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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934
         For the fiscal year ended December 31, 2005

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

                        COMMISSION FILE NUMBER 000-50302

                              TREY RESOURCES, INC.
                 (Name of small business issuer in its charter)

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

5 REGENT STREET, SUITE 520, LIVINGSTON, NJ                       07039
 (Address of principal executive offices)                     (Zip Code)

Issuer's telephone number (973) 958-9555

         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

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [_]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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. [X] Yes [_] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [_]
<PAGE>

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]

Issuer's revenues for its most recent fiscal year. $4,180,075

As of March 24, 2006, the Registrant had 128,939,126 shares of Class A, $.00001
par value common stock outstanding. The aggregate market value of the voting
stock held by non-affiliates as of that date based upon the average bid and ask
prices on that date was $1,740,678

Transitional Small Business Disclosure Format (Check one): Yes [_]; No [X]
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                                       2
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                                     PART I

Item 1.  Description of business                                               4
Item 2.  Description of property                                              18
Item 3.  Legal proceedings                                                    19
Item 4.  Submission of matters to a vote of security holders                  19

                                     PART II

Item 5.  Market for common equity and related stockholder matters.            20
Item 6.  Management's discussion and analysis or plan of operations.          24
Item 7.  Financial statements                                                 32
Item 8A. Controls & Procedures                                                32

                                    PART III

Item 9.  Directors, executive officers, promoters and control persons,
          compliance with Section 16(a) of the Exchange Act                   33
Item 10. Executive compensation.                                              36
Item 11. Security ownership of certain beneficial owners and management       38
Item 12. Certain relationships and related transactions                       41
Item 13. Exhibits                                                             42
Item 14. Principal Accountant Fees and Services                               44






















                                       3
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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS BACKGROUND
        ----------------------------------

         Trey Resources, Inc. (the "Company"), was incorporated as iVoice
Acquisition 1, Inc. in Delaware on October 3, 2002 as a wholly owned subsidiary
of iVoice, Inc. ("iVoice"). On April 24, 2003, we changed our corporate name
from iVoice Acquisition 1, Inc. to Trey Industries, Inc. On September 5, 2003,
we changed our corporate name to Trey Resources, Inc. On February 13, 2004, Trey
Resources, Inc. became an independent public company when all the shares owned
by iVoice, Inc. were distributed to the iVoice shareholders. In March 2004, Trey
Resources, Inc. began trading on the NASD OTC Bulletin Board under the symbol
TYRIA.OB.

         Trey initially owned iVoice's Automatic Reminder software business.
That software was sold in November 2004, and Trey is no longer engaged in the
sale of Automatic Reminder software. During 2004, we consummated business
combinations with two companies that are consultants and value added resellers
of financial accounting software to small and medium sized businesses. One
company is also the publisher of its own proprietary electronic data interchange
(EDI) software.

         In June 2004, Trey Resources' wholly-owned subsidiary, SWK
Technologies, Inc., completed a merger with SWK, Inc. SWK, Inc. was a value
added reseller and master developer for Sage Software's MAS 90/200/500 financial
accounting software, and was also the publisher of its own proprietary EDI
software, "MAPADOC". As a result of the merger, SWK, Inc.'s shareholders were
issued, in exchange for all of the common stock of SWK, Inc., 2,750,000
restricted shares of Trey Resources' Class A Common Stock.

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

         On March 25, 2006, Trey Resources' wholly-owned subsidiary, SWK
Technologies, entered into an Asset Purchase Agreement and an Employment
Agreement with Jodi Katz to consummate the acquisition of Wolen Katz Associates.
Wolen Katz is a value-added reseller of Sage Software's category leading ABRA
Human Resources Management Solution.

         Our principal offices and facilities are located at 5 Regent Street,
Suite 520, Livingston, NJ 07039 and our telephone number is (973) 758-9555.

                                       4
<PAGE>

GENERAL

         We are business consultants for small and medium sized businesses and
value-added resellers and developers of financial accounting software. We also
publish our own proprietary EDI software. We are a leader in marketing financial
accounting solutions across a broad spectrum of industries focused on
manufacturing and distribution. We specialize in software integration and
deployment, programming, and training and technical support, aimed at improving
the financial reporting and operational efficiencies of small and medium sized
companies. The sale of our financial accounting software is concentrated in the
northeastern United States, while our EDI software and programming services are
sold to corporations nationwide.

         We differentiate ourselves from traditional software resellers through
our wide range of value-added services, consisting primarily of programming,
training, technical support, and other consulting and professional services. We
also provide software customization, data migration, business consulting, and
implementation assistance for complex design environments. Our strategic focus
is to respond to our customers' requests for interoperability and provide
solutions that address broad, enterprise-wide initiatives.

         Our product sales are cyclical, and increase when the developer of a
specific software product offers new versions, promotions or discontinues
support of an older product.

         As is common among software resellers, we purchase our products from
our suppliers with a combination of cash and credit extended by the supplier. We
do not carry significant inventory, and generally place an order with the
supplier only after receiving a firm commitment from our customer. Except in
unusual situations, we do not allow our customers to return merchandise and
rarely offer extended payment terms to our customers.

OUR PRODUCTS

         Substantially all of our initial sales of financial accounting
solutions consist of prepackaged software and associated services to customers
in the United States. Our sales are focused on three major product categories
and associated value-added services.

Financial Accounting Software
-----------------------------

         As of December 31, 2005, approximately 12% of our total revenue was
generated from the resale of accounting software published by Sage Software,
Inc. (Sage) for the financial accounting requirements of small and medium sized
businesses focused on manufacturing and distribution, and the delivery of
related services from the sales of these products, including installation,
support and training. These product sales are primarily packaged software
programs installed on a user workstation, on a local area network server, or in
a hosted environment. The programs perform and support a wide

                                       5
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variety of functions related to accounting, including financial reporting,
accounts payable and accounts receivable, and inventory management.

         We provide a variety of services along with our financial accounting
software sales to assist our customers in maximizing the benefits from these
software applications. These services include training, technical support, and
professional services. We have six employees who serve as class instructors and
have formal, specific training in the topics they are teaching. We can also
provide on-site training services that are highly tailored to meet the needs of
a particular customer. Our instructors must pass annual subject-matter
examinations required by Sage to retain their product-based teaching
certifications.

         We provide end-user technical support services through our support/help
desk. A staff of 3 full-time product and technology consultants assist customers
calling with questions about product features, functions, usability issues, and
configurations. The support/help desk offers services in a variety of ways,
including prepaid services, time and materials billed as utilized, and annual
support contracts. Customers can communicate with the support/help desk through
e-mail, telephone, and fax channels. Standard support/help desk services are
offered during normal business hours five days per week.

         Our professional services include project-focused offerings such as
software customization, data migration, and small and medium sized business
consulting. We have four project managers who provide professional services to
our financial accounting customers.

Electronic Data Interchange (EDI) Software
------------------------------------------

         We publish our own proprietary EDI software "MAPADOC." EDI can be used
to automate existing processes, to rationalize procedures and reduce costs, and
to improve the speed and quality of services. Because EDI necessarily involves
business partners, it can be used as a catalyst for gaining efficiencies across
organizational boundaries.

         Our "MAPADOC" EDI solution is a fully integrated EDI solution that
provides users of Sage Software's market-leading MAS family of accounting
software products with a feature rich product that is easy to use. "MAPADOC"
provides the user with dramatically decreased data entry time, elimination of
redundant steps, the lowering paper and postage costs, the reduction of time
spent typing, signing, checking and approving documents and the ability to
self-manage EDI and to provide a level of independence that saves time and
money.

         We market our "MAPADOC" solutions to our existing and new small and
medium-sized business customers, and through a network of resellers. As of
December 31, 2005, we have a sales team and 5 technical specialists involved in
marketing and supporting sales of the "MAPADOC" product and associated services.

                                       6
<PAGE>

Warehouse Management Systems
----------------------------

         We are resellers of the Warehouse Management System (WMS) software
published by Radio Beacon, Inc. Radio Beacon Inc. develops warehouse management
software for mid-market distributors. The primary purpose of a WMS is to control
the movement and storage of materials within an operation and process the
associated transactions. Directed picking, directed replenishment, and directed
put away are the key to WMS. The detailed setup and processing within a WMS can
vary significantly from one software vendor to another. However, the basic WMS
will use a combination of item, location, quantity, unit of measure, and order
information to determine where to stock, where to pick, and in what sequence to
perform these operations.

