHS ENDING MARCH 31,
2006

Prior to our acquisition of SWK, Inc., on June 2, 2004, all revenues reported by
Trey were derived from the license of our automatic reminder and call initiating
software products which address a business or professional organization's need
to automatically confirm pre-set appointments or meetings with customers or
clients. Until February 11, 2004, the Automatic Reminder business had only
operated as a division of iVoice, Inc. and had never operated on a stand-alone
basis. All rights, title, and interest to the Automatic Reminder software source
code

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and product line was sold in November 2004 to a technology company for a
$250,000 note and stock

Revenues for the three month period ended March 31, 2007 were $2,118,358 as
compared to sales of $1,338,934 for the three month period ending March 31,
2006, an increase of $779,424. These sales were all generated by the Company's
operating subsidiary, SWK Technologies ("SWKT"). SWKT sales increased as the
result of increased focus by management on marketing and sales across all its
product lines, as well as a contribution to sales from AMP-Best Consulting, Inc,
which SWKT acquired on June 2, 2006.

The gross profit for the three months ended March 31, 2007 of $798,904
represents the gross profit of SWKT. As a percentage of sales, gross margin was
37.7% for the three-month period ending March 31, 2007. Gross profit for the
three months ended March 31, 2006 was $516,391, which was 38.6% of sales. Total
gross profit increased by $282,513 when compared to the prior year. The mix of
products being sold by the company changes from time to time, such that the
overall gross margin percentage decreased. Sales of the larger Sage Software
products carries lower gross margin percentage as the relative discount
percentage from the supplier decreases.

Total operating expenses were $835,881 for the three-month period ending March
31, 2007, an increase of $66,943 over the three-month period ending March 31,
2006, which totaled $768,938. 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 March 31, 2007 was an
expense of $154,616, an increase of $115,613 in other expenses over the
three-month period ending March 31, 2006. The increase in other expenses
primarily reflects a gain on revaluation of derivatives of $154,671, a gain of
$55,663 on sales of securities available for sale, and an increase in interest
expense of $16,430 on outstanding convertible debentures, related party loans,
and trade leases. These increases were offset primarily by a decrease of $11,251
in amortization of debt conversion discounts.

Net loss for the three-month period ending March 31, 2007 was $191,593 as
compared to net loss of $291,550 for the three-month period ending March 31,
2006. The decrease in net loss of $99,957 for the respective periods was a
result of the factors discussed above.


EMPLOYEES

As of March 31, 2007, we had approximately 38 full time employees and 3 part
time employees located in one office in New Jersey, two offices in New York and
one office in California. All but five of our current employees were formerly
employees of the companies that we acquired. Approximately nine of our employees
are engaged in sales and marketing activities and approximately twelve employees
are engaged in service fulfillment.

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LIQUIDITY AND CAPITAL RESOURCES

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

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

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 March 31, 2007, $15,000 remained due on the principal and $4,108 was due
for accrued interest on these debentures.

In January 2003, as subsequently amended retroactively to January 27, 2003, Trey
entered into an Equity Line of Credit Agreement. Under this agreement, Trey may
issue and sell to Cornell Capital Partners Class A Common Stock for a total
purchase price of up to $10.0 million. The purchase price for the shares will be
equal to 91% of the market price, which is defined as the lowest closing bid
price of the Class A Common Stock during the five trading days following the
notice date. A cash fee equal to six percent (6%) of the cash proceeds of the
draw down is also payable at the time of funding such fee. In addition, Cornell
Capital Partners received, as additional compensation, 45,000 shares of Class A
Common Stock on February 11, 2004. As of December 30, 2005, Trey has drawn down
$2,700,000 on the Equity Line of Credit and repaid $1,675,000 of principal and
$84,638 of interest through the issuance of 77,532,790 shares of Class A Common
Stock. On December 30, 2005, the Equity Line of Credit Agreement was terminated
and the outstanding principal and interest of $1,159,047 was transferred to a
Secured Convertible Debenture due on December 30, 2007 with an interest of 7.5%
per annum.

On December 30, 2005, the Company entered into a Securities Purchase Agreement
with Cornell Capital Partners, LP ("Cornell"). Pursuant to such purchase
agreement, Cornell shall purchase up to $2,359,047 of secured convertible
debentures which shall be convertible into shares of the

                                       25
<PAGE>

Company's Class A common stock. Pursuant to the Securities Purchase Agreement,
two Secured Convertible Debentures were issued on December 30, 2005 for an
aggregate of $1,759,047. A portion of this financing was used to convert
promissory notes and accrued interest therefrom equal to $1,159,047 into new
secured convertible debentures and the balance was new financing in the form of
secured convertible debentures equal to $600,000 with interest payable at the
rate of 7.5% per annum to be issued and sold on the closing of this Securities
Purchase Agreement and a second secured convertible debenture equal to $600,000
with interest payable at the rate of 7.5% per annum to be issued and sold two
business days prior to the filing of the registration statement that will
register the common stock shares issuable upon conversion of the secured
convertible debentures. The debentures are due on December 30, 2007 and May 2,
2008, respectively, and carry an interest rate of 7.5% per annum. The principal
and accrued interest on the debentures are convertible into shares of Class A
Common Stock at a price per share equal to 90% of the lowest closing bid price
of our Class A Common Stock for the thirty trading days immediately preceding
conversion. The aggregate balance due of the Cornell debentures at March 31,
2007 is $2,343,060 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 March 31, 2007, 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 March 31, 2007 is $149,061. The
assumed obligations are described below.

