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

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


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

         FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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.)


293 EISENHOWER PARKWAY
LIVINGSTON, NJ                                                        07039
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip Code)

Registrant's Telephone Number, Including Area Code:  (973) 422-9644

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
November 15, 2004: 23,158,573

================================================================================
<PAGE>

                              TREY RESOURCES, INC.
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004



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



                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION

         Item 1.  Condensed Consolidated Financial Statements

                  Balance Sheet - September 30, 2004 (Unaudited)               2

                  Statements of Operation -
                  For the three and nine months ended September 30,
                  2004 and 2003                                                3

                  Statements of Cash Flows -
                  For the nine months ended September 30, 2004 and 2003    4 - 5

                  Notes to Financial Statements                           6 - 14

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                    15 - 20

         Item 3.  Controls and Procedures                                     21




PART II. OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K                            22




                                        1
<PAGE>

                       TREY RESOURCES, INC. and SUBSIDIARY
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2004

                                     ASSETS
CURRENT ASSETS
Cash and cash equivalents                                           $   458,935
Accounts receivable, net                                                175,994
Other receivables                                                         7,092
Prepaid expenses                                                         21,348
                                                                    -----------
       Total current assets                                             658,369
                                                                    -----------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $7,271        77,836

OTHER ASSETS
Goodwill                                                              1,008,041
Deposits and other assets                                                36,357
                                                                    -----------
       Total other assets                                             1,044,398
                                                                    -----------

TOTAL ASSETS                                                        $ 1,780,603
                                                                    ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses                               $   394,564
Deferred revenue                                                         12,605
Obligations under capital leases - current portion                       11,670
5% Convertible Debentures - Note 6                                       24,000
Notes payable - Note 7                                                  997,185
Due to related parties - current portion - Note 8                     1,597,649
                                                                    -----------
         Total current liabilities                                    3,037,673
                                                                    -----------
LONG TERM DEBT
Due to related parties - non-current                                     36,248
Obligations under capital leases - non-current                           13,381
                                                                    -----------
          Total long-term debt                                           49,629

         Total liabilities                                            3,087,302
                                                                    -----------
COMMITMENTS AND CONTINGENCIES - Note 9                                     --

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;
     13,170,156 shares issued and outstanding                               132
  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                                            1,174,957
Accumulated deficit                                                  (2,481,788)
                                                                    -----------
         Total stockholders' deficiency                              (1,306,699)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $ 1,780,603


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 Nine Months Ended
                                                                September 30,                       September 30,
                                                       ------------------------------      ------------------------------
                                                           2004              2003              2004              2003
                                                       ------------      ------------      ------------      ------------
<S>                                                    <C>               <C>               <C>               <C>
SALES, net                                             $    577,064      $       --        $    792,139      $      1,350

COST OF SALES                                               294,535             4,500           405,086            13,935
                                                       ------------      ------------      ------------      ------------

GROSS PROFIT (LOSS)                                         282,529            (4,500)          387,053           (12,585)
                                                       ------------      ------------      ------------      ------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                        101,739              --             138,022               298
    General and administrative expenses                     637,645           107,999         1,776,166           155,839
    Depreciation and amortization                             6,525              --               8,695               424
                                                                         ------------      ------------      ------------
Total selling, general and administrative expenses          745,909           107,999         1,922,883           156,561
                                                       ------------      ------------      ------------      ------------

LOSS FROM OPERATIONS                                       (463,380)         (112,499)       (1,535,830)         (169,146)
                                                       ------------      ------------      ------------      ------------

OTHER INCOME\(EXPENSE)
    Write-off of financing costs                            (41,897)             --            (223,477)             --
    Other Income                                               --                --                 423              --
    Interest expense                                        (16,649)          (11,629)          (31,221)          (16,153)
                                                       ------------      ------------      ------------      ------------
Total other income\(expense)                                (58,546)          (11,629)         (254,275)          (16,153)
                                                       ------------      ------------      ------------      ------------

LOSS OPERATIONS BEFORE INCOME TAXES                        (521,926)         (124,128)       (1,790,105)         (185,299)