         The Radio Beacon warehouse management software improves accuracy and
efficiency, streamlines materials handling, meets retail compliance
requirements, and refines inventory control. Radio Beacon works as part of a
complete operational solution by integrating seamlessly with RF hardware,
accounting software, shipping systems and warehouse automation equipment.

         We market the Radio Beacon solution to our existing and new
medium-sized business customers. As of December 31, 2005, we have five
salespeople and two technical specialists involved in marketing and supporting
sales of the Radio Beacon product and associated services.

Network Services and Business Consulting
----------------------------------------

         We provide network maintenance and service upgrades for our business
clients. We are a Microsoft Solutions Provider. Our staff includes engineers who
maintain certifications from Microsoft and Sage Software. They are Microsoft
Certified Systems Engineers and Microsoft Certified Professionals, and they
provide a host of services for our clients, including server implementation,
support and assistance, operation and maintenance of large central systems,
technical design of network infrastructure, technical troubleshooting for large
scale problems, network and server security, and backup, archiving, and storage
of data from servers. There are numerous competitors, both larger and smaller,
nationally and locally, with whom we compete in this market.

         We also provide, as consultants, the information technology (IT) audit
required by Section 404 of the Sarbanes Oxley Act of 2002. Section 404 (SOX 404)
requires CEOs, CFOs, and outside auditors to attest to the effectiveness of
internal controls for financial reporting. To satisfy Section 404 requirements,
CEO's, CFO's, and outside auditors must sign off on company's internal controls.
They need to know that the company can document its adherence to IT procedures
and processes, and that IT processes supporting financial management systems are
well controlled. Our qualified staff of certified network engineers and
certified public accountants allows us to provide these audits to small and
medium sized publicly-traded corporations. Our competition to render these
services includes accounting firms and independent information technology
consultants like ourselves.

                                       7
<PAGE>

MARKETS

Financial Accounting Software.
------------------------------

         In the financial accounting software market, we focus on providing
enterprise solutions to small- and medium-sized businesses ("SMB") with less
than $100 million of annual revenue, primarily in the manufacturing and
distribution industries. The SMB market is comprised of thousands of companies
in the New York region alone.

         While several local and regional competitors exist in the various
geographic territories where we conduct business, we have a competitive
advantage in terms of geographic reach, comprehensive training and support, and
the provision of other products and services. We are one of the larger Sage
resellers in the United States. While there are numerous national, regional, and
local competitors that could be compared to us in scale, size, geographical
reach, and target markets for the resale of Sage products, there is no one
dominant competitor or dominant group of competitors with whom we compete for
contracts or assignments on a regular basis. There are also numerous competitors
who publish and/or resell competing product lines, such as Microsoft's Great
Plains and Solomon accounting software.

Electronic Data Interchange Software.
-------------------------------------

         We publish and sell through a network of software resellers our
proprietary EDI software, "MAPADOC". Electronic Data Interchange (EDI) is
computer-to-computer communication of business documents between companies. It
is a paperless way to send and receive Purchase Orders, Invoices, etc. EDI
replaces human-readable documents with electronically coded documents. The
sending computer creates the document and the receiving computer interprets the
document. Implementation of EDI streamlines the process of exchanging standard
business transactions. Companies save by eliminating people cost as well as the
cost due to errors and double entry of data. The transmissions are accomplished
by connecting to a mailbox via a modem or the internet. The most common mailbox
is a Value Added Network's (VAN) electronic mailbox. Each user, identified by a
unique EDI ID, accesses his mailbox to send and receive all EDI transactions. To
standardize the documents communicated between many companies, the
Transportation Data Coordinating Committee, in 1975, published its first set of
standards.

         EDI standards are formats and protocols that trading partners agree to
use when sending and receiving business documents. Around 1979, The American
National Standards Institute (ANSI) designated an accredited standards committee
for EDI. The standards continue to evolve to address the needs of the member
companies. "MAPADOC" complies with all current standards. The market for EDI
continues to expand as big box retailers, such as Wal-Mart, Target, and K-Mart,
insist their vendors utilize EDI in their business transactions. There are
numerous companies with whom we compete in the SMB EDI marketplace, including
True Commerce and Kissinger Associates.

                                       8
<PAGE>

Warehouse Management Systems.
-----------------------------

         We resell under a distributor agreement the Warehouse Management
Solution published by Radio Beacon, Inc. Radio Beacon Inc. develops warehouse
management software for mid-market distributors. The primary purpose of a WMS is
to control the movement and storage of materials within an operation and process
the associated transactions. Directed picking, directed replenishment, and
directed put away are the key to WMS. The detailed setup and processing within a
WMS can vary significantly from one software vendor to another. However the
basic WMS will use a combination of item, location, quantity, unit of measure,
and order information to determine where to stock, where to pick, and in what
sequence to perform these operations. The Radio Beacon warehouse management
software improves accuracy and efficiency, streamlines materials handling, meets
retail compliance requirements, and refines inventory control. Radio Beacon
works as part of a complete operational solution by integrating seamlessly with
RF hardware, accounting software, shipping systems and warehouse automation
equipment. The WMS marketplace is extremely competitive. We compete against
national, regional, and local resellers, some significantly larger than us.


ARRANGEMENTS WITH PRINCIPAL SUPPLIERS

         Our revenues are primarily derived from the resale of vendor software
products and services. These resales are made pursuant to channel sales
agreements whereby we are granted authority to purchase and resell the vendor
products and services. Under these agreements, we either resell software
directly to our customers or act as a sales agent for various vendors and
receive commissions for our sales efforts.

         We are required to enter into an annual Channel Partner Agreement with
Sage Software, Inc. whereby Sage appoints us as a non-exclusive partner to
market, distribute, and support MAS 90/200/500 software. This agreement
authorizes us to sell these software products to certain customers in the United
States. There are no clauses in this agreement that limit or restrict the
services that we can offer to customers. We also operate a Sage Software
Authorized Training Center Agreement and also are party to a Master Developers
Program License Agreement.


CUSTOMERS

         We market our products to private companies throughout the United
States. In the year ended December 31, 2005, the revenues generated by our top
ten customers represented approximately twenty five percent (25%) of
consolidated revenues, and no single customer accounted for ten percent or more
of our consolidated revenues.

                                       9
<PAGE>

INTELLECTUAL PROPERTY

         We regard our technology and other proprietary rights as essential to
our business. We rely on copyright, trade secret, confidentiality procedures,
contract provisions, and trademark law to protect our technology and
intellectual property. We have also entered into confidentiality agreements with
our consultants and corporate partners and intend to control access to, and
distribution of our products, documentation, and other proprietary information.

         We own several trademarks registered with the U.S. Patent and Trademark
Office, including "MAPADOC" and have a number of trademark applications pending.
We have no patents or patent applications pending.

EMPLOYEES

         As of December 31, 2005, we had approximately 27 full time employees
and 4 part time employees located in one office in New Jersey, one office in New
York and one office in California. All but five of our current employees were
formerly employees of the companies that we acquired. Approximately five of our
employees are engaged in sales and marketing activities and approximately nine
employees are engaged in service fulfillment.

         Our future success depends in significant part upon the continued
services of our key sales, technical, and senior management personnel and our
ability to attract and retain highly qualified sales, technical, and managerial
personnel. None of our employees are represented by collective bargaining
agreements, and we have never experienced a work stoppage. We believe our
employee relations are good.

FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

         This annual report on Form 10-K contains forward-looking statements
within the meaning of that term in Section 27A of the Securities Act of 1933, as
amended, and in Section 21F of the Securities Exchange Act of 1934 as amended.
The statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may," "will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," the negative of these terms or
other similar terminology. These forward-looking statements involve risks and
uncertainties and other factors that may cause the actual results, performance
or achievements to differ from any future results, performance or achievements
expressed or implied by such forward-looking statements. Except for the
historical information and statements contained in this Report, the matters and
items set forth in this Report are forward looking statements that involve
uncertainties and risks some of which are discussed at appropriate points in the
Report and are also summarized as follows:

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<PAGE>

WE HAVE A LIMITED OPERATING HISTORY.

         We did not begin our value added reseller, software, and consulting
business until June 2004. Accordingly, we have a limited operating history on
which to base an evaluation of our business and prospects.

