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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


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

         FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

                                       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.)


750 HIGHWAY 34
MATAWAN, NJ                                                          07747
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip Code)

Registrant's Telephone Number, Including Area Code:  (732) 566-3320

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

Securities registered under Section 12(g) of the Exchange Act:

                    Class A common stock, $.00001 par value

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

Number of shares of Class A, common stock, par value $.00001, outstanding as of
August 10, 2004: 9,687,891

================================================================================
<PAGE>
                              TREY RESOURCES, INC.
                         CONDENSED FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2004



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



                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION

         Item 1.  Condensed Financial Statements

                  Balance Sheet - June 30, 2004 (Unaudited)                    2

                  Statements of Operation -
                  For the three and six months ended June 30, 2004
                  and 2003                                                     3

                  Statements of Cash Flows -
                  For the six months ended June 30, 2004 and 2003              4

                  Notes to Financial Statements                           5 - 13

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                    14 - 18

         Item 3.  Controls and Procedures                                     18




PART II. OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K                            19




                                        1
<PAGE>

                       TREY RESOURCES, INC. AND SUBSIDIARY
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  JUNE 30, 2004

<TABLE><CAPTION>
                                        ASSETS
<S>                                                                      <C>
CURRENT ASSETS
Cash and cash equivalents                                                $    322,882
Accounts receivable                                                           133,870
Other receivables                                                              29,062
Prepaid expenses                                                               25,954
                                                                         ------------
       Total current assets                                                   511,768
                                                                         ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,170              77,955

OTHER ASSETS
Goodwill                                                                    1,008,041
Deposits and other assets                                                      26,159
                                                                         ------------
       Total other assets                                                   1,034,200
                                                                         ------------

TOTAL ASSETS                                                             $  1,623,923
                                                                         ============

                       LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Accounts payable and accrued expenses                                    $    385,529
Deferred revenue                                                               45,136
Obligations under capital leases - current                                     11,325
5% Convertible Debentures - Note 4                                            114,000
Notes payable - Note 5                                                        845,782
Due to related parties - Note 7                                             1,278,541
                                                                         ------------
         Total current liabilities                                          2,680,313
                                                                         ------------

LONG TERM DEBT
Obligations under capital leases - non-current                                 16,609
                                                                         ------------
          Total liabilities                                                 2,696,922
                                                                         ------------

COMMITMENTS AND CONTINGENCIES - Note 8                                           --

STOCKHOLDERS' DEFICIENCY
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;
     8,880,189 shares issued; 8,406,142 shares outstanding                         85
  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                                                    886,778
Accumulated deficit                                                        (1,959,862)
                                                                         ------------
         Total stockholders' deficiency                                    (1,072,999)
                                                                         ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                           $  1,623,923
                                                                         ============
</TABLE>
               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.

                                        2
<PAGE>

                       TREY RESOURCES, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE><CAPTION>
                                                         For the Three Months Ended           For the Six Months Ended
                                                                   June 30,                            June 30,
                                                       ------------------------------      ------------------------------
                                                           2004              2003              2004              2003
                                                       ------------      ------------      ------------      ------------
<S>                                                    <C>               <C>               <C>               <C>
SALES, net                                             $    215,075      $        850      $    215,075      $      1,350

COST OF SALES                                               108,301             4,935           110,551             9,435
                                                       ------------      ------------      ------------      ------------

GROSS PROFIT                                                106,774            (4,085)          104,524            (8,085)
                                                       ------------      ------------      ------------      ------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                         36,283               219            36,283               325
    General and administrative expenses                     288,115            21,001         1,138,521            47,795
    Depreciation and amortization                             2,170               318             2,170               442
                                                       ------------      ------------      ------------      ------------
Total selling, general and administrative expenses          326,568            21,538         1,176,974            48,562
                                                       ------------      ------------      ------------      ------------

LOSS FROM OPERATIONS                                       (219,794)          (25,623)       (1,072,450)          (56,647)
                                                       ------------      ------------      ------------      ------------

OTHER INCOME\(EXPENSE)
    Write-off of financing costs                            (83,580)             --            (181,580)             --
    Other Income                                                423              --                 423              --
    Interest expense                                         (9,703)             (379)          (14,572)           (4,524)
                                                       ------------      ------------      ------------      ------------
Total other income\(expense)                                (92,860)             (379)         (195,729)           (4,524)
                                                       ------------      ------------      ------------      ------------