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

NET LOSS                                               $   (521,926)     $ (124,128) $       (1,790,105)     $   (185,299)
                                                       ============      ============      ============      ============


NET LOSS PER COMMON SHARE
    Basic                                              $      (0.05)     $      (0.04)     $      (0.26)     $      (0.06)
                                                       ============      ============      ============      ============
    Diluted                                            $      (0.05)     $      (0.04)     $      (0.26)     $      (0.06)
                                                       ============      ============      ============      ============


</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 Nine Months Ended
                                                                      September 30,
                                                             ------------------------------
                                                                 2004              2003
                                                             ------------      ------------
<S>                                                          <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITES
   Net loss                                                  $ (1,790,185)     $   (185,299)
   Adjustments to reconcile net loss to net cash used in
     operating activities, net of effects of acquisition
   Depreciation and amortization                                   14,996            13,924
   Debt issue costs                                                55,000              --
   Common stock issued for services                                43,600              --
   Common stock issued for interest expense                         9,163              --
   Discount on common stock conversions                            21,224              --
   Changes in certain assets and liabilities:
           Accounts receivable                                    (98,802)             --
           Accounts payable and accrued liabilities              (111,666)          118,636
           Deferred revenue                                       (41,708)             --
           Other assets                                            38,523              --
                                                             ------------      ------------
Total cash used in operating activities                        (1,859,775)          (52,739)
                                                             ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                              (7,641)             --
   Net cash acquired in acquisition of SWK, Inc.                   29,874              --
                                                             ------------      ------------
Total cash provided by investing activities                        22,233              --
                                                             ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                       400,000              --
   Proceeds from related party loans                            1,151,204             6,486
   Repayment of related party loans                                (3,094)          (77,350)
   Proceeds from notes payable                                  1,385,000              --
   Repayment of notes payable                                    (426,037)             --
   Repayment of debt assumed in acquisition                      (216,372)             --
   Repayment of capital leases                                     (3,771)             --
   Sale of convertible debentures                                    --             140,000
                                                             ------------      ------------
Total cash provided by financing activities                     2,286,930            69,136
                                                             ------------      ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                         449,387            16,397

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                     4,548              --
                                                                               ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                    $    453,935      $     16,397
                                                             ============      ============


CASH PAID DURING THE PERIOD FOR:
   Interest expense                                          $      2,437      $       --
                                                             ============      ============
   Income taxes                                              $       --        $       --
                                                             ============      ============
</TABLE>

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

                                       4
<PAGE>

                       TREY RESOURCES, INC. and SUBSIDIARY
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the Nine Months Ended September 30, 2004:
---------------------------------------------

a)   During the nine months ended September 30, 2004, the Company issued 45,000
     shares of Class A common stock for commitment fees pursuant to the Equity
     Line of Credit with Cornell Capital valued at $18,000.

b)   During the nine months ended September 30, 2004, the Company issued 20,000
     shares of Class A common stock for placement agent fees pursuant to the
     Equity Line of Credit with Cornell Capital valued at $8,000.

c)   During the nine months ended September 30, 2004, the Company issued 110,000
     shares of Class A common stock as compensation for services valued at
     $17,600.

d)   On June 2, 2004, the Company issued 2,750,000 shares of Class A common
     stock pursuant to the acquisition and merger agreement with SWK Inc.,
     valued at $550,000.

e)   During the nine months ended September 30, 2004, the Company issued
     5,130,480 shares of Class A common stock with a total value of $425,248. Of
     this amount, $400,000 was for repayment of principal and $4,024 in interest
     on outstanding notes payable, issued as advances on the equity line
     financing with Cornell Capital Partners, LP. The balance of $21,224
     represents discount on conversions of the principal and interest on the
     advances on the equity line to common stock.

f)   During the nine months ended September 30, 2004, the Company issued
     2,207,328 shares of its Class A common stock for the repayment of $116,000
     in principal and $5,138 in interest on its 5% Convertible Debentures.

