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

                                 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 MARCH 31, 2005

                                       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) 758-9555

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

         Securities registered under Section 12(g) of the Exchange Act:
                        CLASS A COMMON, $.00001 PAR VALUE

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

Number of shares of Class A, common stock, par value $.00001, outstanding as of
April 20, 2005: 66,769,176.

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

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2005

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


                                                                        Page No.
                                                                        --------

PART I.      FINANCIAL INFORMATION

    Item 1.  Condensed Consolidated Financial Statements

                 Balance Sheet - March 31, 2005 (Unaudited)                   2


                 Statements of Operation -
                 For the three months ended March 31, 2005 and 2004           3

                 Statement of Accumulated Other Comprehensive Income (Loss)
                 For the three months ended March 31, 2005                    4

                 Statements of Cash Flows -
                 For the three months ended March 31, 2005 and 2004         5-6

                 Notes to Financial Statements                             7-19

    Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                          20-25

    Item 3.  Controls and Procedures                                         26

PART II. OTHER INFORMATION

    Item 2.  Unregistered Sale of Equity Securities and Use of Proceeds      26

    Item 5.  Other Information                                               26

    Item 6.  Exhibits and Reports on Form 8-K                             27-28


                                       1
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                 MARCH 31, 2005

<TABLE><CAPTION>
<S>                                                                            <C>
                                  ASSETS
CURRENT ASSETS
Cash and cash equivalents                                                      $    717,820
Securities available for sale                                                        50,000
Convertible debentures, net of allowance for doubtful accounts of $252,199          331,532
Accounts receivable, net of allowance for doubtful accounts of $30,300              356,415
Prepaid expenses and other current assets                                           192,202
                                                                               ------------
       Total current assets                                                       1,647,996
                                                                               ------------
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $22,820                  120,044

OTHER ASSETS
Goodwill  on business acquisitions                                                1,062,040
Deposits and other assets                                                            41,640
                                                                               ------------
       Total other assets                                                         1,103,680
                                                                               ------------

TOTAL ASSETS                                                                   $  2,871,693
                                                                               ============

                       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts payable and accrued expenses                                          $    545,902
Deferred revenue                                                                     23,144
Obligations under capital leases - current                                           26,019
Convertible debentures payable                                                       17,654
Notes payable                                                                     1,496,235
Due to related parties                                                            1,670,444
                                                                               ------------
         Total current liabilities                                                3,779,398
                                                                               ------------
LONG TERM DEBT
Obligations under capital leases - non-current                                       32,437
                                                                               ------------
          Total liabilities                                                       3,811,835
                                                                               ------------
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;
     59,981,301 shares issued and 55,813,383 shares outstanding                         558
  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                                                        2,695,726
Stock options and warrants granted                                                    5,250
Accumulated comprehensive loss                                                      (50,000)
Accumulated deficit                                                              (3,591,676)
                                                                               ------------
         Total stockholders' equity (deficiency)                                   (940,142)
                                                                               ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                        $  2,871,693
                                                                               ============

The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE>
                                       2
<PAGE>

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

<TABLE><CAPTION>
                                                         For the Three Months Ended
                                                                 March 31,
                                                       ------------------------------
                                                           2005              2004
                                                       ------------      ------------
<S>                                                    <C>               <C>
SALES, net                                             $  1,009,414      $       --

COST OF SALES                                               613,878             2,250
                                                       ------------      ------------

GROSS PROFIT                                                395,536            (2,250)
                                                       ------------      ------------
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                        127,266              --
    General and administrative expenses                     458,372           850,406
    Depreciation and amortization                            10,529              --
                                                       ------------      ------------
Total selling, general and administrative expenses          596,167           850,406
                                                       ------------      ------------

LOSS FROM OPERATIONS                                       (200,631)         (852,656)
                                                       ------------      ------------
OTHER EXPENSE
    Write-off of financing costs                           (113,805)          (63,000)
    Other expense                                          (123,802)          (35,000)
    Interest expense                                        (80,050)           (4,869)
                                                       ------------      ------------
Total other expense                                        (317,657)         (102,869)
                                                       ------------      ------------

LOSS OPERATIONS BEFORE INCOME TAXES                        (518,288)         (955,525)

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

NET LOSS                                               $   (518,288)     $   (955,525)
                                                       ============      ============

NET LOSS PER COMMON SHARE
    Basic                                              $      (0.01)     $      (0.32)
                                                       ============      ============
    Diluted                                            $      (0.01)     $      (0.32)
                                                       ============      ============

WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic (post spin-off in 2003)                        43,144,614         2,959,899
                                                       ============      ============
    Diluted (post spin-off in 2003)                      43,144,614         2,959,899
                                                       ============      ============

 The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE>
                                       3
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF ACCUMULATED
                  OTHER COMPREHENSIVE INCOME (LOSS) (UNAUDITED)


                                                               Comprehensive
                                                               Income (Loss)
                                                               ------------
Balance at December 31, 2004                                   $    (50,000)

Net transactions for the three months ended March 31, 2005             --
                                                               ------------

BALANCE AT MARCH 31, 2005                                      $    (50,000)
                                                               ============
