LOSS OPERATIONS BEFORE INCOME TAXES                        (312,654)          (26,002)       (1,268,179)          (61,171)

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

NET LOSS                                               $   (312,654)     $ (26,002) $        (1,268,179)     $    (61,171)
                                                       ============      ============      ============      ============

NET LOSS PER COMMON SHARE
    Basic                                              $      (0.04)     $      (0.01)       $ (0.25) $             (0.02)
                                                       ============      ============      ============      ============
    Diluted                                            $      (0.04)     $      (0.01)       $ (0.25) $             (0.02)
                                                       ============      ============      ============      ============
</TABLE>

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

                                       3
<PAGE>

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


<TABLE><CAPTION>
                                                                For the Six Months Ended
                                                                        June 30,
                                                             ------------------------------
                                                                 2004              2003
                                                             ------------      ------------
<S>                                                          <C>               <C>
CASH FLOW USED IN OPERATING ACTIVITIES
   Net loss                                                  $ (1,268,179)     $    (61,171)
   Adjustments to reconcile net loss to net cash used in
     operating activities, net of effects of acquisition
   Depreciation                                                     2,170               442
   Amortization of software license                                 6,750             9,000
   Amortization of discount                                        11,578              --
   Debt issue costs                                                55,000              --
   Common stock issued for services                                43,600              --
   Common stock issued for interest expense                           582              --
   Changes in certain assets and liabilities:
           Accounts receivable                                    (56,679)             --
           Accounts payable and accrued liabilities              (120,701)           15,369
           Deferred revenue                                        (9,177)             --
           Other assets                                            23,121              --
                                                             ------------      ------------
Total cash used in operating activities                        (1,311,935)          (36,360)
                                                             ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                              (2,659)             --
   Net cash acquired in acquisition of SWK, Inc.                   29,874              --
                                                             ------------      ------------
Total cash provided by financing activities                        27,215              --
                                                             ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from related party loans                              793,779             6,174
   Repayment of related party loans                                (1,025)           (7,350)
   Proceeds from notes payable                                  1,035,000              --
   Repayment of notes payable                                      (7,440)             --
   Repayment of debt assumed in acquisition                      (216,372)             --
   Repayment of capital leases                                       (888)             --
   Sale of convertible debentures                                    --              40,000
                                                             ------------      ------------
Total cash provided by financing activities                     1,603,054            38,824
                                                             ------------      ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                         318,334             2,464

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                     4,548              --
                                                             ------------      ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                    $    322,882      $      2,464
                                                             ============      ============


CASH PAID DURING THE PERIOD FOR:
   Interest expense                                          $        440      $       --
                                                             ============      ============
   Income taxes                                              $       --        $       --
                                                             ============      ============
</TABLE>
               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.

                                       4
<PAGE>

                       TREY RESOURCES, INC. AND SUBSIDIARY
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2004

NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

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

         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 will focus on the business
         software and information technology consulting market, and is looking
         to roll-up other companies in this industry. SWK Technologies, Inc.,
         ("SWKT") 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. The
         Company sells services and products to various end users,
         manufacturers, wholesalers and distributor industry clients located
         throughout the United States.

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

         Basis of presentation
         ---------------------
         The accompanying unaudited Condensed Consolidated financial statements
         include the accounts of Trey Resources, Inc. (the "Company" or "Trey")
         and its wholly owned subsidiary. On February 11, 2004, the Company was
         spun off from iVoice, Inc. and is now an independent publicly traded
         company. These condensed 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 accounting principles
         generally accepted in the United States of America 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.

         Prior to its spin-off from iVoice in February 2004, the Company has
         traditionally operated as a non-reporting component of iVoice, Inc. and
         accordingly, the results of operations, and cash flows of the Company
         for the six-month period ending June 30, 2003, have been derived from
         the condensed consolidated financial statements and accounting records
         of iVoice, Inc.; reflect significant assumptions and allocations and do
         not necessarily reflect the financial position of Trey Resources, Inc.,
         had it been a stand-alone Company for that period.

                                       5
<PAGE>

         On June 2, 2004, the Company completed its acquisition of SWK, Inc
         through a merger into its wholly owned subsidiary SWK Technologies,
         Inc. As such, the condensed consolidated statement of operations for
         the three and six-month period ending June 30, 2004, include the
         operations of SWKT from June 2, 2004 (the date of acquisition) though
         June 30, 2004.

