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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

                                 AMENDMENT NO. 1

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

         FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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,
                                                               $.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
May 10, 2004: 4,193,126.

NOTE: THE COMPANY IS FILING THIS AMENDMENT TO ITS QUARTERLY REPORT SOLELY FOR
CORRECTING A TYPOGRAPHICAL ERROR IN INTEREST EXPENSE OF THE STATEMENT OF
OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2004
================================================================================
<PAGE>
                              TREY RESOURCES, INC.
                         CONDENSED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004



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



                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION

         Item 1.  Condensed Financial Statements

                  Balance Sheet - March 31, 2004 (Unaudited)                   2

                  Statements of Operation -
                  For the three months ended March 31, 2004 and 2003           3

                  Statements of Cash Flows -
                  For the three months ended March 31, 2004 and 2003       4 - 5

                  Notes to Financial Statements                           6 - 12

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                    13 - 17

         Item 3.  Controls and Procedures                                     17




PART II. OTHER INFORMATION

         Item 5.  Other Information                                           17

         Item 6.  Exhibits and Reports on Form 8-K                            17






                                        1
<PAGE>
                              TREY RESOURCES, INC.
                       CONDENSED BALANCE SHEET (UNAUDITED)
                                 MARCH 31, 2004



<TABLE><CAPTION>
<S>                                                                   <C>
                                     ASSETS

CURRENT ASSETS
Cash and cash equivalents                                             $     25,740
Other receivable                                                            41,985
                                                                      ------------
   Total current assets                                                     67,725
                                                                      ------------


OTHER ASSETS
Software license costs, net of accumulated amortization of $2,250            4,500
                                                                      ------------
   Total other assets                                                        4,500
                                                                      ------------

TOTAL ASSETS                                                          $     72,225
                                                                      ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Accounts payable and accrued expenses                                 $    126,710
5% Convertible Debentures - Note 4                                         140,000
Notes payable - Note 5                                                     200,000
Due to related parties - Note 7                                          1,191,623
                                                                      ------------
   Total current liabilities                                             1,658,333
                                                                      ------------

   Total liabilities                                                     1,658,333
                                                                      ------------

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;
       3,037,348 shares issued and outstanding                                  30
   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                                                  61,070
Accumulated deficit                                                     (1,647,208)
                                                                      ------------
   Total stockholders' deficiency                                       (1,586,108)
                                                                      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                        $     72,225
                                                                      ============
</TABLE>



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

                                        2
<PAGE>
                              TREY RESOURCES, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE><CAPTION>
                                                         FOR THE THREE MONTHS ENDED
                                                                 MARCH 31,
                                                       ------------------------------
                                                           2004              2003
                                                       ------------      ------------
<S>                                                    <C>               <C>
SALES, net                                             $         --      $        500

COST OF SALES                                                 2,250             4,500
                                                       ------------      ------------

GROSS PROFIT                                                 (2,250)           (4,000)
                                                       ------------      ------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
   Selling expenses                                              --               106
   General and administrative expenses                      850,406            26,586
   Research and development                                      --               208
   Depreciation and amortization                                 --               124
                                                       ------------      ------------
Total selling, general and administrative expenses          850,406            27,024
                                                       ------------      ------------

LOSS FROM OPERATIONS                                       (852,656)          (31,024)
                                                       ------------      ------------

OTHER INCOME\(EXPENSE)
   Write-off of financing costs                             (98,000)               --
   Interest expense                                          (4,869)           (4,145)
                                                       ------------      ------------
Total other income\(expense)                               (102,869)           (4,145)
                                                       ------------      ------------

LOSS OPERATIONS BEFORE INCOME TAXES                        (955,525)          (35,169)

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

NET LOSS                                               $   (955,525)     $    (35,169)
                                                       ============      ============
NET LOSS PER COMMON SHARE
   Basic                                               $      (0.32)     $      (0.01)
                                                       ============      ============
   Diluted                                             $      (0.32)     $      (0.01)
                                                       ============      ============
</TABLE>