For the Nine Months Ended September 30, 2003:
---------------------------------------------

a)   On March 31, and on September 19, 2003 the Company issued $40,000 and
     $100,000 respectively, of its 5% Convertible Debentures with a 20%
     beneficial conversion feature. The beneficial conversion has been recorded
     as a prepaid financing cost until such time as the Company's Class A common
     stock into which the debentures are convertible is registered. Upon
     effective registration of the Company's common stock, any amounts
     capitalized as beneficial conversion feature was charged to expense in
     accordance with EITF Issue 98-5.


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

                                       5
<PAGE>

                       TREY RESOURCES, INC. and SUBSIDIARY
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2004 AND 2003

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 nine-month period ending September 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.

                                       6
<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 nine-month period ending September 30, 2004, include the
        operations of SWKT from June 2, 2004 (the date of acquisition) though
        September 30, 2004.

        The result of operations for the three and nine-month periods ended
        September 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 September 30, 2004, a valuation allowance
        has been established to reduce deferred tax assets to $0, the amount
        expected to be realized.

                                       7
<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 nine month periods ending September
        30, 2004. The number of shares used in the calculation for the three and
        nine month periods ending September 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         Nine Months Ended
                                           September 30,              September 30,
                                     ------------------------   ------------------------
                                        2004          2003         2004          2003
                                     ----------    ----------   ----------    ----------
<S>                                  <C>            <C>          <C>           <C>
        Basic and Diluted purposes   11,078,874     3,000,000    6,952,872     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 2, 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 2, 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 $2.4 million as of September 30, 2004. These
        matters raise substantial doubt about the Company's ability to

                                       8
<PAGE>

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

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

        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 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 - GOODWILL

        As of September 30, 2004, goodwill 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

                                       9
<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 September 30, 2004, $116,000 in principal and $5,138 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
        September 30, 2004 was $24,000, plus accrued interest of $2,092

NOTE 7- NOTES PAYABLE

        From March through August 30, 2004, the Company issued five promissory
        notes payable to Cornell Capital Partners, LP totaling $1,350,000 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 September 30, 2004, $400,000 in principal
        and $4,024 in interest was repaid through the issuance of 5,130,480
        shares of Class A common stock. At September 30, 2004, a balance of
        $950,000 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 September 30, 2004, the
        outstanding balance payable to Wass Associates totaled $47,185.

NOTE 8 - DUE TO RELATED PARTIES

        For the nine months ended September 30, 2003, the Company was allocated
        $13,500 for the amortization of the original purchase price of the
        Automatic Reminder software, operating costs of $4,159 and interest
        expense of $1,151 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

                                       10
<PAGE>

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

        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 auto allowance of $800 and 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 September 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 $926,569.

        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. Additionally, Mr. Meller is to receive
        salary, auto allowance and monthly expense reimbursements. Mr. Meller,
        at his option has, deferred payment of much of his compensation until
        such time as adequate cash resources exist to satisfy these obligations.
        Total unpaid salary, expense allowances, the one-time payment in
        connection with the spin-off remaining unpaid at September 30, 2004
        amounted to $661,835.

        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

                                       11
<PAGE>

        September 30, 2004, the outstanding balance to Mr. Berman was $22,746.

        In connection with the acquisition of SWK, Inc, the Company assumed a
        note payable to Lynn Berman, a former shareholder of SWK, Inc. and
        current shareholder of Trey. On April 1, 2004, Ms. Berman loaned the
        company $25,000 pursuant to the Agreement and Plan of Merger and
        Reorganization among Trey, SWK and SWK Technologies, Inc. The unsecured
        note bears interest at 5% per annum and is payable in bi-weekly amounts
        of $217. At September 30, 2004, the outstanding balance to Ms. Berman
        was $22,746.


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
        five promissory notes payable to Cornell Capital Partners, LP totaling
        $1,350,000 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

                                       12
<PAGE>

        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 $69,500 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 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 September 30, 2004:
        10,000,000,000 shares of authorized common stock with a par value of
        $.00001, 13,170,156 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 nine-month period ending September 30, 2004, the company had the
        following transactions in its Class A common stock:

            o   In connection with the spin-off from its former parent company
                iVoice, Inc., the Company issued 2,907,248 Class A common shares
                on February 13, 2004. This amount represents one share of Trey
                Resources, Inc. Class A common stock for every 1,793 shares of
                iVoice Class A common stock held as of the record date of
                February 9, 2004.

            o   The Company issued 45,000 shares of Class A common stock for
                commitment fees pursuant to the Equity Line of Credit with
                Cornell Capital valued at $18,000.

            o   The Company issued 20,000 shares of Class A common stock for
                placement agent fees pursuant to the Equity Line of Credit with
                Cornell Capital valued at $8,000.