         The result of operations for the three and six-month periods ended June
         30, 2004 and 2003 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, 2003. References to the "Company," "we," "us" and
         "our" refer to Trey Resources Inc. and its subsidiary.

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 subsidiary. 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 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 revenues and expenses during the reporting period. Actual
         results could differ from those estimates.

         Cash and Cash Equivalents
         -------------------------
         The Company considers all highly liquid debt instruments and other
         short-term investments with an initial maturity of three months or less
         to be cash or cash equivalents. For financial statement purposes, cash
         in demand deposit accounts, money market accounts and all highly liquid
         investments with an initial maturity of less than three months, when
         purchased, are considered to be cash equivalents

         Revenue Recognition
         -------------------
         The Company recognizes revenues from consulting services as the
         services are performed. Hardware and software revenues are recognized
         when the product is shipped to the customer. Support agreement
         commissions are recognized when payment is received, since the Company
         has no obligation to perform any further services under the agreement.

         Income Taxes
         ------------
         The Company utilizes Financial Accounting Standards Board ("FASB")
         Statement No. 109, "Accounting for Income Taxes" which requires an
         asset and liability approach to financial accounting and reporting for
         income taxes. Deferred income tax assets and liabilities are computed
         annually for differences between the financial statement and tax bases
         of assets and liabilities and net operating losses 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. As of June 30, 2004, a valuation
         allowance has been established to reduce deferred tax assets to $0, the
         amount expected to be realized.

                                       6
<PAGE>

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

         The computation of basic EPS is computed by dividing income (loss)
         available to common stockholders by weighted average number of common
         shares outstanding for the three and six month periods ending June 30,
         2004. The number of shares used in the calculation for the three and
         six month periods ending June 30, 2003, assumes the shares issued in
         connection with the Company's spin - off from iVoice, Inc. were issued
         and outstanding for those respective periods. Diluted earnings per
         share gives effect to all dilutive potential common shares outstanding
         during the period. The computation of diluted EPS does not assume
         conversion, exercise, or contingent exercise of securities that would
         have an anti-dilutive effect on earnings resulting from the Company's
         net loss position.

         The shares used in the computations are as follows:

<TABLE><CAPTION>
                                            Three Months Ended            Six Months Ended
                                                  June 30,                     June 30,
                                        -------------------------     -------------------------
                                           2004           2003           2004            2003
                                        ----------     ----------     ----------     ----------
<S>                                      <C>            <C>            <C>            <C>
        Basic and Diluted purposes       6,991,525      3,000,000      4,997,378      3,000,000
</TABLE>

NOTE 3 - ACQUISITIONS

         On June 2, 2004, Trey Resources, Inc. ("Trey") acquired all of the
         issued and outstanding capital stock of SWK, Inc. ("SWK"), a New Jersey
         based information technology company, pursuant to an Acquisition
         Agreement dated as of June 1, 2004 (the "Acquisition Agreement") among
         Trey, SWK and SWK's shareholders.

         Pursuant to the Agreement and Plan of Merger and Reorganization dated
         as of June 1, 2004 (the "Merger Agreement"), among Trey, SWK and SWK
         Technologies, Inc., a newly formed wholly owned subsidiary of Trey, SWK
         was merged with and into SWKT, with SWKT surviving and continuing as a
         wholly-owned subsidiary of Trey. The Company recorded total
         consideration for the acquisition of $577,437 comprised of estimated
         acquisition costs of $27,437 and 2,750,000 Class A common stock of Trey
         Resources, Inc. valued at $550,000. This consideration has been
         allocated to the tangible and identifiable intangible assets acquired
         according to their respective estimated fair values, with the excess
         purchase consideration being allocated to goodwill at the closing of
         the transaction.

NOTE 4 - GOING CONCERN

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

         The Company has suffered recurring losses, experiences a deficiency of
         cash flow from operations, and current liabilities exceeded current
         assets by approximately $2.2 million as of June 30, 2004. These matters
         raise substantial doubt about the Company's ability to continue as

                                       7
<PAGE>

         a going concern. The recoverability of a major portion of the recorded
         asset amounts shown in the accompanying condensed balance sheet is
         dependent upon continued operations of the Company, which in turn, is
         dependent upon the Company's ability to raise capital and/or generate
         positive cash flows from operations.