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

                                       4
<PAGE>


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

<TABLE><CAPTION>
                                                              For the Three Months Ended
                                                                        March 31,
                                                             ------------------------------
                                                                  2005             2004
                                                             ------------      ------------
<S>                                                          <C>               <C>
CASH FLOW (USED IN) OPERATING ACTIVITIES
   Net loss                                                  $   (518,288)     $   (955,525)
   Adjustments to reconcile net loss to net cash used in
     operating activities, net of effects of acquisition
   Depreciation                                                     9,000              --
   Amortization of other intangibles                                1,259              --
   Amortization of software license                                  --               2,250
   Debt issue costs                                               113,805            55,000
   Common stock issued for services                                68,342            26,000
   Common stock issued for debt conversion discount               129,023              --
   Deferred interest income on convertible debentures              (2,837)             --
   Accrued interest expense on notes payable                       70,472              --
   Accrued interest expense on related party loans                  5,856              --
   Accrued interest expense on debentures payable                     185              --
   Changes in certain assets and liabilities:
           Accounts receivable                                    (83,329)             --
                Prepaid expenses and other assets                 (81,876)             --
           Accounts payable and accrued liabilities               (76,689)          (73,557)
           Deferred revenue                                        11,045              --
           Related party accounts                                  33,145            12,601
                                                             ------------      ------------
Total cash (used in) operating activities                        (320,887)         (933,231)
                                                             ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                             (36,210)             --
   Purchase of convertible debentures                            (328,695)             --
                                                             ------------      ------------
Total cash (used in) financing activities                        (364,905)             --
                                                             ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from related party loans                                 --             754,423
   Repayment of related party loans                                (2,118)             --
   Proceeds from notes payable                                  1,056,195           200,000
   Repayment of notes payable                                     (19,202)             --
   Proceeds of capital leases                                      27,344              --
   Repayment of capital leases                                     (5,242)             --
                                                             ------------      ------------
Total cash provided by financing activities                     1,056,977           954,423
                                                             ------------      ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                         371,185            21,192

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                   346,635             4,548
                                                             ------------      ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                    $    717,820      $     25,740
                                                             ============      ============


CASH PAID DURING THE PERIOD FOR:
   Interest expense                                          $      2,317      $       --
                                                             ============      ============
   Income taxes                                              $       --        $       --
                                                             ============      ============

 The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE>
                                       5
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the Three Months Ended March 31, 2005:

a)   Issued 14,952,387 shares of Class A common stock with a total value of
     $394,342 for repayment of principal on outstanding notes payable, issued as
     advances on the equity line financing with Cornell Capital Partners, LP.

b)   Issued 2,010,724 shares of Class A common stock valued at $75,000 pursuant
     to the employment agreement with A. Rudin.

c)   Issued 2,243,352 shares of Class A common stock with a total value of
     $56,084 for interest due on the equity line financing with Cornell Capital
     Partners, LP.

e)   Issued 5,900,000 shares of Class A common stock with a value of $175,909
     for repayment of accrued salaries for two officers of the Company.

f)   Issued 1,367,292 shares of Class A common stock with a value of $54,692 for
     compensation and bonuses to employees of SWK Technologies, Inc.

g)   Issued 350,000 shares of Class A common stock with a value of $13,650 for
     marketing services.

h)   Issued 270,270 shares of Class A common stock with a value of $10,000 for a
     partial repayment of an obligation to a previous officer of iVoice, Inc.

For the Three Months Ended March 31, 2004:

a)   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)   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 consolidated
                             financial statements.

                                       6
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2005

NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

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

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

     Certain intellectual property, representing the software codes of the
     Automatic Reminder, was sold in November 2004 to Laser Energetics, Inc.
     (LEI), a New Jersey based technology company. The Company received 10
     million shares of Laser Energetics Class A Common Stock and was further
     issued a convertible debenture by Laser Energetics, Inc. in the amount of
     $250,000. The debenture, which bears interest at the rate of 3% per annum,
     has a five year term, and is convertible into shares of LEI Class A Common
     Stock at a rate equal to fifty percent (50%) of the average closing bid
     price of the Class A Common Stock for the four trading days immediately
     preceding the conversion date. The convertible debenture is convertible at
     the holder's option.

     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 consolidated financial statements include the accounts of
     Trey Resources, Inc. (the "Company" or "Trey") and its wholly owned
     subsidiaries, SWK Technologies, Inc. and BTSG Acquisition Corp. On February
     11, 2004, the Company was spun off from iVoice, Inc. and is now an
     independent publicly traded company. These

                                       7
<PAGE>

     condensed consolidated financial statements have been prepared in
     accordance with accounting principles generally accepted in the United
     States for financial information and with the instructions to Form 10-QSB
     and Regulation S-B. 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 operated as
     a non-reporting component of iVoice, Inc. and accordingly, the results of
     operations, and cash flows of the Company for the periods before December
     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.

     On June 2, 2004, the Company completed its acquisition of SWK, Inc through
     a merger into its wholly owned subsidiary SWK Technologies, Inc. ("SWKT").
     As such, the condensed consolidated statement of operations for the three
     months ending March 31, 2005, include the operations of SWKT.

     On November 11, 2004, Trey Resources' wholly-owned subsidiary, BTSG
     Acquisition Corp. acquired certain assets of Business Tech Solutions Group,
     Inc. Business Tech Solutions Group, Inc. was a value added reseller for
     Best Software's BusinessWorks financial accounting software. As a result of
     the acquisition, Business Tech Solutions Group, Inc.'s shareholder was
     issued, in exchange for certain assets of Business Tech Solutions Group,
     Inc., 648,149 unregistered shares of Trey Resources' Class A Common Stock.

     On March 1, 2005, Trey Resources' wholly-owned subsidiary, SWK
     Technologies, Inc., executed an employment agreement with Mr. Andrew Rudin
     of Business Consulting Solutions LLC ("BCS"), whereby Mr. Rudin was to be
     paid a commission in cash and stock of Trey Resources in the event he was
     successful in arranging for the clients of BCS to transfer over to SWKT. On
     March 25, 2005, this employment agreement was amended that made the
     commission payable to Mr. Rudin contingent upon the retention of the
     clients transferred from BCS through March 1, 2008 and payable over a
     thirty-six month period from the employment agreement's commencement date.
     Following the successful transfer of BCS clients to SWKT, SWKT will assume
     responsibility for maintenance and support of the BCS clients.