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

                                        3
<PAGE>
                              TREY RESOURCES, INC.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


<TABLE><CAPTION>
                                                       FOR THE THREE MONTHS ENDED
                                                                MARCH 31,
                                                      ------------------------------
                                                          2004              2003
                                                      ------------      ------------
<S>                                                   <C>               <C>
CASH FLOW USED IN OPERATING ACTIVITIES
   Net loss                                           $   (955,525)     $    (35,169)
   Adjustments to reconcile net loss to net cash
      used in operating activities
   Depreciation                                                 --               124
   Amortization of software license                          2,250             4,500
   Debt issue costs                                         55,000                --
   Common stock issued for services                         26,000                --
   Changes in certain assets and liabilities:
         Accounts payable and accrued liabilities          (73,557)              350
         Other assets                                       12,601                --
                                                      ------------      ------------
Total cash used in operating activities                   (933,231)          (30,195)
                                                      ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from related party loans                       754,423            21,198
   Proceeds form notes payable                             200,000                --
   Sale of convertible debentures                               --            40,000
                                                      ------------      ------------
Total cash provided by financing activities                954,423            61,198
                                                      ------------      ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                   21,192            31,003

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD              4,548                --
                                                      ------------      ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD             $     25,740      $     31,003
                                                      ============      ============

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                   $         --      $         --
                                                      ============      ============

   Income taxes                                       $         --      $         --
                                                      ============      ============
</TABLE>

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

                                        4
<PAGE>
                              TREY RESOURCES, INC.
           CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003




SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

March 31, 2004:
---------------

a)   During the three months ended March 31, 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 three months ended March 31, 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.























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

                                        5
<PAGE>
                              TREY RESOURCES, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2004



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Basis of Presentation
          ---------------------
          The accompanying unaudited condensed financial statements include the
          accounts of Trey Resources, Inc. (the "Company" or "Trey"). 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.

          The result of operations for the three-month periods ended March 31,
          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.

          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 period. The number of shares used in the
          calculation assumes the shares issued in connection with the Company's
          spin - off from iVoice, Inc. were issued and outstanding for each
          period presented. 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:

                                                  THREE MONTHS ENDED MARCH 31,
                                                ------------------------------
                                                    2004              2003
                                                ------------      ------------
          Basic and Diluted purposes               3,003,232         3,000,000


          Company Background
          ------------------
          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. It is engaged in the
          design, manufacture, and marketing of specialized telecommunication
          equipment. As of March 31, 2004, the Company employed two part time
          employees.

                                        6
<PAGE>
          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.

          In conjunction with the spin-off, iVoice and Trey have entered into an
          Administrative Services Agreement that provides each other with
          certain administrative and operational services over a certain period
          of time to assist Trey with its transition to a separate company.

          Trey has assumed $324,000 in accrued liabilities and related party
          debt from iVoice. The debt will be convertible into common stock of
          Trey Resources at the option of the holders as later described in
          these notes.

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


NOTE 2 -  GOING CONCERN

          The accompanying condensed 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 traditionally operated as a
          non-reporting component of iVoice, Inc. and accordingly, the results
          of operations, and cash flows of the Company for the three-month
          period ending March 31, 2003, have been derived from the 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. Presently, the Company relies on
          iVoice, Inc. for administrative, management, research and other
          services.

          As of March 31, 2004 and December 31, 2003, the Company had a net
          loss, a negative cash flow from operations as well as negative working
          capital. These matters raise substantial doubt about the Company's
          ability to continue as a going concern. Therefore, 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 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 has 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.

                                        7
<PAGE>
          The condensed 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 3 -  INTANGIBLE ASSETS

          Intangible assets consist of software source codes originally
          purchased by iVoice for $90,000 in May 1999. The asset is reflected at
          its original cost net of accumulated amortization of $76,500, from the
          date acquired by iVoice. The asset is being amortized over a five-year
          period. 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. At December 31, 2003
          the most recent impairment review, there was no impairment of goodwill
          or other indefinite - lived intangible assets.