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

         In order to provide necessary working capital, in January 2003, the
         Company entered into a subscription agreement with certain purchasers
         to issue $250,000 in convertible debentures, with interest payable at
         5% per annum. The notes are convertible into the Company's Class A
         common stock at a price equal to either (a) an amount equal to one
         hundred twenty percent (120%) of the closing bid price for the Common
         Stock on the Closing Date, or (b) an amount equal to eighty percent
         (80%) of the average of the four (4) lowest Closing Bid Prices of the
         Common Stock for the five (5) trading days immediately preceding the
         Conversion Date. Additionally, the Company has also entered into an
         Equity Line of Credit Agreement where the Company may, at its
         discretion, periodically sell to an investor, shares of Class A common
         stock to raise capital to fund working capital needs. These two
         financing transactions required the Company to register its common
         stock under Section 12(g) of the U.S. Securities Exchange Act of 1934
         and subsequently register for resale a number of shares to facilitate
         these financing transactions.

         These 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 - GOODWILL

         As of June 30, 2004, goodwill was amounted to $1,008,041, which
         represented amounts paid in excess of the fair market value of the
         acquired assets and liabilities assumed of SWK, Inc.

         In accordance with FAS 142, goodwill and indefinite - lived intangible
         assets are reviewed for impairment at least annually, and whenever
         events or changes in circumstances indicate the carrying amounts of the
         assets may be impaired. The Company has elected to perform the
         impairment review during the fourth quarter of each year, in
         conjunction with the annual planning cycle.

NOTE 6- CONVERTIBLE DEBENTURES

         In January 2003, the Company entered into a subscription agreement with
         certain purchasers to issue $140,000 in convertible debentures, with
         interest payable at 5% annum. The notes are convertible into the
         Company's Class A common stock at a price equal to either (a) an amount
         equal to one hundred twenty percent (120%) of the closing bid price for
         the Common Stock on the Closing Date, or (b) an amount equal to eighty
         percent (80%) of the average of the four (4) lowest Closing Bid Prices
         of the Common Stock for the five (5) trading days immediately preceding
         the Conversion Date. On March 31, 2003, the Company issued $40,000 and
         on September 19, 2003, the Company issued an additional $100,000 in 5%
         convertible

                                        8
<PAGE>

         debentures to the private investors under the subscription agreement.
         The 20% beneficial conversion feature was previously recorded as a
         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.

         As of June 30, 2004, $26,000 in principal and $582 in interest had been
         converted into 322,424 shares of Trey's Class A common stock. Total
         outstanding principal balance of the 5% convertible debentures at June
         30, 2004 was $114,000, plus accrued interest of $5,711

NOTE 7- NOTES PAYABLE

         From March through May 2004, the Company issued four promissory notes
         payable to Cornell Capital Partners, LP totaling $1,000,000 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. At June 30, 2004, $220,000 was repaid
         through the issuance of 2,186,370 shares of Class A common stock. At
         June 30, 2004, a balance of $780,000 remained outstanding.

         On February 11 and March 3, 2004, Wass Associates, a New York General
         partnership loaned the company $21,835, and $10,000 respectively
         pursuant to the Agreement and Plan of Merger and Reorganization among
         Trey, SWK and SWK Technologies, Inc., The notes were assumed by Trey in
         the acquisition of SWK. The unsecured notes bear interest at 6% per
         annum and is payable in weekly installments of $1,000 and $500
         respectively.

         On June 3, and June 30, 2004, SWK Technologies, Inc. entered into two
         unsecured promissory notes totaling $25,000 and $35,000 respectively
         with Wass Associates, a New York General partnership. The unsecured
         notes bear interest at 6% per annum and are due in full together with
         unpaid interest on December 31, 2004. At June 30, 2004, the outstanding
         balance payable to Wass Associates totaled $65,782.

NOTE 8 - DUE TO RELATED PARTIES

         For the six months ended June 30, 2003, the Company was allocated
         $9,000 for the amortization the original purchase price of the
         Automatic Reminder software, operating costs of $4,492 and interest
         expense of $524 by its former parent company iVoice, Inc. The general
         corporate expenses allocation is primarily for cash management, selling
         expenses, legal, accounting, tax, insurance, public relations,
         advertising, and human resources. Some of these operating expenses have
         been incurred by iVoice and represent costs specifically related to the
         operation and spin-off of Trey from iVoice. Management believes the
         costs of these services charged are a reasonable representation of the
         costs that would have been incurred if the Company had performed these
         functions as a stand - alone company.