     The result of operations for the three months ended March 31, 2005 and 2004
     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, 2004.
     References to the "Company," "we," "us" and "our" refer to Trey Resources
     Inc. and its subsidiaries.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation
     ---------------------------
     The accompanying condensed consolidated financial statements include the
     accounts of the Company and its wholly owned subsidiaries. All significant
     intercompany transactions and

                                       8
<PAGE>

     accounts have been eliminated in consolidation.

     Use of Estimates
     ----------------
     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements and the reported
     amounts of revenue and expenses during the reporting period. Actual results
     could differ from those estimates.

     Cash and Cash Equivalents
     -------------------------
     The Company considers all highly liquid investments purchased with original
     maturities of three months or less to be cash equivalents.


     Revenue Recognition
     -------------------
     The Company recognizes revenues from consulting and support services as the
     services are performed. Hardware and software revenues are recognized when
     the product is shipped to the customer. Commissions are recognized when
     payments are received, since the Company has no obligation to perform any
     future services.

     Marketable Securities
     ---------------------
     The Company has evaluated its investment policies consistent with Financial
     Accounting Standards Board Statement No. 115, Accounting for Certain
     Investments in Debt and Equity Securities ("FASB 115"), and determined that
     all of its investment securities are to be classified as
     available-for-sale. Available-for-sale securities are carried at fair
     value, with the unrealized gains and losses reported in Stockholders'
     Equity (Deficiency).

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

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

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

                                       9
<PAGE>

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

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

     The computation of basic EPS is computed by dividing income (loss)
     available to common stockholders by weighted average number of common
     shares outstanding for the three months ending March 31, 2005. The number
     of shares used in the calculation for the three months ending March 31,
     2004, 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 Company had 75,000 options available as of March 31,
     2005.

     The shares used in the computations are as follows:

                                                      As of March 31,
                                              ------------------------------
                                                 2005                2004
                                                 ----                ----
     Basic and Diluted EPS Purposes           43,144,614           2,949,899
                                              ==========           =========

     Comprehensive Income
     --------------------
     SFAS No. 130, "Reporting Comprehensive Income", establishes standards for
     the reporting and display of comprehensive income and its components in the
     financial statements. The items of other comprehensive income that are
     typically required to be displayed are foreign currency items, minimum
     pension liability adjustments, and unrealized gains and losses on certain
     investments in debt and equity securities.

NOTE 3 - GOODWILL AND INTANGIBLES

     In June 2004, Trey Resources' wholly-owned subsidiary, SWK Technologies,
     Inc., completed a merger with SWK, Inc. The Company recorded total
     consideration for the acquisition of $577,437 comprised of acquisition
     costs of $27,437 and 2,750,000 Class A

                                       10
<PAGE>

     common stock of Trey Resources, Inc. valued at $550,000. This consideration
     has been allocated to the tangible and identifiable intangible assets
     acquired according to their respective estimated fair values, with the
     excess purchase consideration being allocated to goodwill at the closing of
     the transaction. Goodwill on this transaction amounted to $1,008,040, which
     represented amounts paid in excess of the fair market value of the acquired
     assets and liabilities assumed of SWK, Inc.

     On November 11, 2004, Trey Resources' wholly-owned subsidiary, BTSG
     Acquisition Corp. completed the acquisition of certain assets of Business
     Tech Solutions Group, Inc. Business Tech Solutions Group, Inc. was a value
     added reseller for Best Software's BusinessWorks financial accounting
     software. As a result of the acquisition, Business Tech Solutions Group,
     Inc.'s shareholder was issued, in exchange for certain assets of Business
     Tech Solutions Group, Inc., 648,149 unregistered shares of Trey Resources'
     Class A Common Stock. In addition, Business Tech also received $19,000 of
     cash at the closing. The aggregate amount of this transaction, $54,000, was
     recorded as Goodwill.

     These acquisitions are being valued by the strength of the client lists and
     as such have been reviewed for impairment at March 31, 2005. In doing so,
     management has determined that no write-down for impairment is required.

     Under SFAS No. 142, "Goodwill and Other Intangible Assets", goodwill and
     other intangible assets are tested for impairment under certain
     circumstances, and written off when impaired, rather than being amortized
     as previous standards require.

     As of March 31, 2005, the Company has determined that there has been no
     impairment of goodwill. In addition, the Company has impaired the
     intangible assets $27,000.

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 $2.1 million as of March 31, 2005. These matters raise
     substantial doubt about the Company's ability to continue as a going
     concern. The recoverability of a major portion of the recorded asset
     amounts shown in the accompanying consolidated balance sheet is dependent
     upon continued operations of the Company, which in turn, is dependent upon
     the Company's ability to raise capital and/or generate positive cash flows
     from operations.

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

     In 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

                                       11
<PAGE>

     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.

     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.

     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 - CONVERTIBLE DEBENTURES RECEIVABLE

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

                                       12
<PAGE>

     In January 2005, the Company purchased $328,695 of Voyager One, Inc.
     convertible debentures from Cornell Capital Partners LP. The debentures,
     which bear interest at the rate of 5% per annum, have a three year term,
     and are convertible into shares of Voyager One, Inc. Common Stock at a
     conversion price equal to the lower of (i) 150% of the lowest initial bid
     price of the common stock as submitted by a market maker and approved by
     the NASD or (ii) 50% of the lowest closing bid price of the common stock
     for the five trading days immediately preceding the conversion date. The
     convertible debentures are convertible at the holder's option any time up
     to the maturity date. At March 31, 2005, the aggregate value of the
     debentures plus deferred interest income is $331,532.