NOTE 4 -  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 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. During the three-month
          period ending March 31, 2004 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.


NOTE 5 -  NOTES PAYABLE

          In March 2004 the Company issued two promissory notes payable to
          Cornell Capital Partners, LP totaling $200,000 for advances on the
          equity-line financing agreement entered into with Cornell in January
          2003. The notes mature 120 days from the date of issue with interest
          accruing at 12% per annum on any balance left unpaid after the
          maturity date. At March 31, 2004 all amounts owed remained
          outstanding.

                                        8
<PAGE>
NOTE 6 -  RELATED PARTY TRANSACTIONS

          For the three-month period ended March 31, 2003, The Company was
          allocated operating costs of $31,524 respectively and interest expense
          of $4,145 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. Other income and other expense
          have been allocated to Trey by iVoice based upon a ratio of revenues
          of the Automatic Reminder software over total iVoice revenues for the
          applicable periods. 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 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 approximately $95,000.


NOTE 7 -  DUE TO RELATED PARTIES

          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 to receive a
          one-time payment of $350,000.

          Total amounts owed to Mr. Mahoney at March 31, 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 $841,623.

                                        9
<PAGE>
          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 to receive a
          one-time payment of $350,000.


NOTE 8 -  COMMITMENTS AND CONTINGENCIES

          As discussed in Note 4, the Company has entered into a subscription
          agreement with certain purchasers for the sale of $140,000 in
          convertible debentures. The notes will be 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. will receive 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 5, 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
          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.


                                       10
<PAGE>
          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 7.


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 March 31, 2004:
          10,000,000,000 shares of authorized common stock with a par value of
          $.00001, 3,037,438 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.

          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 March 31,
          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 March 31, 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 March 31, 2004, no shares were
          issued or outstanding.

                                       11
<PAGE>

NOTE 10 - SUBSEQUENT EVENTS

          On April 27, 2004, the Company announced its intentions to acquire
          SWK, Inc., a New Jersey-based information technology company, value
          added reseller, and master developer of Best Software's category
          leading MAS 90, MAS 200, and MAS 500 accounting software. The
          acquisition, which is subject to due diligence and the preparation of
          definitive agreements, is expected to close by May 31, 2004.






























                                       12
<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 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 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
-----------------

As a result of the spin-off, Trey has been 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 is to market and sell the Automatic Reminder software
product. The Reminder uses a standard modem, available in most personal
computers, to automatically place telephone calls to the client. The application
has traditionally been sold as a software solution directly to end-users. This
business has historically operated as a non-reportable segment of iVoice due to
its low sales volume and business activity relative to its other business
activities. Management is uncertain that sufficient cash to sustain its
operations will be generated in the next twelve months, or beyond, by the sales
activity of the Automatic Reminder. Trey intends to use a portion of the
proceeds from any financing arrangements, on sales and marketing efforts for the
Automatic Reminder. It is unclear whether such efforts will result in a
reasonably successful operating business due to iVoice's previous lack of sales
and marketing efforts on the Automatic Reminder, the Company's lack of operating
history, the current economic environment and, more specifically, the
uncertainty of the telecommunications market.

                                       13
<PAGE>
MARCH 31, 2004 COMPARED TO MARCH 31, 2003
-----------------------------------------

All revenues reported by Trey are derived from the license of our automatic
reminder and call initiating software products to address a business or
professional organization's need to automatically confirm pre-set appointments
or meetings with customers or clients. For the three-months ended March 31,
2004, the Company reported no revenue. Total revenues for the three-months ended
March 31, 2003 were $500. Until February 11, 2004, the Automatic Reminder
business has only operated as a division of iVoice and has 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.