         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

                                       9
<PAGE>

         and reporting, and other areas where the Company may need transitional
         assistance and support following the spin-off distribution. The term of
         the agreement commences upon the effective date of the spin-off and
         continues for two years, but may be terminated earlier under certain
         circumstances, including a default, and may be renewed for additional
         one-year terms. In exchange for services under the administrative
         services agreement, Trey Resources has agreed to pay iVoice an annual
         fee of $95,000.

         Pursuant to the spin-off transaction 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., no par value,
         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.

         Pursuant to the employment contract dated January 1, 2003 between the
         Company and Jerome Mahoney, the 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 expense allowance of $600. Also,
         pursuant to the employment contract with Mr. Mahoney, upon completion
         of the spin-off from its former parent company, iVoice Inc., which
         occurred on February 11, 2004, Mr. Mahoney is entitled to receive a
         one-time payment of $350,000.

         Total amounts owed to Mr. Mahoney at June 30, 2004, representing unpaid
         salary, expense allowance, the one-time payment in connection with the
         spin-off, liabilities assumed in the spin-off transaction and interest
         on the liabilities assumed in the spin-off totaled $880,979.

         Pursuant to the employment contract dated September 15, 2003 between
         the Company and Mark Meller, President of Trey Resources, upon
         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 connection with the acquisition of SWK, Inc, the Company assumed a
         note payable to Gary Berman, a former shareholder of SWK, Inc. and
         current shareholder of Trey. On April 1, 2004, Mr. Berman loaned the
         company $25,000 pursuant to the Agreement and Plan of Merger and
         Reorganization among Trey, SWK and SWK Technologies, Inc. The unsecured
         note bears interest at 5% per annum and is payable in bi-weekly amounts
         of $217. At June 30, 2004, the outstanding balance to Mr. Berman was
         $23,781.

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

                                       10
<PAGE>

         2004, the outstanding balance to Ms. Berman was $23,781.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

         As discussed in Note 6, 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. In January 2003, as
         subsequently amended retroactively to January 27, 2003, the Company
         entered into an Equity Line of Credit with Cornell Capital Partners,
         LP. Pursuant to the Equity Line of Credit, the Company, at their
         discretion, may periodically sell to Cornell Capital Partners shares of
         Class A common stock for a total purchase price of up to $10.0 million
         to raise funds for its working capital needs. For each share of Class A
         common stock purchased under the Equity Line of Credit, Cornell Capital
         Partners will pay 91% of the 5 lowest closing bid prices on the
         Over-the-Counter Bulletin Board or other principal market on which the
         Company's common stock is traded for the 5 days immediately following
         the notice date. In addition, Cornell Capital Partners, L.P. has
         received as additional compensation, those number of Class A Common
         Stock shares equal to one and one half percent (1.5%) of the number of
         shares of Class A Common Stock outstanding on that date in which the
         registration statement filed by the Company to effectuate the spin -
         off goes effective (February 2004). Pursuant to the agreement with
         Cornell Capital Partners, LP, the Company has registered for resale on
         Form SB-2, shares of Class A common stock with the Securities and
         Exchange Commission. The offering terminates 24 months after the
         Securities and Exchange Commission declared the registration statement
         effective.

         As discussed in Note 7, from March through May 2004, the Company issued
         four promissory notes payable to Cornell Capital Partners, LP totaling
         $1,000,000 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. It is anticipated that the notes,
         plus any accrued interest, will be paid through the issuance of Class A
         common shares registered for resale with Securities and Exchange
         Commission.

         As discussed in Note 8, the Company has entered into an Administrative
         Services Agreement whereby iVoice will provide the Company with
         services in such areas as information management and technology,
         employee benefits administration, payroll, financial accounting and
         reporting, and other areas where the Company may need transitional
         assistance and support following the spin - off distribution. The
         agreement will generally extend for two years after the distribution,
         but may be terminated earlier under certain circumstances, including a
         default.

         Trey has also assumed a total of $324,000 in accrued liabilities and
         related party debt presently 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. This amount shall be convertible into Class A Common Stock of
         Trey calculated by dividing (x) the sum of the principal the obligee

                                       11
<PAGE>

         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.

         The Company has also assumed an outstanding promissory note in the
         amount of $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 terms of this obligation are
         further discussed in Note 8.

NOTE 9 - COMMON STOCK

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

         CLASS A COMMON STOCK

         Class A Common Stock consists of the following as of June 30, 2004:
         10,000,000,000 shares of authorized common stock with a par value of
         $.00001, 8,880,189 shares were issued and 8,406,142 were outstanding.
         Of the total shares issued, 474,047 shares were being held in escrow
         for the purposes of facilitating the issuance of shares under the
         equity line of credit with Cornell Capital, LP and are not reflected as
         outstanding at June 30, 2004. 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.