WE HAVE HISTORICALLY LOST MONEY AND MAY CONTINUE TO LOSE MONEY IN THE FUTURE.

         We have historically lost money. For the years ended December 31, 2005
and 2004, we had net losses of $2,408,644 and $2,390,705, respectively, and net
losses of $0.04 and $0.21 per share, respectively. Future losses are likely to
occur. Accordingly, we may experience significant liquidity and cash flow
problems because our operations may not be profitable. No assurances can be
given that we will be successful in reaching or maintaining profitable
operations.

WE CANNOT ACCURATELY FORECAST OUR FUTURE REVENUES AND OPERATING RESULTS, WHICH
MAY FLUCTUATE.

         Our short operating history and the rapidly changing nature of the
markets in which we compete make it difficult to accurately forecast our
revenues and operating results. Furthermore, we expect our revenues and
operating results to fluctuate in the future due to a number of factors,
including the following:

     o   the timing of sales of our products and services;
     o   the timing of product implementation, particularly large design
         projects;
     o   unexpected delays in introducing new products and services;
     o   increased expenses, whether related to sales and marketing, product
         development, or administration;
     o   deferral in the recognition of revenue in accordance with applicable
         accounting principles, due to the time required to complete projects;
     o   the mix of product license and services revenue; and
     o   costs related to possible acquisitions of technology or businesses.

WE MAY FAIL TO DEVELOP NEW PRODUCTS, OR MAY INCUR UNEXPECTED EXPENSES OR DELAYS.

         Although we currently have fully developed products available for sale,
we may also develop various new technologies, products and product features and
may rely on them to remain competitive. Due to the risks inherent in developing
new products and technologies--limited financing, competition, obsolescence,
loss of key personnel, and other factors--we may fail to develop these
technologies and products, or may experience lengthy and costly delays in doing
so. Although we are able to license some of our technologies in their current
stage of development, we cannot assure that we will be able to develop new
products or enhancements to our existing products in order to remain
competitive.

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<PAGE>

IF WE CANNOT RAISE ADDITIONAL CAPITAL TO FINANCE FUTURE OPERATIONS, WE MAY NEED
TO CURTAIL OUR OPERATIONS IN THE FUTURE.

         We have relied on significant external financing to fund our
operations. Such financing has historically come from a combination of
borrowings and sales of securities from third parties. We cannot assure you that
financing from external sources will be available if needed or on favorable
terms. Our inability to obtain adequate financing will result in the need to
curtail business operations. Any of these events would be materially harmful to
our business and may result in a lower stock price. 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.

BECAUSE OUR FINANCIAL ACCOUNTING SOFTWARE, EDI SOFTWARE, AND BUSINESS CONSULTING
BUSINESSES ARE STILL EVOLVING, WE MAY EXPERIENCE DIFFICULTIES THAT COULD PREVENT
US FROM BECOMING PROFITABLE.

         Because our financial accounting software, EDI software, and business
consulting businesses are still evolving, we may experience the difficulties
frequently encountered by companies in the early stage of development in new and
evolving markets. These difficulties include the following:

     o   substantial delays and expenses related to testing and developing new
         products;
     o   marketing and distribution problems encountered in connection with our
         new and existing products and technologies;
     o   competition from larger and more established companies;
     o   delays in reaching our marketing goals;
     o   difficulty in recruiting qualified employees for management and other
         positions;
     o   lack of sufficient customers, revenues and cash flow; and
     o   limited financial resources.

         We may continue to face these and other difficulties in the future,
some of which may be beyond our control. If we are unable to successfully
address these problems, our business will suffer and our stock price could
decline.

IF OUR TECHNOLOGIES AND PRODUCTS CONTAIN DEFECTS OR OTHERWISE DO NOT WORK AS
EXPECTED, WE MAY INCUR SIGNIFICANT EXPENSES IN ATTEMPTING TO CORRECT THESE
DEFECTS OR IN DEFENDING LAWSUITS OVER ANY SUCH DEFECTS.

         Software products are not currently accurate in every instance, and may
never be. Furthermore, we could inadvertently release products and technologies
that contain defects. In addition, third-party technology that we include in our
products could contain defects. We may incur significant expenses to correct
such defects. Clients who are not satisfied with our products or services could
bring claims against us for substantial damages. Such claims could cause us to
incur significant legal expenses and, if

                                       12
<PAGE>

successful, could result in the plaintiffs being awarded significant damages.
Our payment of any such expenses or damages could prevent us from becoming
profitable.

OUR SUCCESS IS HIGHLY DEPENDENT UPON OUR ABILITY TO COMPETE AGAINST COMPETITORS
THAT HAVE SIGNIFICANTLY GREATER RESOURCES THAN WE HAVE.

         The financial accounting software, EDI software, and business
consulting industries are highly competitive, and we believe that this
competition will intensify. Many of our competitors have longer operating
histories, significantly greater financial, technical, product development and
marketing resources, greater name recognition and larger client bases than we
do. Our competitors could use these resources to market or develop products or
services that are more effective or less costly than any or all of our products
or services or that could render any or all of our products or services
obsolete. Our competitors could also use their economic strength to influence
the market to continue to buy their existing products.

IF WE ARE NOT ABLE TO PROTECT OUR TRADE SECRETS THROUGH ENFORCEMENT OF OUR
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTS, THEN WE MAY NOT BE ABLE TO
COMPETE EFFECTIVELY AND WE MAY NOT BE PROFITABLE.

         We attempt to protect our trade secrets, including the processes,
concepts, ideas and documentation associated with our technologies, through the
use of confidentiality agreements and non-competition agreements with our
current employees and with other parties to whom we have divulged such trade
secrets. If the employees or other parties breach our confidentiality agreements
and non-competition agreements or if these agreements are not sufficient to
protect our technology or are found to be unenforceable, our competitors could
acquire and use information that we consider to be our trade secrets and we may
not be able to compete effectively. Most of our competitors have substantially
greater financial, marketing, technical and manufacturing resources than we
have, and we may not be profitable if our competitors are also able to take
advantage of our trade secrets.

WE MAY UNINTENTIONALLY INFRINGE ON THE PROPRIETARY RIGHTS OF OTHERS.

         Many lawsuits currently are being brought in the software industry
alleging violation of intellectual property rights. Although we do not believe
that we are infringing on any patent rights, patent holders may claim that we
are doing so. Any such claim would likely be time-consuming and expensive to
defend, particularly if we are unsuccessful, and could prevent us from selling
our products or services. In addition, we may also be forced to enter into
costly and burdensome royalty and licensing agreements.

                                       13
<PAGE>

OUR TWO OFFICERS CONTROL A SIGNIFICANT PERCENTAGE OF OUR CAPITAL STOCK AND HAVE
SUFFICIENT VOTING POWER TO CONTROL THE VOTE ON SUBSTANTIALLY ALL CORPORATE
MATTERS.

         As of March 24, 2006, Jerome R. Mahoney and Mark Meller, our
Non-Executive Chairman of the Board of Directors and our President,
respectively, collectively owned approximately 69% of our outstanding shares of
our Class A common stock (assuming the conversion of outstanding debt into
shares of Class A common stock and/or Class B common stock). Mr. Mahoney and Mr.
Meller may be able to influence all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. This concentration of ownership, which is not subject to any
voting restrictions, could limit the price that investors might be willing to
pay for our Class A common stock. In addition, Mr. Mahoney and Mr. Meller are in
a position to impede transactions that may be desirable for other stockholders.
They could, for example, make it more difficult for anyone to take control of
us.

OUR INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE AND FAILURE TO ADAPT
OUR PRODUCT DEVELOPMENT TO THESE CHANGES MAY CAUSE OUR PRODUCTS TO BECOME
OBSOLETE.

         We participate in a highly dynamic industry characterized by rapid
change and uncertainty relating to new and emerging technologies and markets.
Future technology or market changes may cause some of our products to become
obsolete more quickly than expected.

THE TREND TOWARD CONSOLIDATION IN OUR INDUSTRY MAY IMPEDE OUR ABILITY TO COMPETE
EFFECTIVELY.