Gross margin for the three-months ended March 31, 2004 and 2003 was ($2,250) and
($4,000), respectively. The negative gross margin is a result of amortization of
the original purchase price of the Automatic Reminder software reflected in the
cost of sales.

Total operating expenses increased $823,382 from $27,024 for the three months
ended March 31, 2003 to $850,406 for the three months ended March 31, 2004. The
increase in operating expenses for the current quarter was principally a 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
current three-month period also reflects $73,667 in printing, reproduction and
filing costs related to the spin-off that were not incurred in the previous
period.

As of March 31, 2004, the Company had 2 employees.

The loss from operations for the three months ended March 31, 2004 was $847,156
compared to $31,024 for the three months ended March 31, 2003, an increase of
$816,132.

Other expenses for the three months ended March 31, 2004 reflect the write-off
of financing costs of $98,000 comprised of 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. Other
expense for the current year period also reflects fees charged pursuant to the
equity-line financing agreement with Cornell Capital Partners, LP. These items
were not incurred in the same three-month period of the previous year.

The Company incurred costs of $2,131 in three-month period ending March 31,
2004, related to the spin-off of its wholly owned subsidiary, Trey Resources,
Inc. These costs consist primarily of legal, accounting, printing and
reproduction as well as securities filing fees. This amount represents a
reduction of $23,558 from a total of $25,689 incurred in the three-month period
ending March 31, 2003.

Net loss for the three-month period ending March 31, 2004 was $955,525 as
compared to $35,169 for the first three months of 2003. The increase in net loss
of $920,356 was a result of the factors discussed above.

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

We are currently seeking additional operating income opportunities through
potential acquisitions or investments. Such acquisitions or investments may
consume cash reserves or require additional cash or equity. Our working capital

                                       14
<PAGE>
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.

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.

                                       15
<PAGE>
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 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. Meller shall
not be entitled to salary until such time that the Company has completed the
acquisition of all or substantially all the stock and/or assets of another
company.

Mr. Mahoney and Mr. Meller have agreed to forego 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 three months ended March 31, 2004, Trey had a net increase in cash of
$21,192. Trey's principal sources and uses of funds were as follows:

         CASH USED BY OPERATING ACTIVITIES. Trey used $933,231 in cash for
operating activities in the three months ended March 31, 2004 an increase of
$903,036 compared to $30,195 in cash used for operating activities in the three
months ended March 31, 2003. The increase is primarily the result of the loss
from operations sustained by the Company in the current three-month period.

         CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the
three months ended March 31, 2004 provided a total of $954,423 in cash. This
total consisted of $200,000 in note payable proceeds representing advances under
the equity line of credit with Cornell Capital Partners. The balance of $754,423
represents salaries, expense reimbursements, interest on unpaid obligations due
to related parties and two one-time payments of $350,000 each to Mr. Mahoney and
Mr. Meller that have been foregone until such time as Management believes it has
sufficient resources to fund these obligations.

                                       16
<PAGE>
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 March 31, 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.


                           PART II - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

On April 27, 2004, the Company announced its intentions to acquire SWK, Inc., a
New Jersey-based information technology company, value added reseller, and
master developer of Best Software's category leading MAS 90, MAS 200, and MAS
500 accounting software. The acquisition, which is subject to due diligence and
the preparation of definitive agreements, is expected to close by May 31, 2004.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a)  Exhibits:

             10.1    Promissory Note payable by Trey Resources, Inc. to Jerome
                     Mahoney dated February 11, 2004.

             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: None.


                                       17
<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:     June 9, 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:     June 9, 2004
    ----------------------------------------------------------------------
    Mark Meller, President,
    Chief Executive Officer and
    Principal Financial Officer








                                       18
<PAGE>

                                INDEX OF EXHIBITS



    10.1     Promissory Note payable by Trey Resources, Inc. to Jerome Mahoney
             dated February 11, 2004.

    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

















                                       19