         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. Every holder of each outstanding
         share of the Class B Common Stock shall be entitled on each matter to
         cast the number of votes equal to one hundred Class A Common Stock
         shares. As of June 30, 2004, 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.

                                       12
<PAGE>

         CLASS C COMMON STOCK

         Class C Common Stock consists of 20,000,000 shares of authorized common
         stock with a par value of $0.00001. Class C stock has voting rights of
         1 vote for every 1,000 shares. As of June 30, 2004, no shares were
         issued or outstanding.

         PREFERRED STOCK

         Preferred Stock consists of 1,000,000 shares of authorized preferred
         stock with $1.00 par value. As of June 30, 2004, no shares were issued
         or outstanding.

























                                       13
<PAGE>

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

This discussion and analysis of our financial condition and results of
operations includes "forward-looking" statements that reflect our current views
with respect to future events and financial performance. We use words such as we
"expect," "anticipate," "believe," and "intend" and similar expressions to
identify forward-looking statements. You should be aware that actual results may
differ materially from our expressed expectations because of risks and
uncertainties inherent in future events and you should not rely unduly on these
forward looking statements. We will not necessarily update the information in
this discussion if any forward-looking statement later turns out to be
inaccurate.

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, 2003 filed
with Form 10-KSB. The following discussion contains forward-looking statements.
Please see Forward-Looking Statements for a discussion of uncertainties, risks
and assumptions associated with these statements

SEPARATION FROM IVOICE
----------------------

Trey was incorporated under the laws of the State of Delaware on October 3,
2002, as a wholly owned subsidiary of iVoice, Inc. Trey had no material assets
or activities until the contribution of the Automatic Reminder software business
was transferred to Trey pursuant to the spin-off transaction of Trey from
iVoice. Since the spin-off, which occurred on February 11, 2004, Trey has been
an independent public company, with iVoice having no continuing ownership
interest in Trey.

Trey's Condensed Consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States,
and reflect the historical financial position, results of operations, and cash
flows. The financial information included in this filing, however, is not
necessarily indicative of what Trey's results of operations or financial
position would have been had it operated as an independent company during the
comparative period presented, nor is it necessarily indicative of its future
performance as an independent company.

PLAN OF OPERATION
-----------------

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. As a result of a spin-off transaction from iVoice, Inc., Trey was
allocated 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, Trey will focus on the business software
and information technology consulting market, and is looking to roll-up other
companies in this industry. SWK Technologies, Inc., Trey's wholly owned
subsidiary and 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. SWK Technologies also
publishes its own proprietary supply-chain software. SWK Technologies sells
services and products to various end users, manufacturers, wholesalers and
distributor industry clients located throughout the United States.

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

                                       14
<PAGE>

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.

JUNE 30, 2004 COMPARED TO JUNE 30, 2003
---------------------------------------

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. For the six-months ended June 30, 2004, the Company reported no revenue
from the sale of our Automatic Reminder software. Total revenues for the sale of
our Automatic Reminder software for the three and six-months periods ended June
30, 2003 were $850 and $1,350 respectively. 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. The low sales volume of the Automatic
Reminder business is attributable to the minimal resources made available by its
former parent company for the sales and marketing of the automatic reminder and
call initiating software products. Revenues for the three and six-months periods
ended June 30, 2004, totaling $215,075 represent the sales of SWK Technologies,
Inc, from June 2, 2004 (the date of acquisition) through June 30, 2004. As such,
the entire increase in sales is due to the acquisition of SWK, Inc.

Except for negative gross profit for the three and six month periods ending June
30, 2004 of ($4,500) and ($6,750) respectively, from the Automatic Reminder
business, resulting from the amortization of the original purchase price of the
Automatic Reminder software reflected in the cost of sales, the entire gross
profit for the three and six-months ended June 30, 2004 of $106,774 and $104,524
represent the gross profit of SWK Technologies, Inc. from June 2, 2004 (the date
of acquisition) through June 30, 2004. As a percentage of sales, gross margin
was 49.6% and 48.6% for the three and six month periods ending June 30, 2004.
The three and six month periods ending June 30, 2003 reflect negative gross
profit of ($4,085) and ($8,085) and are primarily the result of the amortization
of the original purchase price of the Automatic Reminder software reflected in
the cost of sales.