         As consolidation in the software industry continues, fewer companies
dominate particular markets, changing the nature of the market and potentially
providing consumers with fewer choices. Also, many of these companies offer a
broader range of products than us, ranging from desktop to enterprise solutions.
We may not be able to compete effectively against these competitors.
Furthermore, we may use strategic acquisitions, as necessary, to acquire
technology, people and products for our overall product strategy. The trend
toward consolidation in our industry may result in increased competition in
acquiring these technologies, people or products, resulting in increased
acquisition costs or the inability to acquire the desired technologies, people
or products. Any of these changes may have a significant adverse effect on our
future revenues and operating results.

WE FACE INTENSE PRICE-BASED COMPETITION FOR LICENSING OF OUR PRODUCTS WHICH
COULD REDUCE PROFIT MARGINS.

         Price competition is often intense in the software market.. Price
competition may continue to increase and become even more significant in the
future, resulting in reduced profit margins.

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<PAGE>

IF WE LOSE THE SERVICES OF ANY OF OUR KEY PERSONNEL, INCLUDING OUR NON-EXECUTIVE
CHAIRMAN OF THE BOARD OF DIRECTORS OR CHIEF EXECUTIVE OFFICER, OUR BUSINESS MAY
SUFFER.

         We are dependent on our key officers, Jerome R. Mahoney and Mark
Meller, our Non-Executive Chairman of the Board of Directors and our Chief
Executive Officer, respectively, and our key employees in our operating
subsidiary, specifically Jeffrey Roth, Lynn Berman, and Gary Berman. The loss of
any of our key personnel could materially harm our business because of the cost
and time necessary to retain and train a replacement. Such a loss would also
divert management attention away from operational issues. In an attempt to
minimize the effects of such loss, we presently maintain a $1,000,000 key-man
term life insurance policies on Mr. Roth, Ms. Berman and Mr. Berman.

OUR NON-EXECUTIVE CHAIRMAN OF THE BOARD OF DIRECTORS MAY HAVE CONFLICTS OF
INTEREST, AND WE DO NOT HAVE ANY FORMAL PROCEDURE FOR RESOLVING ANY SUCH
CONFLICTS IN THE FUTURE.

         As of December 31, 2005, our Non-Executive Chairman of the Board of
Directors, Jerome R. Mahoney, will have the right to convert $294,767 of
indebtedness into 294,767 shares of Class B common stock of Trey Resources,
which will be convertible into an indeterminable number of shares of Class A
common stock of Trey Resources. This could create, or appear to create,
potential conflicts of interest when our Non-Executive Chairman is faced with
decisions that could have different implications for Trey Resources. Examples of
these types of decisions might include any of the potential business
acquisitions made by us or the resolution of disputes arising out of the
agreements governing the relationship between iVoice and us following the
distribution. Also, the appearance of conflicts, even if such conflicts do not
materialize, might adversely effect the public's perception of us following the
distribution. Furthermore, we do not have any formal procedure for resolving any
such conflicts of interest if they do arise.

OUR SECURITIES

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

         We intend to retain any future earnings to finance the growth and
development of our business. Therefore, we do not expect to pay any cash
dividends in the foreseeable future. Any future dividends will depend on our
earnings, if any, and our financial requirements.

EXISTING STOCKHOLDERS WILL EXPERIENCE SIGNIFICANT DILUTION FROM OUR SALE OF
SHARES UNDER THE CORNELL DEBENTURES.

The sale of shares pursuant to the terms of the Cornell Debentures will have a
dilutive impact on our stockholders. As a result, our net income per share could
decrease in future periods, and the market price of our Class A Common Stock
could decline. In addition, for a given advance, we will need to issue a greater
number of shares of Class A

                                       15
<PAGE>

Common Stock under the Cornell Debentures as our stock price declines. If our
stock price is lower, then our existing stockholders would experience greater
dilution. [See "Liquidity and Capital Resources" in Item 6. Management's
Discussion and Analysis or Plan of Operation.]

THE INVESTORS HOLDING OUR CONVERTIBLE DEBENTURES WILL PAY LESS THAN THE
THEN-PREVAILING MARKET PRICE OF OUR CLASS A COMMON STOCK.

         The Class A Common Stock to be issued under the Cornell Debentures will
be issued at a ninety percent (90%) of the lowest Closing Bid Price of the
Common Stock during the thirty (30) days trading days immediately preceding the
Conversion Date, as quoted by Bloomberg, LP. These discounted sales could cause
the price of our Class A Common Stock to decline.

         Further, because the investor under the Cornell Debentures will acquire
our Class A Common Stock at a discount, it will have an incentive to sell
immediately in order to realize a gain on the difference. This incentive to sell
immediately into the public market to realize a gain on the difference
accelerates if the market price of our Class A Common Stock declines. [See
"Liquidity and Capital Resources" in Item 6. Management's Discussion and
Analysis or Plan of Operation.]

THE INVESTORS HOLDING OUR CONVERTIBLE DEBENTURES INTEND TO SELL THEIR SHARES OF
CLASS A COMMON STOCK IN THE PUBLIC MARKET, WHICH SALES MAY CAUSE OUR STOCK PRICE
TO DECLINE.

         The investors holding our convertible debentures intend to sell the
shares of Class A Common Stock in the public market. That means that up to 1.5
billion shares of Class A Common Stock, the number of shares being registered in
the upcoming registration statement, may be sold. Such sales may cause our stock
price to decline.

THE SALE OF OUR STOCK UNDER OUR CORNELL DEBENTURES COULD ENCOURAGE SHORT SALES
BY THIRD PARTIES, WHICH COULD CONTRIBUTE TO THE FURTHER DECLINE OF OUR STOCK
PRICE.

         The significant downward pressure on the price of our Class A Common
Stock caused by the sale of material amounts of Class A Common Stock under the
Cornell Debentures could encourage short sales by third parties. Such an event
could place further downward pressure on the price of our Class A Common Stock.

THE ISSUANCE OF SHARES OF CLASS A COMMON STOCK UNDER THE UPCOMING OFFERING COULD
RESULT IN A CHANGE OF CONTROL.

         We will be registering 1.5 billion shares of Class A Common Stock in
the upcoming offering. These shares represent greater than 92% of our
outstanding Class A

                                       16
<PAGE>

Common Stock, and we anticipate the shares will be sold in the offering. If all
or a significant block of these shares are held by one or more stockholders
working together, then such stockholder or stockholders would have enough shares
to assume control of Trey by electing its or their own directors.

OUR CLASS A COMMON STOCK IS THINLY TRADED AND WE CANNOT PREDICT THE EXTENT TO
WHICH A MORE ACTIVE TRADING MARKET WILL DEVELOP.

         Our Class A Common Stock is thinly traded compared to larger more
widely known companies. Thinly traded Class A Common Stock can be more volatile
than common stock trading in an active public market. We cannot predict the
extent to which an active public market for the Class A Common Stock will
develop or be sustained after this offering.

THE PRICE OF OUR STOCK MAY BE AFFECTED BY A LIMITED TRADING VOLUME AND MAY
FLUCTUATE SIGNIFICANTLY.

         There has been a limited public market for our Class A common stock and
there can be no assurance that an active trading market for our stock will
continue. An absence of an active trading market could adversely affect our
stockholders' ability to sell our Class A common stock in short time periods, or
possibly at all. Our Class A common stock has experienced, and is likely to
experience in the future, significant price and volume fluctuations which could
adversely affect the market price of our stock without regard to our operating
performance. In addition, we believe that factors such as quarterly fluctuations
in our financial results and changes in the overall economy or the condition of
the financial markets could cause the price of our Class A common stock to
fluctuate substantially.

OUR CLASS A COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS.

         Our Class A common stock is deemed to be "penny stock" as that term is
defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934.
These requirements may reduce the potential market for our Class A common stock
by reducing the number of potential investors. This may make it more difficult
for investors in our Class A common stock to sell shares to third parties or to
otherwise dispose of them. This could cause our stock price to decline. Penny
stocks are stock:

     o   With a price of less than $5.00 per share
     o   That are not traded on a "recognized" national exchange;
     o   Whose prices are not quoted on the NASDAQ automated quotation system
         (NASDAQ listed stock must still have a price of not less than $5.00 per
         share); or

                                       17
<PAGE>

     o   In issuers with net tangible assets less than $2.0 million (if the
         issuer has been in continuous operation for at least three years) or
         $5.0 million (if in continuous operation for less than three years), or
         with average revenues of less than $6.0 million for the last three
         years.