NOTE 6- CONVERTIBLE DEBENTURES PAYABLE

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

     On March 31, 2003, the Company issued $40,000 and on September 19, 2003,
     the Company issued an additional $100,000 in 5% convertible debentures to
     the private investors under the subscription agreement. The 20% beneficial
     conversion feature was previously recorded as prepaid financing costs,
     until such time as the Company's Class A common stock into which the
     debentures are convertible was registered and deemed effective by the U.S
     Securities and Exchange Commission. The Company completed the effective
     registration of the Company's common stock, and any amounts capitalized
     have been charged to expense in accordance with EITF Issue 98-5.

     During 2004, the Company had issued 2,444,177 shares of Trey's Class A
     common stock with a value of $162,673, of which $125,000 was a repayment of
     principal, $5,138 was payment of interest, and $32,535 was amortization of
     conversion discount.

     During 2005, no additional payments have been made. Total outstanding
     principal balance of the convertible debentures at March 31, 2005 was
     $15,000, plus accrued interest of $2,654.


NOTE 7- NOTES PAYABLE

     In 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 24% per
     annum on any balance left unpaid after the maturity date. As of March 31,
     2005, $1,175,000 was repaid through the issuance of 30,019,052 shares of
     Class A common stock. As of March 31, 2005, a balance of $175,000 remains
     on these notes.

                                       13
<PAGE>

     On June 30, 2004, SWK Technologies, Inc. entered into an unsecured
     promissory note totaling $35,000 with Wass Associates, a New York General
     partnership. The unsecured note bears interest at 6% per annum and is due
     in full together with unpaid interest on December 31, 2004. As of March 31,
     2005, the outstanding balance payable to Wass Associates totaled $9,507.

     In January 2005, the Company issued the sixth promissory note payable to
     Cornell Capital Partners, LP for $1,150,000 for advances on the equity-line
     financing agreement entered into with Cornell in January 2003. The notes
     mature 120 days from the date of issue with interest accruing at 24% per
     annum on any balance left unpaid after the maturity date. As of March 31,
     2005, a balance of $1,150,000 remains on this note.

     In January 2005, SWK Technologies, Inc. drew down $20,000 from its line of
     credit with Fleet National Bank, a Bank of America company. The secured
     line of credit bears interest at prime plus 1% per annum, which can change
     with the fluctuations in the prime rate. Monthly payments of interest only
     in arrears shall be due and payable on the 4th of each month. Principal
     shall be due and payable on demand from Fleet National Bank. As of March
     31, 2005, the outstanding balance payable to Fleet totaled $20,000.

NOTE 8 - DUE TO RELATED PARTIES

     At March 31, 2005, the Company owes its former parent company iVoice, Inc.
     $53,016 for: a) the unpaid balance on the Administrative Service charges;
     b) $9,000 for the amortization of the original purchase price of the
     Automatic Reminder software; c) operating costs of $4,492; and d) interest
     expense of $524 that were paid by iVoice, Inc. The general corporate
     expenses allocation is primarily for cash management, selling expenses,
     legal, accounting, tax, insurance, public relations, advertising, and human
     resources. Some of these operating expenses have been incurred by iVoice
     and represent costs specifically related to the operation and spin-off of
     Trey from iVoice. Management believes the costs of these services charged
     are a reasonable representation of the costs that would have been incurred
     if the Company had performed these functions as a stand - alone company.


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

                                       14
<PAGE>

     related to funds loaned to iVoice and is unrelated to the operations of
     Trey. The note bears interest at the rate of 9.5% per annum on the unpaid
     balance until paid or until default. At the time of default (if any) the
     interest rate shall increase to 20% until the principal balance has been
     paid. Under the terms of the Promissory Note, at the option of the Note
     holder, principal and interest can be converted into either (i) one Class B
     common stock share of Trey Resources, Inc., par value $0.00001, for each
     dollar owed, (ii) the number of Class A common stock shares of iVoice, Inc.
     calculated by dividing (x) the sum of the principal and interest that the
     Note holder has decided to prepay by (y) fifty percent (50%) of the lowest
     issue price of Series A common stock since the first advance of funds under
     this Note, or (iii) payment of the principal of this Note, before any
     repayment of interest.

     Pursuant to the employment contract dated January 1, 2003 between the
     Company and Jerome Mahoney, the Non-Executive Chairman of the Board, Mr.
     Mahoney is to receive a salary of $180,000 per year subject to 10%
     increases every year thereafter as well as a monthly expense allowance of
     $600 and an auto allowance of $800. Also, pursuant to the employment
     contract with Mr. Mahoney, following the completion of the spin-off from
     its former parent company, iVoice Inc., which occurred on February 11,
     2004, Mr. Mahoney is entitled to receive a one-time payment of $350,000.

     Total amounts owed to Mr. Mahoney at March 31, 2005, representing unpaid
     salary, unpaid expense and auto allowances, 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
     $928,928.

     Pursuant to the employment contract dated September 15, 2003 between the
     Company and Mark Meller, the President and Chief Financial Officer of Trey
     Resources, Mr. Meller is to receive a salary of $180,000 per year subject
     to 10% increases every year thereafter as well as a monthly expense
     allowance of $600 and an auto allowance of $800. Also, pursuant to the
     employment contract dated September 15, 2003 between the Company and Mr.
     Meller, following the completion of the spin-off from its former parent
     company, iVoice Inc., which occurred on February 11, 2004, Mr. Meller is
     entitled to receive a one-time payment of $350,000. In addition, Mr. Meller
     was awarded a cash bonus of $114,800 on September 14, 2004. The bonus has
     been accrued but has not as yet been paid.

     Total amounts owed to Mr. Meller at March 31, 2005, representing unpaid
     salary, unpaid expense and auto allowances, and the one-time payment in
     connection with the spin-off, totaled $652,055.

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

                                       15
<PAGE>

     issue such shares in satisfaction of these accrued liabilities.