Total operating expenses were $326,568 and $1,176,974 for the three and six
month periods ending June 30, 2004 respectively, an increase of $305,030 and
$1,128,412 over the three and six-month periods ending June 30, 2003 which
totaled $21,538 and $48,562 respectively. The increase in the three-month
periods is primarily a result of $100,000 in consulting fees which were not
incurred in the previous year's three month period, an increase in officers
salary of $66,166 and the addition of operating expenses of $80,071 for SWK
Technologies from June 2, 2004 (the date of acquisition) through June 30, 2004.
The increase in operating expenses for the six-month period ending June 30,
2004, was the result of a $700,000 charge to expense representing $350,000 each
due to Mark Meller, President of Trey Resources and Jerome Mahoney, Chairman of
the Board for the successful completion of the spin-off of the company from its
former parent; the $100,000 in consulting fees and increase in officers salary
of $66,166 listed above and the addition of the one month of operations included
as a result of the acquisition of SWK, Inc.

Other expenses for the three and six-months ended June 30, 2004 were $92,860 and
$195,729 respectively, an increase of $92,481 and $191,205 over the three and
six-month periods ending June 30, 2003. The increase reflects the write-off of
financing costs of $83,580 in the current year three month period comprised of
fees and market discount charged pursuant to the equity-line financing agreement
with Cornell Capital Partners, LP. The current year six-month period includes a
write of financing expenses of $146,580, and $35,000 debt discount on the
Company's convertible debentures, which were previously capitalized until such
time as the shares underlying the convertible debt were effectively registered.
These items were not

                                       15
<PAGE>

incurred in the same three-month period of the previous year.

Net loss for the three and six month periods ending June 30, 2004 was $312,654
and $1,268,179 respectively as compared to $26,002 and 61,171 for the three and
six-month periods ending June 30, 2003. The increase in net loss for the
respective periods was a result of the factors discussed above.

EMPLOYEES
---------

As of June 30, 2004, the Company had 13 employees, of which, 11 have been
acquired in the SWK, Inc acquisition.

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

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

To date, Trey has incurred substantial losses, and will require financing for
working capital to meet its operating obligations. 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.

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. In addition, Cornell Capital
Partners will receive, as additional compensation, the number of shares of Class
A Common Stock equal to one and one half percent (1.5%) of the number of shares
of Class A Common Stock outstanding on the date that the registration statement
becomes effective. To date, Trey has not drawn down on the Equity Line of
Credit.

In connection with the acquisition of SWK, Inc. Trey has assumed a total of
$664,843 in liabilities and has borrowed an additional $35,000 from an unrelated
third party. Of the liabilities assumed, a total of $216,372

                                       16
<PAGE>

has been repaid through June 30, 2004. 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 $6,250. Trey believes that the fair value of these assets may be
greater than the book value, although it has not undertaken an appraisal. 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.

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

Kevin Whalen is owed $74,000 in amounts due for unpaid salary from iVoice. This
amount is related to services provided to iVoice and unrelated to the operations
of Trey. However, because Mr. Whalen assisted in the preparation of the
financial statements and footnotes related to the spin-off, Trey assumed this
obligation to Kevin Whalen. This amount shall be 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.

Trey has entered into employment contracts with its Non-Executive Chairman of
the Board of Directors and its President. As consideration, Trey agreed to pay
Mr. Mahoney the sum of $180,000 the first year with a 10% increase every year
thereafter. The employment agreement with Mr. Mahoney provides for a severance
payment to him of three hundred percent (300%), less $100, of his gross income
for services rendered to Trey in each of the five prior calendar years (or
shorter period during which Mr. Mahoney shall have been employed by Trey) should
his employment be terminated following a change in control, as defined in the
employment agreement. Mr. Mahoney shall also be paid the sum of $350,000 upon
the completion of the Spin-Off.

On September 15, 2003, Trey entered into an employment agreement with Mr.
Meller. He will serve as Trey's President and Chief Financial Officer for a term
of five years. As consideration, Trey agreed to pay Mr. Meller the sum of
$180,000 the first year with a 10% increase every year thereafter. The
employment agreement with Mr. Meller provides for a severance payment to him of
three hundred percent (300%), less $100, of his gross income for services
rendered to Trey in each of the five prior calendar years (or shorter period
during which Mr. Meller shall have been employed by Trey) should his employment
be terminated

                                       17
<PAGE>

following a change in control, as defined in the employment agreement. Mr.
Meller shall also be paid the sum of $350,000 upon the completion of the
Spin-Off. Except for the one-time payment of $350,000.