         Broker/dealers dealing in penny stocks are required to provide
potential investors with a document disclosing the risks of penny stocks.
Moreover, broker/dealers are required to determine whether an investment in a
penny stock is a suitable investment for a prospective investor.

FUTURE SALES OF OUR CLASS A COMMON STOCK COULD CAUSE OUR STOCK PRICE TO DECLINE.

         The sale of a large number of our shares, or the perception that such a
sale may occur, could lower our stock price. Such sales could make it more
difficult for us to sell equity securities in the future at a time and price
that we consider appropriate.

ISSUANCE OF OUR RESERVED SHARES OF CLASS A COMMON STOCK MAY SIGNIFICANTLY DILUTE
THE EQUITY INTEREST OF EXISTING STOCKHOLDERS.

         We have reserved for issuance shares of our Class A common stock upon
exercise or conversion of stock options, warrants, or other convertible
securities that are presently outstanding. Issuance of these shares will have
the effect of diluting the equity interest of our existing stockholders and
could have an adverse effect on the market price for our Class A common stock.
As of March 24, 2006, we had all of our remaining 9,871,060,874 authorized
shares available for future issuance, of which approximately 1,041,654,832 are
reserved.

ITEM 2. DESCRIPTION OF PROPERTY.

         We do not own any real property for use in our operations or otherwise.
On June 10, 2005, we consolidated our two New Jersey offices and moved into
6,986 square feet of space at 5 Regent Street, Livingston, NJ 07039 at a monthly
rent of $7,423. In addition, we continue to lease 1,090 square feet of space in
Clifton, NJ at a monthly rent of $1,998. Effective March 15, 2005, we entered
into a lease for 621 square feet of space at 900 Walt Whitman Road, Melville, NY
11747, at a monthly rent of $932. On October 30, 2005, we entered into a
one-year lease for office space at 1902 Wright Place, Carlsbad, CA 92008, at a
monthly rent of $567. We use our facilities to house our corporate headquarters
and operations and believe our facilities are suitable for such purpose. We also
believe that our insurance coverage adequately covers our interest in our leased
space. We have a good relationship with our landlords. We believe that these
facilities will be adequate for the foreseeable future.

                                       18
<PAGE>

ITEM 3. LEGAL PROCEEDINGS.

         We are subject to litigation from time to time arising from our normal
course of operations. Currently, there are no open litigation matters relating
to our products, product installations or technical services provided.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         During the fiscal year ended December 31, 2005, no matters were
submitted to a vote of security holders.

REPORTS TO SECURITY HOLDERS

         We are a "reporting company" under the Securities Exchange Act of 1934,
as amended, and we file reports with the Securities and Exchange Commission. In
this regard, the Company files Quarterly Reports on Form 10-QSB, Annual Reports
on Form 10-KSB and as required, files Current Reports on Form 8-K.

         The public may read and copy any materials the Company files with the
Securities and Exchange Commission at the Commission's Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission maintains an Internet site that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the Commission. The Internet address of the
Commission's site is (http://www.sec.gov).

         Our executive offices are located at 5 Regent Street, Suite 520,
Livingston, NJ 07039 and our telephone number is (973) 758-9555.















                                       19
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

         Our Class A common stock, $0.00001 par value, is quoted on the NASD OTC
Bulletin Board under the symbol "TYRIA." The following table shows the high and
low closing prices for the periods indicated.

                                             High                    Low
                                             ----                    ---
        2004

        First Quarter                       $0.900                 $0.120
        Second Quarter                      $0.320                 $0.060
        Third Quarter                       $0.180                 $0.044
        Fourth Quarter                      $0.080                 $0.022

        2005

        First Quarter                       $0.046                 $0.023
        Second Quarter                      $0.027                 $0.011
        Third Quarter                       $0.043                 $0.016
        Fourth Quarter                      $0.018                $0.00963

HOLDERS OF COMMON EQUITY.

         As of December 31, 2005, the number of record holders of our common
shares was approximately 686.

DIVIDEND INFORMATION.

         To date, the Company has never paid a cash dividend. We have no plans
to pay any dividends in the near future. We intend to retain all earnings, if
any, for the foreseeable future, for use in our business operations.

SALES OF UNREGISTERED SECURITIES.

         In the year ending December 31, 2005, the Company issued the following
unregistered securities pursuant to various exemptions from registration under
the Securities Act of 1933:

                                       20
<PAGE>


     o   On July 12, 2005, the Company issued to Thornhill Capital LLC warrants
         to purchase 3,000,000 shares of Class A common stock at a price of
         $.015 per share for professional consulting services.

     o   On August 31, 2005, the Company issued to Cornell Capital Partners
         warrants to purchase 4,000,000 shares of Class A common stock at a
         price of $.03 per share as additional consideration for funding the
         $200,000 Secured Convertible Debenture of this same date.

     o   On December 30, 2005 the Company entered into a Securities Purchase
         Agreement with Cornell Capital Partners, LP wherein the Company agreed
         to sell and Cornell agreed to purchase up to $2,359,047 of secured
         convertible debentures.

     Subsequent Events
     -----------------

     o   On February 27, 2006, the Company issued 4,347,826 shares of its Class
         A common stock to Jodie Katz pursuant the Asset Purchase Agreement for
         Wolen Katz Associates. These securities have been issued with a
         restrictive legend.

         We relied upon the exemption provided in Section 4(2) of the Securities
Act and/or Rule 506 thereunder, which cover "transactions by an issuer not
involving any public offering," to issue securities discussed above without
registration under the Securities Act of 1933. The Company made a determination
in each case that the person to whom the securities were issued did not need the
protections that registration would afford. The certificates representing the
securities issued displayed a restrictive legend to prevent transfer except in
compliance with applicable laws, and our transfer agent was instructed not to
permit transfers unless directed to do so by our Company, after approval by our
legal counsel. The Company believes that the investors to whom securities were
issued had such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of the prospective investment. The
Company also believes that the investors had access to the same type of
information as would be contained in a registration statement.

DESCRIPTION OF SECURITIES

         Pursuant to our certificate of incorporation, as amended, we are
authorized to issue up to: 10,000,000,000 shares of Class A common stock, par
value $0.00001 per share; 50,000,000 shares of Class B common stock, par value
$.00001 per share; 20,000,000 shares of Class C common stock, par value
$0.00001; and 1,000,000 shares of preferred stock, par value of $1.00 per share.
Below is a description of Trey Resources' outstanding securities, including
Class A common stock, Class B common stock, options, warrants and debt.

                                       21
<PAGE>

CLASS A COMMON STOCK

         Each holder of our Class A Common Stock is entitled to one vote for
each share held of record. Holders of our Class A Common Stock have no
preemptive, subscription, conversion, or redemption rights. Upon liquidation,
dissolution or winding-up, the holders of Class A Common Stock are entitled to
receive our net assets pro rata. Each holder of Class A Common Stock is entitled
to receive ratably any dividends declared by our board of directors out of funds
legally available for the payment of dividends. We have not paid any dividends
on our Common Stock and do not contemplate doing so in the foreseeable future.
We anticipate that any earnings generated from operations will be used to
finance our growth.

CLASS B COMMON STOCK

         Each share of Class B Common Stock has voting rights equal to 100
shares of Class A Common Stock. Holders of Class B Common Stock 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. There are 50,000,000 shares
authorized and 0 shares issued and outstanding as of December 31, 2005. 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 our
liquidation, dissolution, or winding-up, holders of Class B Common Stock will be
entitled to receive distributions.

CLASS C COMMON STOCK

         Each holder of our Class C Common Stock is entitled to 1 vote for each
1,000 shares held of record. Holders of our Class C Common Stock have no
preemptive, subscription, conversion, or redemption rights. Shares of Class C
Common Stock are not convertible into Class A Common Stock. There are 20,000,000
shares authorized and 0 shares issued and outstanding as of December 31, 2005.
Upon liquidation, dissolution or winding-up, the holders of Class C Common Stock
are not entitled to receive our net assets pro rata. We have not paid any
dividends on our common stock and do not contemplate doing so in the foreseeable
future. We anticipate that any earnings generated from operations will be used
to finance our growth.

PREFERRED STOCK

         Trey filed an amendment to its certificate of incorporation,
authorizing the issuance of 1,000,000 shares of Preferred Stock, par value $1.00
per share. As of December 31, 2005, Trey has not issued any shares of Preferred
Stock.