                                       13
<PAGE>

            o   The Company issued 110,000 shares of Class A common stock as
                compensation for services valued at $17,600.

            o   The Company issued 2,750,000 shares of Class A common stock
                pursuant to the acquisition and merger agreement with SWK Inc,
                valued at $550,000.

            o   The Company issued 5,130,480 shares of Class A common stock with
                a total value of $425,248. Of this amount, $400,000 was for
                repayment of principal and $4,024 in interest on outstanding
                notes payable, issued as advances on the equity line financing
                with Cornell Capital Partners, LP. The balance of $21,224
                represents discount on conversions of the principal and interest
                on the advances on the equity line to common stock.

            o   The Company issued 2,207,328 shares of its Class A common stock
                for the repayment of $116,000 in principal and $5,138 in
                interest on its 5% Convertible Debentures.

        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 1 with respect to Class A Common Stock. As of September 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.

        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 September 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 September 30, 2004, no shares were
        issued or outstanding.


                                       14
<PAGE>

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

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 condensed
consolidated financial statements and related notes included elsewhere in this
filing as well as our audited consolidated 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

Recent Developments
-------------------

On September 28, 2004, the Company announced that it has entered into a letter
of intent to sell its appointment reminder software and assorted intellectual
property relating to the technology to Laser Energetics, Inc. The transaction is
subject to the completion of favorable due diligence, the signing of a
definitive agreement and customary closing conditions.

On August 10, 2004, the Company announced it had signed a letter of intent to
acquire Business Tech Solutions Group, Inc. (BTSG), a New Jersey-based
information technology company and value-added reseller of Best Software's
category leading BusinessWorks accounting software. The transaction closed on
November 11, 2004.

New Products
------------

The Company recently announced its subsidiary, SWK Technologies, Inc, has
developed five different proprietary enhancements that seamlessly integrate with
Best Software's market-leading MAS 90 and MAS 200 accounting software packages.
These enhancements are now available for sale. The new software tools relate to
workflow processing of financial transactions. The utilities enable users to
more easily and quickly enter transactions, cancel them, credit and cancel
orders and more efficiently manage warehouse operations. The products were all
developed in-house by SWK. The enhancements were developed with the specific
purpose of increasing the functionality of MAS 90 and MAS 200 as increased
functionality translates into ease of use and increased productivity.

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

                                       15
<PAGE>

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 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.

September 30, 2004 compared to September 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 nine month periods ended
September 30, 2003 were $0 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 nine-months periods ended September 30, 2004, totaling $577,064 and $792,139
respectively, represent the sales of SWK Technologies, Inc, from June 2, 2004
(the date of acquisition) through September 30, 2004. As such, the entire
increase in sales is due to the acquisition of SWK, Inc.

Except for negative gross profit for the nine month periods ending September 30,
2004 of ($6,750) from the Automatic Reminder business comprised of 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
nine-months ended September 30, 2004 of $282,529 and $387,053 represent the
gross profit of SWK Technologies, Inc. from June 2, 2004 (the date of
acquisition) through September 30, 2004. As a percentage of sales, gross margin

                                       16
<PAGE>

was 49.0% and 48.9% for the three and nine month periods ending September 30,
2004. The three and nine month periods ending September 30, 2003 reflect
negative gross profit of ($4,500) and ($12,585) and are 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 $745,909 and $1,922,883 for the three and nine
month periods ending September 30, 2004 respectively, an increase of $637,910
and $1,766,322 over the three and nine-month periods ended September 30, 2003
which totaled $107,999 and $156,561 respectively. The increase in the
three-month period is primarily the result of a $286,334 charge for retroactive
salary, auto allowance and monthly expense reimbursements for Mark Meller
pursuant to his employment contract which were not incurred in the previous
year's three month period, an increase in officers salary of $54,000 and the
addition of operating expenses of $207,837 for SWK Technologies. The increase in
operating expenses for the nine-month period ending September 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; a $286,334 charge for retroactive salary, auto allowance and monthly
expense reimbursements for Mark Meller; an increase in of $100,000 in consulting
fees and increase in officers salary of $63,000 and the addition of $295,908 in
operating expenses of SWK Technologies from June 2, 2004 (the date of
acquisition) through September 30, 2004.