Mr. Mahoney and Mr. Meller have agreed to defer the receipt of the $350,000
payments owed to each of them for the successful completion of the spin-off
until Management believes it has sufficient resources to fund these obligations.

During the six months ended June 30, 2004, Trey had a net increase in cash of
$318,334. Trey's principal sources and uses of funds were as follows:

         CASH USED BY OPERATING ACTIVITIES. Trey used $1,323,513 in cash for
operating activities in the six months ended June 30, 2004 an increase of
$1,287,153 as compared to $36,360 in cash used for operating activities in the
six months ended June 30, 2003. The increase is primarily the result of the loss
from operations sustained by the Company in the current year six-month period.

         CASH PROVIDED BY INVESTING ACTIVITIES. Investing activities for the six
months ended June 30, 2004 generated $27,21. Of this amount, $29,874 was
received as a result of the acquisition of SWK, Inc, and was offset by the
purchase of equipment totaling $2,659. For the six months ended June 30, 2003,
the company had no cash related investing activities.

        CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the six
months ended June 30, 2004 provided a total of $1,614,632 in cash. This total
consisted of $1,000,000 in notes payable proceeds representing advances under
the equity line of credit with Cornell Capital Partners and an additional
unsecured borrowing of $35,000 from an unrelated party. The company also
borrowed a total of $793,779 from related parties which represented salaries,
expense reimbursements, interest on unpaid obligations and two one-time payments
of $350,000 each to Mr. Mahoney and Mr. Meller the payment of which has been
deferred until such time as Management believes it has sufficient resources to
fund these obligations.

ITEM 3.  CONTROLS AND PROCEDURES

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

Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in ss.240.13a-15(e) or 240.15d-15(e) under the Exchange
Act as of June 30, 2004. Based upon that evaluation required by paragraph
ss.240.13a-15 or 240.15d-15, the Chief Executive Officer and Chief Financial
Officer concluded that, our disclosure controls and procedures were effective in
timely alerting them to the material information relating to us (or our
consolidated subsidiaries) required to be included in our periodic SEC filings.

CHANGES IN INTERNAL CONTROLS.
-----------------------------

There were no significant changes made in our internal controls during the
period covered by this report, or to our knowledge, in other factors that could
significantly affect these controls subsequent to the date of their evaluation.

                                       18
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     a) Exhibits:

         3.1      Third Amended and Restated Certificate of Incorporation for
                  Trey Resources, Inc.

         10.11    Employment Agreement, dated June 2, 2004, between SWK
                  Technologies, Inc., and Lynn Berman.

         10.12    Employment Agreement, dated June 2, 2004, between SWK
                  Technologies, Inc., and Jeffrey Roth.

         10.13    Employment Agreement, dated June 2, 2004, between SWK
                  Technologies, Inc., and Gary Berman.

         31.1     Certifications of the Chief Executive Officer and Chief
                  Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002

         32.1     Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
                  Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002

     b) Reports on Form 8-K:

         On a Current Report on Form 8-K dated June 2, 2004, the Registrant
         disclosed that it had acquired all of the issued and outstanding
         capital stock of SWK, Inc. ("SWK"), a New Jersey based information
         technology company, pursuant to an Acquisition Agreement dated June 1,
         2004 (the "Acquisition Agreement") by and among the Registrant, SWK and
         SWK's shareholders.



                                       19
<PAGE>

                                   SIGNATURES

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


Trey Resources, Inc.

By: /s/ Mark Meller                        Date:     August 12, 2004
    ----------------------------------------------------------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer


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

By: /s/ Mark Meller                        Date:     August 12, 2004
    ----------------------------------------------------------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer




                                       20
<PAGE>


                                INDEX OF EXHIBITS

         3.1      Third Amended and Restated Certificate of Incorporation for
                  Trey Resources, Inc.

         10.11    Employment Agreement, dated June 2, 2004, between SWK
                  Technologies, Inc., and Lynn Berman.

         10.12    Employment Agreement, dated June 2, 2004, between SWK
                  Technologies, Inc., and Jeffrey Roth.

         10.13    Employment Agreement, dated June 2, 2004, between SWK
                  Technologies, Inc., and Gary Berman.

         31.1     Certifications of the Chief Executive Officer and Chief
                  Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002

         32.1     Certification Pursuant To 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002












                                       21