         Our board of directors is authorized (by resolution and by filing an
amendment to our certificate of incorporation and subject to limitations
prescribed by the General Corporation Law of the State of Delaware) to issue,
from to time, shares of Preferred Stock in one or more series, to establish from
time to time the number of shares to be included in each series, and to fix the
designation, powers, preferences and other rights of

                                       22
<PAGE>

the shares of each such series and to fix the qualifications, limitations and
restrictions thereon, including, but without limiting the generality of the
foregoing, the following:

     o   the number of shares constituting that series and the distinctive
         designation of that series;

     o   the dividend rate on the shares of that series, whether dividends are
         cumulative, and, if so, from which date or dates, and the relative
         rights of priority, if any, of payment of dividends on shares of that
         series;

     o   whether that series has voting rights, in addition to voting rights
         provided by law, and, if so, the terms of those voting rights;

     o   whether that series has conversion privileges, and, if so, the terms
         and conditions of conversion, including provisions for adjusting the
         conversion rate in such events as our board of directors determines;

     o   whether or not the shares of that series are redeemable, and, if so,
         the terms and conditions of redemption, including the dates upon or
         after which they are redeemable, and the amount per share payable in
         case of redemption, which amount may vary under different conditions
         and at different redemption dates;

     o   whether that series has a sinking fund for the redemption or purchase
         of shares of that series, and, if so, the terms and amount of that
         sinking fund;

     o   the rights of the shares of that series in the event of voluntary or
         involuntary liquidation, dissolution or winding up of Trey, and the
         relative rights of priority, if any, of payment of shares of that
         series; and

     o   any other relative powers, preferences and rights of that series, and
         qualifications, limitations or restrictions on that series.

         If we liquidate, dissolve or wind up our affairs, whether voluntarily
or involuntarily, the holders of Preferred Stock of each series will be entitled
to receive only that amount or those amounts as are fixed by the certificate of
designations or by resolution of the board of directors providing for the
issuance of that series.

         Options and Stock Awards

         During the fiscal year ended December 31, 2004, the Company adopted the
Trey Resources, Inc. 2004 Stock Incentive Plan (the "Stock Incentive Plan") to:
(i) provide long-term incentives and rewards to employees, directors,
independent contractors or agents the Company and its subsidiaries; (ii) assist
the Company in attracting and retaining employees, directors, independent
contractors or agents with experience and/or ability on a basis competitive with
industry practices; and (iii) associate the interests of such employees,
directors, independent contractors or agents with those of the Company's
stockholders. The Board of Directors authorized the issuance of up to 2.4
million shares of Class A common stock under the Stock Incentive Plan. In 2005,
the Board of Directors amended this plan to increase the authorized number of
shares to 20 million Class A Common Stock.

                                       23
<PAGE>

     During 2005, the following securities were issued pursuant to this Plan:

     o   On February 25, 2005, the Company issued 350,000 shares of Class A
         common stock for investor relations to Evergreen Marketing, Inc.

     o   On March 2, 2005 and December 16, 2005, the Company issued the
         aggregate of 9,318,611 shares of Class A common stock for compensation
         and bonuses to SWK employees.

     o   On July 15, 2005, the Company issued 2,223,746 shares of Class A common
         stock to a Lawrence A. Muenz, partner of Meritz & Muenz LLP, for legal
         services provided in the prior year.

         During the fiscal year ended December 31, 2004, and as amended, the
Company adopted the Trey Resources, Inc. 2004 Directors' and Officers' Stock
Incentive Plan (the "Directors' and Officers' Plan") is to (i) provide long-term
incentives and rewards to officers and directors the Company and its
subsidiaries; (ii) assist the Company in attracting and retaining officers and
directors with experience and/or ability on a basis competitive with industry
practices; and (iii) associate the interests of such officers and directors with
those of the Company's stockholders. The Board of Directors authorized the
issuance of up to 2.4 million shares of Class A common stock under the
Directors' and Officers' Plan. In 2005, the Board of Directors amended this plan
to increase the authorized number of shares to 20 million Class A Common Stock.

     During 2005, the following securities were issued pursuant to this Plan:

     o   On February 16, 2005, the Company issued 270,270 shares of Class A
         common stock to a previous officer of iVoice, Inc. per the spin-off
         agreement.

     o   At various times during the year ended December 31, 2005, the Company
         issued 11,662,792 shares of Class A common stock for repayment of
         accrued salaries for two officers of the Company.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

         This discussion and analysis of financial condition and results of
operations should be read in conjunction with our Financial Statements included
in this filing.

                                       24
<PAGE>

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

         Management is uncertain whether 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 successful operating
business, and management 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.

                                       25
<PAGE>

DECEMBER 31, 2005 COMPARED TO DECEMBER 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 year ended December 31, 2004, the Company
reported no revenue from the sale of our Automatic Reminder software and
$1,703,281 of sales from SWK Technologies following the acquisition. 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 fiscal year ended December 31, 2005, totaled $4,180,075
representing sales of SWK Technologies ("SWKT") and Business Tech Solutions
Group ("BTSG"). SWKT sales increased $1,826,659 over the prior year as the
result of increased focus by management on marketing and sales across all their
product lines, and as a result of having owned and operated SWKT over an entire
year of operations. In addition, BTSG sales increased $650,135 over the prior
year, primarily as the result of the acquisition of BTSG in the 4th quarter of
2004.

         The gross profit for the year ended December 31, 2005 of $1,445,669
represent s both the gross profit of SWK and BTSG. As a percentage of sales,
gross profit margin was 34.8% for the year period ending December 31, 2005.
Gross profit for the year ended December 31, 2004 was $698,636 and 41.0% of
sales. Total gross profit increased by $757,033 when compared to the prior year.
Of this increase, gross profit increased by $617,309 on increases in SWKT
product sales and the gross profit increased by $130,724 on the increased sales
of BTSG as the result of the acquisition. Gross profit margin percentage
decreased as the result of increases in certain fixed expenses which were
increased in anticipation of higher sales activity, which failed to develop in a
timely fashion.

         Total operating expenses were $3,318,857 for the year ending December
31, 2005, an increase of $652,661 over the prior year period ending December 31,
2004, which totaled $2,666,196. The increase in 2005, when compared to 2004, was
the result of several factors. Selling and marketing expenses increased by
$472,303 in 2005, primarily for salaries and benefits and for attendance at
trade shows as management focused on growing the business. Of this increase,
salaries, taxes and benefits increased by $304,918 to hire additional support
staff to grow the business and to support the additional clients. Trade show
expenses increased by $94,214 and marketing expense increased by $14,803 to
support the growth strategy. The Company increased certain expenses associated
with operating as a public company, such as insurance, investor relations,
accounting, franchise taxes and other overhead by $379,206. SWKT had a net

                                       26
<PAGE>

increase in general and administration expenses of $580,197 as the result of
having a full year of expenses and the additional expense associated with the
BTSG acquisition. These increases in 2005 were offset by approximately $965,000
of non-recurring charges to expenses in 2004 for the successful completion of
the spin-off of the company from its former parent, and the reduction of
approximately $210,000 in legal fees, consulting services, and printing and
reproduction expenses incurred in 2004 for the spin-off of the new company.
Depreciation expenses increased by $32,855 to reflect the full year depreciation
of the equipment and leasehold improvements At December 31, 2005, management
impaired the goodwill by $361,100 based on the reduced repeat sales from the
clients acquired at the acquisition.

         Other expenses for the year ended December 31, 2005 were $545,456, an
increase of $122,311 over the year period ending December 31, 2004. The increase
reflects the increase in debt conversion discounts of $170,848 on the Company's
convertible debentures and equity-line financing agreements, $82,005 on the
financing costs on the convertible debentures and a $35,109 loss on the
assignment of the Laser Energetics Class A Common Stock shares to iVoice, Inc.
These amounts are offset by a gain on sales of the prior year's non-operating
losses to New Jersey for $191,497, a decrease of $35,443 in interest expense on
the equity-line financing debt, related party loans, convertible debentures and
trade leases, increases in interest income of $32,012 on the debentures
receivable and interest earned on cash balances in the bank and other income of
$10,000 from a settlement of a non-compete claim against a prior employee of SWK
Technologies. In 2004, there was a net gain on sale of the patient reminder
software of $100,000.