Trey assumed an outstanding promissory note in the amount of $250,000 payable to
Jerry Mahoney in exchange for the assets it received pursuant to the Spin-Off of
the Automatic Reminder business. This amount is related to funds loaned to
iVoice and unrelated to the operations of Trey. Trey, for value received,
promised to pay Mr. Mahoney the principal sum of $250,000 at the rate of 9.5%
per annum on the unpaid balance until paid or until default. Interest payments
are due annually. At the time of default (if any) the interest rate shall
increase to 20% until the principal balance has been paid. Under the terms of
the Promissory Note, at the option of the Note holder, principal and interest
can be converted into either (i) one share of Class B Common Stock of Trey, par
value $0.00001, for each dollar owed, (ii) the number of shares of Class A
Common Stock of Trey calculated by dividing (x) the sum of the principal and
interest that the Note holder has decided to prepay by (y) fifty percent (50%)
of the lowest issue price of Series A Common Stock since the first advance of
funds under this Note, or (iii) payment of the principal of this Note, before
any repayment of interest. At March 31, 2007, the principle on this note was
$25,819 and accrued interest was $49,181.

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

                                       26
<PAGE>

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 March 31, 2007, Mr. Whalen has received $4,500 in cash
and $20,000 in Class A Common Stock leaving a balance due of $49,500.

During the three-month period ending March 31, 2007, SWK Technologies, Inc.
repaid $22,000 on its line of credit with Fleet National Bank, a Bank of America
company. The secured line of credit bears interest at prime plus 1% per annum,
which can change with the fluctuations in the prime rate. Monthly payments of
interest only in arrears shall be due and payable on the 4th of each month and
these have been paid. Principal shall be due and payable on demand from Fleet
National Bank. As of March 31, 2007, the outstanding balance payable to Fleet
totaled $0.

During the three months ended March 31, 2007, Trey had a net increase in cash of
$360,363. Trey's principal sources and uses of funds were as follows:

CASH PROVIDED (USED) BY OPERATING ACTIVITIES. Trey had cash provided by
operating activities of $246,604 for the three months ended March 31, 2007, an
increase of $817,635 in cash provided operations as compared to cash used for
operating activities of $(571,031) in the three months ended March 31, 2006. The
increase is primarily the result of the increased amortization of debt
securities, debt conversion discount, accounts receivable on higher sales, and
the cash payments on related party accounts. The increase is also attributable
to an increase in accounts payable and accrued expense of $379,714.

CASH PROVIDED (USED) BY INVESTING ACTIVITIES. Investing activities for the three
months ended March 31, 2007 provided cash of $70,037 for the purchase and
upgrade of computers and network equipment. Of this amount, $8,624 was used for
the purchase of equipment, $7,000 was used to purchase customer lists and
$85,661 was net proceeds on the sales of securities. For the three months ended
March 31, 2006, the company used $29,472.

CASH USED BY FINANCING ACTIVITIES. Financing activities in the three months
ended March 31, 2007 used a total of $56,278 in cash. This total primarily
consisted of repayment of related party loans of $43,675 and capital leases of
$12,603. Financing activities in the three months ended March 31, 2006 used a
total of $74,552 in cash. This total primarily consisted of $127,225 repayment
of related party notes offset by $40,000 in proceeds from its line of credit.

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

                                       27
<PAGE>

Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. The reader is cautioned that
such forward-looking statements are based on information available at the time
and/or management's good faith belief with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements.
Forward-looking statements speak only as of the date the statement was made. We
assume no obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors affecting
forward-looking information. Forward-looking statements are typically identified
by the use of terms such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "predict," "project," "should,"
"will," and similar words, although some forward-looking statements are
expressed differently. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct. For a discussion of material risks
and uncertainties that the Company faces, see the discussion in the Form 10-KSB
for the fiscal year ended December 31, 2006 entitled "Risk Factors".


















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ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

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

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





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                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS

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

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





























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                                   SIGNATURES

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

By: /s/ Mark Meller                                      Date: May 15, 2007
    ---------------------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer































                                       31
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                                INDEX OF EXHIBITS

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

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
































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