Other expenses for the three and nine-months ended September 30, 2004 were
$58,546 and $254,275 respectively, an increase of $46,917 and $238,122 over the
three and nine month periods ending September 30, 2003. The increase reflects
the write-off of financing costs of $41,897 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
nine-month period includes a write of financing expenses of $188,477, 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 incurred in the same
three-month period of the previous year.

Net loss for the three and nine month periods ending September 30, 2004 was
$521,926 and $1,790,105 respectively as compared to $124,128 and 185,299 for the
three and nine-month periods ending September 30, 2003. The increase in net loss
for the respective periods was a result of the factors discussed above.

Operating Results of SWK Technologies, Inc.
-------------------------------------------

SWK Technologies, Inc., a wholly owned subsidiary of Trey Resources acquired on
June 2, 2004, 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. Excluding the
operating results of the parent company Trey Resources, which is comprised of
operating expenses that predominately include executive salaries and
professioanl fees associated with the spin off of Trey Resources from iVoice,
Inc. , SWK Technologies, has produced positive operating results since its
acquisition date. For the three months ended September 30, 2004 and the period
from June 2, 2004 (date of acquisition) through September 30 2004, the
summarized operating results of SWK Technologies, Inc., are as follows:

<TABLE><CAPTION>
                                    Three Months Ended    June 2, 2004 (acquisition date)
                                    September 30, 2004      through September 30, 2004
                                    ------------------      --------------------------
<S>                                       <C>                     <C>
            Revenues                      $577,064                $792,139
</TABLE>

                                       17
<PAGE>

<TABLE><CAPTION>
<S>                                       <C>                     <C>
            Gross Profit                  $286,082                $393,803
            Income from operations        $ 65,692                $ 97,696
</TABLE>

Employees
---------

As of September 30, 2004, the Company had 14 employees, of which, 12 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 has been repaid. 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.

                                       18
<PAGE>

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 $69,500 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 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.

                                       19
<PAGE>

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 nine months ended September 30, 2004, Trey had a net increase in cash
of $453,935. Trey's principal sources and uses of funds were as follows:

        CASH USED IN OPERATING ACTIVITIES. Trey used $1,859,775 in cash for
operating activities in the nine months ended September 30, 2004 an increase of
$1,807,036 as compared to $52,739 in cash used for operating activities in the
nine months ended September 30, 2003. The increase is primarily the result of
the loss from operations sustained by the Company in the current year nine-month
period.

        CASH PROVIDED BY INVESTING ACTIVITIES. Investing activities for the nine
months ended September 30, 2004 generated $22,233. 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 $7,641. For the nine months ended September 30,
2003, the company had no cash related investing activities.

        CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the nine
months ended September 30, 2004 provided a total of $2,286,930 in cash. This
total consisted of $1,350,000 in note 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 $1,151,204 from related parties which primarily 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 September 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.

                                       20
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits:

        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:

        The Company filed a Current Report on Form 8-K with the Securities and
        Exchange Commission dated August 13, 2004, announcing the financial
        results for the Company for the three and six month periods ending June
        30, 2004.

        The Company filed an Amended Report on Form 8-K/A Amendment No. 1 with
        the Securities and Exchange Commission dated June 2, 2004, to properly
        file, as required by and for the periods specified in Rule 3-05(b) of
        Regulation S-X, the audited financial statements of SWK, Inc., which the
        Company acquired on June 2, 2004; and the proforma financial statements
        of the Company specified in Article 11 of Regulation S-X.






















                                       21
<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:     November 15, 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:     November 15, 2004
    ------------------------------------------------------------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer






















                                       22
<PAGE>


                                Index of Exhibits


        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






























                                       23