     In connection with the acquisition of SWK, Inc, the Company assumed a note
     payable to Gary Berman, a former shareholder of SWK, Inc. and current
     shareholder of Trey. On April 1, 2004, Mr. Berman loaned the company
     $25,000 pursuant to the Agreement and Plan of Merger and Reorganization
     among Trey, SWK and SWK Technologies, Inc. The unsecured note bears
     interest at 5% per annum and is payable in bi-weekly amounts of $217. At
     March 31, 2005, the outstanding balance to Mr. Berman was $20,642.

     In connection with the acquisition of SWK, Inc, the Company assumed a note
     payable to Lynn Berman, a former shareholder of SWK, Inc. and current
     shareholder of Trey. On April 1, 2004, Ms. Berman loaned the company
     $25,000 pursuant to the Agreement and Plan of Merger and Reorganization
     among Trey, SWK and SWK Technologies, Inc. The unsecured note bears
     interest at 5% per annum and is payable in bi-weekly amounts of $217. At
     March 31, 2005, the outstanding balance to Ms. Berman was $20,642.

     In connection with the acquisition of Business Tech Solutions Group, Inc,
     the Company agreed to collect the outstanding receivables of Business Tech
     and to remit the collected funds to the owner of Business Tech within 30
     days of receipts. At March 31, 2005, the Company owed the Business Tech
     owner $36.


NOTE 9 - COMMITMENTS AND CONTINGENCIES

   o The Company leases its primary office space at 293 Eisenhower Parkway,
     Livingston, New Jersey at a rate of $8,706 per month. This lease expires in
     September 2005. The Company also leases 1,090 square feet at 777 Passaic
     Avenue, Clifton, NJ and an executive suite in New York City on a
     month-to-month obligation of $1,098 per month and $208 per month,
     respectively.

     The Company intends to re-locate and consolidate its New Jersey offices
     into a single, larger space in June 2005. The Company maintains a good
     relationship with its landlords and believes that these facilities will be
     adequate for the foreseeable future.

   o The Company has entered into employment contracts with its Non-Executive
     Chairman of the Board of Directors. As consideration, the Company 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, the Company entered into an employment agreement
     with Mr. Meller. He will serve as the Company's President and Chief
     Financial Officer for a term of five years. As consideration, the Company
     agreed to pay Mr. Meller the sum of $180,000 the first year with a 10%
     increase every year thereafter. The employment

                                       16
<PAGE>

     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.

     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 liquidity and capital resources
     to fund these obligations. They have each, agreed, however, to accept
     payment or partial payment, from time to time, in the form of the Company's
     Class A Common Stock and/or the Company's Class B Company Stock, at such
     time as the Board of Directors determines to issue such shares in
     satisfaction of these accrued liabilities.

   o The Company has entered into a subscription agreement with certain
     purchasers for the sale of $140,000 in convertible debentures. The notes
     are convertible into Class A common stock at the discretion of the holders.

   o 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.

   o During 2004 and 2005, the Company issued six promissory notes payable to
     Cornell Capital Partners, LP totaling $2,500,000 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
     24% 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.

   o 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,

                                       17
<PAGE>

     and other areas where the Company may need transitional assistance and
     support following the spin-off distribution. The term of the agreement is
     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.

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

     Kevin Whalen, a former officer of iVoice, is owed $74,000 in amounts due
     for unpaid salary from iVoice and is unrelated to the operations of Trey. A
     portion of this amount is convertible into Class A Common Stock of Trey
     calculated by dividing (x) the sum of the principal the obligee requests to
     be converted by (y) the average closing bid price of Class A Common Stock
     of Trey for the five (5) business days immediately preceding the conversion
     date. As of March 31, 2005, Mr. Whalen has received $4,500 in cash and
     $20,000 in Class A Common Stock leaving a balance due of $49,500.

     The Company has also assumed an outstanding promissory note in the amount
     of $250,000 payable to Mr. Mahoney, President and Chief Executive Officer
     of iVoice and Non- Executive Chairman of the Board of Trey Resources. This
     amount is related to funds loaned to iVoice and is unrelated to the
     operations of Trey. The terms of this obligation are further discussed in
     Note 8.

NOTE 10 - COMMON STOCK

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

     CLASS A COMMON STOCK

     Class A Common Stock consists of the following as of March 31, 2005:
     10,000,000,000 shares of authorized common stock with a par value of
     $.00001, 59,981,301 shares were issued and 55,813,383 shares were
     outstanding. Each holder of Class A common stock is entitled to receive
     ratably dividends, if any, as may be declared by the Board of Directors out
     of funds legally available for the payment of dividends. The Company has
     never paid any dividends on its common stock and does not contemplate doing
     so in the foreseeable future. The Company anticipates that any earnings
     generated from operations will be used to finance the growth objectives.
     For the three months ending March 31, 2005, the company had the following
     transactions in its Class A common stock:

                                       18
<PAGE>

  >> The Company issued 350,000 shares of Class A common stock as compensation
     for marketing services valued at $13,650.

  >> The Company issued 2,010,724 shares of Class A common stock pursuant to the
     employment agreement with Andrew Rudin, valued at $75,000.

  >> The Company issued 17,195,739 shares of Class A common stock with a total
     value of $450,426. Of this amount, $275,000 was for repayment of principal
     and $53,392 in interest on outstanding notes payable, issued as advances on
     the equity line financing with Cornell Capital Partners, LP. The balance of
     $22,034 represents discount on conversions of the principal and interest on
     the advances on the equity line to common stock.

  >> The Company issued 5,900,000 shares of its Class A common stock with a
     total value of $175,909 to officers of the Company as repayment of accrued
     salaries. Of this amount, $68,920 was for repayment of principal and
     $106,989 represents discount on conversions.

  >> The Company issued 1,367,292 shares of Class A common stock for
     compensation and bonuses to employees of SWK Technologies, Inc. valued at
     $54,692.

  >> The Company issued 270,270 shares of Class A common stock for a partial
     repayment of an obligation to a previous officer of iVoice, Inc. valued at
     $10,000.