         Net loss for the year ending December 31, 2005 was $2,408,644 as
compared to net loss of $2,390,705 for the year ending December 31, 2004. The
increase in net loss of $17,939 for the respective periods was a result of the
factors discussed above.

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

         We are currently seeking additional operating income opportunities
through potential acquisitions or investments 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.

                                       27
<PAGE>

         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, LP. ("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 December 31, 2005, $15,000
remained due on the principal and $3,173 was due for accrued interest on these
debentures.

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

         In March 2003, Trey issued an aggregate of $40,000 in convertible
debentures to Elma S. Foin, Darryl A. Moy, Henry Tyler and Steven R. LeMott.
These 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
distribution 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. These convertible debentures accrue
interest at a rate of 5% per year and are convertible at the holder's option.
These convertible debentures have a term of two years with all accrued interest
due and payable at the end of the term. On December 31, 2005, the balance on
these debentures is $15,000.

                                       28
<PAGE>

         On December 30, 2005, Trey issued to Cornell two Secured Convertible
Debentures ("Cornell Debentures") for the value of $1,159,047 and $600,000,
respectively. Pursuant to the terms of the Securities Purchase Agreement,
Cornell will provide a third Secured Convertible Debenture for a value of
$600,000 2 business days prior to the filing of the registration statement with
the SEC. All three debentures are due on December 30, 2007 and carry an interest
rate of 7.5% per annum. The principal and accrued interest on the debentures are
convertible into shares of Class A Common Stock at a price per share equal to
90% of the lowest closing bid price of our Class A Common Stock for the thirty
trading days immediately preceding conversion.

         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 was
repaid by Trey at the closing and the $35,000 note is being paid at the rate of
$1,500 per week. As of December 31, 2005, the entire balance on this note was
paid in full. On its audited financial statements for the year ending December
31, 2003, SWK, Inc., was issued a going concern opinion by its auditors who
cited recurring losses, a deficiency of cash flows from operations and the lack
of liquidity as the basis of their opinion.

         Pursuant to the Spin-Off from iVoice, Trey assumed an aggregate of
$324,000 in liabilities from iVoice and iVoice assigned to Trey assets having an
aggregate book value of $9,000. Trey believes that the fair value of these
assets may be greater than the book value, although it has not undertaken an
appraisal. The 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 December 31, 2005, the principle on this note was
$250,000 and accrued interest was $44,767.

         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

                                       29
<PAGE>

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 December 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.

         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 the year ended December 31, 2005, SWK Technologies, Inc. drew down
$145,000 from its $250,000 line of credit with Bank of America f/k/a Fleet
National Bank. 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 and
these have been paid. Principal shall be due and payable on demand from Bank of
America. This line of credit is also

                                       30
<PAGE>

fully guaranteed by the Company. As of December 31, 2005, the outstanding
balance payable to Fleet totaled $145,000.

         During the year ended December 31, 2005, Trey had a net increase in
cash of $670,358. Trey's principal sources and uses of funds were as follows:

         CASH USED BY OPERATING ACTIVITIES. Trey used $746,433 in cash for
operating activities in the year ended December 31, 2005, a decrease of $272,603
as compared to $1,019,036 in cash used for operating activities in the year
ended December 31, 2004. The decrease in the current year is primarily the
result of the cash received from increased sales. The expenses shown below the
line of "Loss from Operations" on the Consolidated Statements of Operations are
primarily the result of non-cash accounting entries that have no effect on the
cash flow from operations. After removing the non-cash items from the cash flow
from operations, the Company is left with the increases in accounts payable
partially offsetting the cash loss from operations in the current year. In the
prior year, the company accrued a total of $1,278,450 to related parties which
represented accrued salaries, expense reimbursements, interest on unpaid
obligations, $114,800 bonus to Mr. Meller, and two one-time payments of $350,000
each to Mr. Mahoney and Mr. Meller, the cash payment of which has been deferred
until such time as management believes it has sufficient resources to fund these
obligations, although the Company may make payments against these obligations,
with the consent of Messrs. Mahoney and Meller and at the direction of the Board
of Directors, in the form of the company's Class A Common Stock and/or Class B
Common Stock

         CASH PROVIDED BY INVESTING ACTIVITIES. For the year ended December 31,
2005, the company used $435,539 in investing activities primarily for the
investment of $328,695 in Voyager One, Inc. and $106,844 for the purchase of
equipment and leasehold improvements related to the office relocation in May.
Investing activities for the year ended December 31, 2004 used $23,501. Of this
amount, $2,437 was received as a result of the acquisition of SWK, Inc, and
Business Tech Solutions Group, and was offset by the purchase of equipment
totaling $25,938.

         CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the year
ended December 31, 2005 provided a total of $1,852,330 in cash. This total
primarily consisted of $1,741,195 in note payable proceeds representing advances
under the equity line of credit and convertible debentures with Cornell Capital
Partners and an additional borrowing of $145,000 from a secured line of credit
with Bank of America. In addition, some of the new equipment purchases were
financed by the supplier for a total of $27,344. Financing activities in the
year ended December 31, 2004 provided a total of $1,384,624. This was primarily
made up of $1,478,672 in notes payable proceeds representing advances under the
equity line of credit with Cornell Capital Partners and $35,000 from the SWK
working capital loans. New equipment leases added another $14,102.

                                       31
<PAGE>

OFF BALANCE SHEET ARRANGEMENTS

         During fiscal 2005, we did not engage in any material off-balance sheet
activities or have any relationships or arrangements with unconsolidated
entities established for the purpose of facilitating off-balance sheet
arrangements or other contractually narrow or limited purposes. Further, we have
not guaranteed any obligations of unconsolidated entities nor do we have any
commitment or intent to provide additional funding to any such entities.

ITEM 7. FINANCIAL STATEMENTS.

         The financial statements and notes of this Form 10-KSB appear after the
signature page to this Form 10-KSB.

ITEM 8A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

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

CHANGES IN INTERNAL CONTROLS.

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

                                       32
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.


         The Company has three directors and one principal officer. Listed below
is certain information concerning individuals who currently serve as directors
and executive officers of the Company.

                                                            Period Served as
Name                    Age      Position                   Officer\Director
----                    ---      --------                   ----------------

Jerome R. Mahoney       45       Non-Executive              1-1-03 to present
                                 Chairman of
                                 the Board of
                                 Directors

Mark Meller             46       President, Chief           9-15-03 to present
                                 Executive Officer,
                                 Chief Financial
                                 Officer and Director

John C. Rudy            63       Director                   6-9-05 to present


         JEROME R. MAHONEY. Mr. Mahoney has been our Non-Executive Chairman of
the Board of Directors since January 1, 2003. Mr. Mahoney started at Executone
Information Systems, a telephone systems manufacturer, and was Director of
National Accounts from 1988 to 1989. In 1989, Mr. Mahoney founded Voice Express,
Inc., a New York company that sold voicemail systems and telephone system
service contracts and installed these systems. Mr. Mahoney sold Voice Express
Systems in 1993. From 1993 to 1997, Mr. Mahoney was President of IVS Corp., and
on December 17, 1997, he established International Voice Technologies, which was
merged with iVoice, Inc. on May 21, 1999. Since May 21, 1999, Mr. Mahoney has
served as President and CEO of iVoice, Inc., which was the parent of Trey
Resources before the spin-off in February 2004. Since August 2004, Mr. Mahoney
has served as Non-Executive Chairman of the Board of Directors of Deep Field
Technologies, Inc., iVoice Technology, Inc. and SpeechSwitch, Inc. Since
December 2004, Mr. Mahoney has served as Non-Executive Chairman of the Board of
Directors of MM2 Group, Inc. Mr. Mahoney received a B.A. in finance and
marketing from Fairleigh Dickinson University, Rutherford, N.J. in 1983.

         MARK MELLER. Mr. Meller has been the President, Chief Financial Office
and Director since September 15, 2003, and was further appointed Chief Executive
Officer on September 1, 2004. Since October 1, 2004, Mr. Meller has been the
President, Chief Executive Officer,

                                       33
<PAGE>

Chief Financial Officer and Director of Deep Field Technologies, Inc. Since
December 15, 2004, Mr. Meller has been the President, Chief Executive Officer,
Chief Financial Officer and Director of MM2 Group, Inc. Since August 29, 2005,
Mr. Meller has been the President, Chief Executive Officer and Chief Financial
Officer of iVoice Technology, Inc. Since 1988, Mr. Meller has been Chief
Executive Officer of Bristol Townsend & Co., Inc., a New Jersey based consulting
firm providing merger and acquisition advisory services to middle market
companies. From 1986 to 1988, Mr. Meller was Vice President of Corporate Finance
and General Counsel of Crown Capital Group, Inc, a New Jersey based consulting
firm providing advisory services for middle market leveraged buy-outs (LBO's).
Prior to 1986, Mr. Meller was a financial consultant and practiced law in New
York City. He is a member of the New York State Bar.