     CLASS B COMMON STOCK

     Class B Common Stock consists of 50,000,000 shares of authorized common
     stock with a par value of $0.00001. Class B stock has voting rights of 1 to
     1 with respect to Class A Common Stock. As of March 31, 2005, 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, 2005, 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, 2005, no shares were issued or
     outstanding.

                                       19
<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, 2004 filed
with Form 10-KSB. The following discussion contains forward-looking statements.
Please see Forward-Looking Statements for a discussion of uncertainties, risks
and assumptions associated with these statements

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

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

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

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

Up until its acquisition of SWK, Inc. ("SWK") on June 2, 2004, the Company was
solely engaged in the design, manufacture, and marketing of specialized
telecommunication equipment. As a result of a spin-off transaction from iVoice,
Inc., Trey was assigned the iVoice corporate assets, liabilities and expenses
related to the Automatic Reminder software business. Trey Resources' plan of
operation pursuant to its spin-off from its former parent company was to market
and sell the Automatic Reminder software product. With the acquisition of SWK
and as part of its plan to expand into new markets, the Board of Directors
decided that Trey will focus on the business software and information technology
consulting market, and is looking to acquire other companies in this industry.
SWK Technologies, Inc., Trey's wholly owned subsidiary and the surviving company
from the acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master developer of
licensed accounting software

                                       20
<PAGE>

published by Best Software. SWK Technologies also publishes its own proprietary
supply-chain software, the Electronic Data Interchange (EDI) solution "MAPADOC".
SWK Technologies sells services and products to various end users,
manufacturers, wholesalers and distribution industry clients located throughout
the United States.

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.

MARCH 31, 2005 COMPARED TO MARCH 31, 2004
-----------------------------------------

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 three months ended March 31, 2004, the Company reported no
revenue from the sale of our Automatic Reminder software. 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
months period ended March 31, 2005, totaling $1,009,414 represent the sales of
SWK Technologies ("SWKT") and Business Tech Solutions Group ("BTSG"). As such,
the entire increase in sales is due to the acquisition of SWKT and BTSG.

The entire gross profit for the three months ended March 31, 2005 of $395,536
represent the gross profit of SWK and BTSG. As a percentage of sales, gross
margin was 39.2% for the three-month period ending March 31, 2005. The three
month period ending March 31, 2004 reflect negative gross profit of ($2,250) and
are primarily the result of the amortization of the original purchase price of
the Automatic Reminder software reflected in the cost of sales.

Total operating expenses were $596,167 for the three-month period ending March
31, 2005 a decrease of $254,239 over the three-month period ending March 31,
2004, which totaled $850,406. The decrease in the 2005 expenses, when compared
to 2004, was primarily the effect of a $700,000 non-recurring charge to expenses
in 2004 for the successful completion of the spin-off of the company from its
former parent, and the reduction of approximately $70,000 in printing and
reproduction expenses incurred in 2004 for the spin-off of the new company. This
reduction was offset by increases in sales and marketing expenses of $127,266
and general and administrative expenses of $251,397, primarily attributable to
the acquisition and operation of SWK Technologies.

Other expenses for the three months ended March 31, 2005 were $317,657, an
increase of $214,788 over the three month period ending March 31, 2004. The
increase reflects the increased write-off of financing costs of $50,805 in the
current year, comprised of fees charged pursuant to the equity-line financing
agreement with Cornell Capital Partners, LP. Interest expense also increased by
$75,181 on the equity-line financing debt, related party loans, convertible
debentures and trade leases. The current year also includes increase in debt
conversion discounts

                                       21
<PAGE>

of $94,024 on the Company's convertible debentures, equity-line financing
agreements and repayment of related party accounts. These amounts are offset by
increases in interest income of $5,222 on the debentures receivable and interest
earned on cash balances in the bank.


Net loss for the three-month period ending March 31, 2005 was $518,288 as
compared to net loss of $955,525 for the three-month period ending March 31,
2004. The decrease in net loss for the respective periods was a result of the
factors discussed above.

EMPLOYEES
---------

As of March 31, 2005, the Company had 28 employees, of which 24 are full-time
and 4 are part-time. 26 of these employees have been acquired/hired in the
acquisitions of SWK, Inc. and Business Tech Solutions Group.


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

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

To date, Trey has incurred substantial losses, and will require financing for
working capital to meet its operating obligations. While we have recently raised
sufficient working capital to fund our operations for what we believe should be
sufficient for the next 12 months, we will subsequently need to raise additional
capital to fund our future operations. We anticipate that we will require
financing on an ongoing basis for the foreseeable future.

In January 2003, the Company entered into a subscription agreement with certain
accredited investors to issue $250,000 in convertible debentures, with interest
payable at 5% per annum. On March 31, 2003, Trey issued $40,000 in convertible
debentures to 4 individual investors under the subscription agreement. On
September 19, 2003, Trey issued $100,000 in convertible debentures to Cornell
Capital Partners pursuant to the subscription agreement. The debentures are
convertible into shares of Class A Common Stock at a price equal to either (a)
an amount equal to one hundred twenty percent (120%) of the closing bid price of
the Class A Common Stock as of the closing date of the registration of shares or
(b) an amount equal to eighty percent (80%) of the average closing bid price of
the Class A Common Stock for the four trading days immediately preceding the
conversion date. The convertible debentures have a term of two years with all
accrued interest due at the expiration of the term. At our option, these
debentures may be paid in cash or redeemed at a 20% premium prior to April 2004.
As of March 31, 2005, $15,000 remained due on the principal and $2,654 was due
for accrued interest on these debentures.

In January 2003, as subsequently amended retroactively to January 27, 2003, Trey
entered into an Equity Line of Credit Agreement. Under this agreement, Trey may
issue and sell to Cornell Capital Partners Class A Common Stock for a total
purchase price of up to $10.0 million. The purchase price for the shares will be
equal to 91% of the market price, which is defined as the

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<PAGE>

lowest closing bid price of the Class A Common Stock during the five trading
days following the notice date. A cash fee equal to six percent (6%) of the cash
proceeds of the draw down is also payable at the time of funding such fee. In
addition, Cornell Capital Partners received, as additional compensation, 45,000
shares of Class A Common Stock on February 11, 2004. As of March 31, 2005, Trey
has drawn down $2,500,000 on the Equity Line of Credit and repaid $1,175,000
through the issuance of Class A Common Stock.

In connection with the acquisition of SWK, Inc. Trey has assumed a total of
$664,642 in liabilities and has borrowed an additional $35,000 from an unrelated
third party. Of the liabilities assumed, a total of $216,372 has been repaid by
Trey at the closing and the $35,000 note is being paid at the rate of $1,500 per
week. As of March 31, 2005, the balance on this note is $9,507. On its audited
financial statements for the year ending December 31, 2003, SWK, Inc, was issued
a going concern opinion by its auditors who cited recurring losses, a deficiency
of cash flows from operations and the lack of liquidity as the basis of their
opinion.

Pursuant to the Spin-Off from iVoice, Trey assumed an aggregate of $324,000 in
liabilities from iVoice and iVoice assigned to Trey assets having an aggregate
book value of $9,000. Trey believes that the fair value of these assets may be
greater than the book value, although it has not undertaken an appraisal. The
aggregate balance of these obligations at March 31, 2005 is $326,373. The
assumed obligations are described below.

Trey assumed an outstanding promissory note in the amount of $250,000 payable to
Jerry Mahoney in exchange for the assets it received pursuant to the Spin-Off of
the Automatic Reminder business. This amount is related to funds loaned to
iVoice and unrelated to the operations of Trey. Trey, for value received,
promised to pay Mr. Mahoney the principal sum of $250,000 at the rate of 9.5%
per annum on the unpaid balance until paid or until default. Interest payments
are due annually. At the time of default (if any) the interest rate shall
increase to 20% until the principal balance has been paid. Under the terms of
the Promissory Note, at the option of the Note holder, principal and interest
can be converted into either (i) one share of Class B Common Stock of Trey, par
value $0.00001, for each dollar owed, (ii) the number of shares of Class A
Common Stock of Trey calculated by dividing (x) the sum of the principal and
interest that the Note holder has decided to prepay by (y) fifty percent (50%)
of the lowest issue price of Series A Common Stock since the first advance of
funds under this Note, or (iii) payment of the principal of this Note, before
any repayment of interest. At March 31, 2005, the principle on this note was
$250,000 and accrued interest was $26,873.

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

Trey assumed an outstanding obligation to Kevin Whalen of $74,000 for amounts
due for unpaid salary from iVoice. This amount is related to services provided
to iVoice and unrelated to the operations of Trey. However, because Mr. Whalen
assisted in the preparation of the financial statements and footnotes related to
the spin-off, Trey assumed this obligation to Kevin Whalen. A portion of the
obligation is convertible into Class A Common Stock of Trey calculated by
dividing (x) the sum of the principal the obligee requests to be converted by
(y) the average closing bid price of Class A Common Stock of Trey for the five
(5) business days immediately preceding the conversion date. As of March 31,
2005, Mr. Whalen has received $4,500 in cash and $20,000 in Class A Common Stock
leaving a balance due of $49,500.

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<PAGE>

Trey has entered into employment contracts with its Non-Executive Chairman of
the Board of Directors. 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 is also to be paid the sum of $350,000 as a result of 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, Chief Financial Officer and Director
for a term of five years. Mr. Meller was subsequently also appointed Chief
Executive Officer. 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 is also to be paid the sum of $350,000 as a result of the
completion of the Spin-Off. In addition, Mr. Meller was awarded a cash bonus of
$114,800.

Mr. Mahoney and Mr. Meller have agreed to defer the receipt of the $350,000
payments owed to each of them following the successful completion of the
spin-off, and Mr. Meller has further agreed to defer the receipt of the $114,800
bonus payment granted him by the Board of Directors until Management believes it
has sufficient cash resources to fund these obligations. Mr. Mahoney and Mr.
Meller may opt to receive payment of these obligations in the form of Class A
Common Stock or Class B Common stock in lieu of cash if they so choose.

In January 2005, SWK Technologies, Inc. drew down $20,000 from its' line of
credit with Fleet National Bank, a Bank of America company. The secured line of
credit bears interest at prime plus 1% per annum, which can change with the
changes in the prime rate. Monthly payments of interest only in arrears shall be
due and payable on the 4th of each month. Principal shall be due and payable on
demand from Fleet National Bank. As of March 31, 2005, the outstanding balance
payable to Fleet totaled $20,000.

During the three months ended March 31, 2005, Trey had a net increase in cash of
$371,185. Trey's principal sources and uses of funds were as follows:

CASH USED BY OPERATING ACTIVITIES. Trey used $320,887 in cash for operating
activities in the three months ended March 31, 2005, a decrease of $612,344 as
compared to cash used for operating activities of $933,231 in the three months
ended March 31, 2004. The decrease is primarily the result of the reduced losses
from operations sustained by the Company in the current year.

CASH USED BY INVESTING ACTIVITIES. Investing activities for the three months
ended March 31, 2005 used $364,905. Of this amount, $36,210 was used to the
purchase of equipment and $328,695

                                       24
<PAGE>

was used to purchase convertible debentures of Voyager One, Inc. For the three
months ended March 31, 2004, the company used no cash related to investing
activities.

CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the three months
ended March 31, 2005 provided a total of $1,056,977 in cash. This total
primarily consisted of $1,036,195 in note payable proceeds representing advances
under the equity line of credit with Cornell Capital Partners and an additional
borrowing of $20,000 from an unrelated party. In addition, new equipment
purchases were financed by the supplier for a total of $27,344. Financing
activities in the three months ended March 31, 2004 provided a total of
$954,423. This was made up of $200,000 in notes payable proceeds representing
advances under the equity line of credit with Cornell Capital Partners and
$754,423 of assumed related party loans at the spin-off from iVoice, Inc in
February 2004.


























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<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.ss.240.13a-15(e) or 240.15d-15(e) as of March 31,
2005. Based on the evaluation of these controls and procedures required by
paragraph (b) of 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. For the three months ended March 31, 2005, Mark Meller served as
the President, Chief Executive Officerand Chief Financial Officer.

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 2.  UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

     On February 8, 2005, the Company issued 350,000 shares of Class A Common
Stock at $.039 per share to Evergreen Marketing as compensation for marketing
services valued at $13,650.

     On March 1, 2005, the Company issued 2,010,724 shares of Class A Common
Stock at $.037 per share valued at $75,000 to Andrew Rudin pursuant to an
employment agreement.

ITEM 5.  OTHER INFORMATION.

     (a) On January 27, 2005, the Company purchased $328,695 of Voyager One,
Inc. convertible debentures from Cornell Capital Partners LP. The debentures,
which bear interest at the rate of 5% per annum, have a three year term, and are
convertible into shares of Voyager One, Inc. Common Stock at a conversion price
equal to the lower of (i) 150% of the lowest initial bid price of the common
stock as submitted by a market maker and approved by the NASD or (ii) 50% of the
lowest closing bid price of the common stock for the five trading days
immediately preceding the conversion date. The convertible debentures are
convertible at the holder's option any time up to the maturity date. At March
31, 2005, the aggregate value of the debentures plus deferred interest income is
$331,532.

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<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits:

          10.1    Employment Agreement, dated March 1, 2005, between SWK
                  Technologies, Inc., and Andrew Rudin.

          10.2    Amendment No. 1 dated March 25, 2005 to the Employment
                  Agreement dated March 1, 2005 by and among SEK Technologies,
                  Inc., Trey Resources, Inc. and Andrew Rudin.

          10.3    5% Secured Convertible Debenture dated January 27, 2005 issued
                  by Voyager One, Inc. for the sum of $50,000.

          10.4    5% Secured Convertible Debenture dated January 27, 2005 issued
                  by Voyager One, Inc. for the sum of $62,500.

          10.5    5% Secured Convertible Debenture dated January 27, 2005 issued
                  by Voyager One, Inc. for the sum of $62,500.

          10.6    5% Secured Convertible Debenture dated January 27, 2005 issued
                  by Voyager One, Inc. for the sum of $150,000.

          10.7    5% Secured Convertible Debenture dated January 27, 2005 issued
                  by Voyager One, Inc. for the sum of $3,695.21

          10.8    Assignment Agreement dated January 27, 2005 between the
                  Company and Cornell Capital Partners LP.

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

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

b) Reports on Form 8-K:

          A Current Report on Form 8-K/A Amendment No. 1 dated November 11, 2004
          was filed on January 31, 2005 disclosing that on November 11, 2004, an
          Asset Purchase Agreement (the "Agreement") dated November 1, 2004 by
          and among Business Tech Solutions Group, Inc. a New Jersey corporation
          ("Business Tech"), Peter Conway, an individual and BTSG Acquisition
          Corp. ("BTSG"), a New Jersey corporation, a wholly owned subsidiary of
          SWK Technologies, Inc., a Delaware corporation, was executed. The
          Agreement provided for the purchase by BTSG, a wholly owned subsidiary
          of SWK Technologies, Inc., which is a wholly owned subsidiary of Trey
          Resources, of certain Software Assets, as defined in the Agreement,
          and including, but not limited to the related source code,
          documentation and related Intellectual Property, as defined in the
          Agreement, relating to the Software Assets. Additionally, BTSG assumed
          certain liabilities including a real estate lease and several
          equipment leases. The audited financial statements for the fiscal
          years of 2002 and 2003 for Business Tech were filed therein.

          A Current Report on Form 8-K/A Amendment No. 2 dated November 11, 2004
          was filed on February 11, 2005 relating to the acquisition of certain
          assets of Business Tech Solutions Group, Inc. The reviewed financial
          statements for the ten month periods ended October 31, 2004 and 2003
          were filed therein.

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<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:          May 12, 2005
--------------------------------------------------------------------------------
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:          May 12, 2005
--------------------------------------------------------------------------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer






















                                       28
<PAGE>


                                INDEX OF EXHIBITS

          10.1    Employment Agreement, dated March 1, 2005, between SWK
                  Technologies, Inc., and Andrew Rudin.

          10.2    Amendment No. 1 dated March 25, 2005 to the Employment
                  Agreement dated March 1, 2005 by and among SEK Technologies,
                  Inc., Trey Resources, Inc. and Andrew Rudin.

          10.3    5% Secured Convertible Debenture dated January 27, 2005 issued
                  by Voyager One, Inc. for the sum of $50,000.

          10.4    5% Secured Convertible Debenture dated January 27, 2005 issued
                  by Voyager One, Inc. for the sum of $62,500.

          10.5    5% Secured Convertible Debenture dated January 27, 2005 issued
                  by Voyager One, Inc. for the sum of $62,500.

          10.6    5% Secured Convertible Debenture dated January 27, 2005 issued
                  by Voyager One, Inc. for the sum of $150,000.

          10.7    5% Secured Convertible Debenture dated January 27, 2005 issued
                  by Voyager One, Inc. for the sum of $3,695.21

          10.8    Assignment Agreement dated January 27, 2005 between the
                  Company and Cornell Capital Partners LP.

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

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








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