         JOHN C. RUDY. Mr. Rudy has been our outside Board Member since June 9,
2005 and is the Chairman of The Audit Committee. Mr. Rudy's financial and
business operations career spans more than 35 years and covers a broad spectrum
of industries. Since 1992, Mr. Rudy has been President of Beacon Consulting
Associates, a firm of business consultants and accountants, with the objective
of providing "big business" financial, marketing and business strategy skills to
middle market businesses. From 1990 through 1992, he headed Coopers & Lybrand's
Turnaround Services practice for the New York Metropolitan area. Prior to that,
he was a Principal in a leveraged buyout firm and served as Chief Financial
Officer of Plymouth Lampston Stores Corporation, a chain of women's
ready-to-wear stores and a chain of hard goods variety stores. Mr. Rudy holds an
MBA degree from Emory University in Atlanta, Georgia, and is a Certified Public
Accountant in New York State.

            There are no agreements or understandings for the officer or
directors to resign at the request of another person and the above-named
officers and director is not acting on behalf of nor will act at the direction
of any other person. As of the fiscal year ended December 31, 2005, the Company
has an audit committee in place and has one non-executive member of the Board of
Directors and one independent member of the Board of Directors.

            For the year ended December 31, 2005, the Board held one meeting. In
addition, the Board acted through written unanimous consent in lieu of a meeting
on twenty-four occasions.

AUDIT COMMITTEE

         During 2005, Messrs. Mahoney and Rudy served on the Audit Committee.
The Audit Committee currently consists of Messrs. Mahoney and Rudy, with Mr.
Rudy serving as the Chairman of the committee. The Audit Committee has one
independent members and one member that may deemed a financial expert as defined
in ss.228.401(e) of the regulations promulgated by the SEC pursuant to the
Securities Exchange Act of 1934, as amended. Management is responsible for the
Company's internal controls and the financial reporting process. The independent
auditors are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with generally accepted
accounting principles and to issue a report thereon and as to management's
assessment of the effectiveness of internal controls over financial reporting.
The Audit Committee's responsibility is to monitor and oversee these processes,
although the members of the Audit Committee are not engaged in the practice

                                       34
<PAGE>

of auditing. The Audit Committee met once in 2005. The Board of Directors
approved an Audit Committee Charter on March 23, 2006. As of this date, the
Audit Committee operates pursuant to this Audit Committee Charter.

AUDIT COMMITTEE REPORT

The following is the Audit Committee's report submitted to the Board of
Directors for the fiscal year ended December 31, 2005. The Audit Committee has:

     o   reviewed and discussed the Company's audited financial statements with
         management and Bagell, Josephs, Levine & Company, L.L.C.,, the
         Company's independent accountants;
     o   discussed with Bagell, Josephs, Levine & Company, L.L.C. the matters
         required to be discussed by Statement on Auditing Standards No. 61, as
         may be modified or supplemented; and
     o   received from Bagell, Josephs, Levine & Company, L.L.C. the written
         disclosures and the letter regarding their independence as required by
         Independence Standards Board Standard No. 1, as may be modified or
         supplemented, and discussed the auditors' independence with them.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2005, for filing with the Securities and Exchange Commission.

                           AUDIT COMMITTEE
                           John C. Rudy, DIRECTOR
                           Jerome Mahoney, NON-EXECUTIVE CHAIRMAN OF THE BOARD

THE AUDIT COMMITTEE REPORT SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY
GENERAL STATEMENT INCORPORATING BY REFERENCE THIS ANNUAL REPORT ON FORM 10-KSB
INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER
THESE ACTS.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

         No person who was a director, officer, beneficial owner of more than
ten percent of any class of equity securities of the registrant registered
pursuant to section 12 ("Reporting Person") failed to file on a timely basis the
necessary reports, on Forms 3, 4, or 5, as required by section 16(a) of the
Exchange Act during the most recent fiscal year or prior fiscal years.

                                       35
<PAGE>

CODE OF ETHICS.

         The Company has adopted a Code of Ethics for adherence by its Chief
Executive Officer, Chief Financial Officer, Chief Accounting Officer and
Controller to ensure honest and ethical conduct; full, fair and proper
disclosure of financial information in the Company's periodic reports filed
pursuant to the Securities Exchange Act of 1934; and compliance with applicable
laws, rules, and regulations. Any person may obtain a copy of our Code of Ethics
by mailing a request to the Company at the address appearing on the front page
of this Annual Report on Form 10-KSB.

ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth compensation information for services
rendered by certain of our executive officers in all capacities during the last
three completed fiscal years. The following information includes the dollar
value of base salaries, bonus awards, the number of stock options granted, and
certain other compensation, if any, whether paid or deferred.

                           SUMMARY COMPENSATION TABLE
<TABLE><CAPTION>
                                                                                   Securities
                                                         Other Annual   Restricted Underlying     All Other
Name and Position(s)       Year    Salary($)  Bonus(2)   Compensation     Stock      Options    Compensation
--------------------       ----    ---------  --------   ------------     -----      -------    ------------
<S>                        <C>     <C>        <C>        <C>              <C>        <C>        <C>
Jerome R. Mahoney
   Non-Executive           2005    $217,800      $0           $0           $0          $0            $0
   Chairman of the         2004    $181,583   $350,000        $0           $0          $0            $0
   Board Of Directors      2003    $180,000      $0           $0           $0          $0            $0

Mark Meller (1)            2005    $203,775      $0           $0           $0          $0            $0
   President, Chief        2004    $279,617   $464,800        $0           $0          $0            $0
   Executive Officer,      2003       $0         $0           $0           $0          $0            $0
   Chief Financial
   Officer
   and Director

John C. Rudy               2005     $7,385       $0           $0           $0          $0            $0
   Director
</TABLE>

(1)      Mr. Meller has been serving as our President, Chief Financial Officer
         and Director since September 15, 2003. Mr. Meller did not draw a salary
         in 2003. In 2004, Mr. Meller received, pursuant to his employment
         agreement, a retro-active salary adjustment back to August 1, 2003 in
         the amount of $147,534. In addition, the Board of Directors declared a
         cash bonus for Mr. Meller's benefit in the amount of $114,800.

(2)      Mr. Mahoney and Mr. Meller both received a one-time payment of $350,000
         upon the successful completion of the spin-off from its former parent
         company, iVoice Inc.,

                                       36
<PAGE>

DIRECTOR COMPENSATION

         Effective May 20, 2005, Mr. Rudy will receive $3,000 per quarter in
cash and/or Trey stock for his services. Prior to this date, we did not have any
arrangements to provide compensation to our outside directors. During the fiscal
years ended December 31, 2004 and 2003, we did not compensate any of our outside
directors.

EMPLOYMENT CONTRACTS

         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 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, and compensation retroactive to August 1, 2003, at
the annual rate dictated by the terms of the employment agreement, as a result
of Trey Resources acquiring SWK, Inc. on June 2, 2004. This retroactive
compensation is equal to $147,534. 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 for the successful completion of the
spin-off, plus any accrued but as yet unpaid salary, bonus, or benefits, 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.

                                       37
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following tables set forth certain information regarding the
beneficial ownership of our voting securities as of March 24, 2006 of (i) each
person known to us to beneficially own more than 5% of the applicable class of
voting securities, (ii) our directors, (iii) and each named executive officer
and (iv) all directors and executive officers as a group. As of March 24, 2006
there were a total of 128,939,126 shares of Class A common stock outstanding.
Each share of Class A common stock and Class B common stock is entitled to one
vote on matters on which holders of common stock are eligible to vote. The
column entitled "Percentage of Total Voting Stock" shows the percentage of total
voting stock beneficially owned by each listed party.

         The number of shares beneficially owned is determined under rules
promulgated by the Securities and Exchange Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
those rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days of March 24, 2006,
through the exercise or conversion of any stock option, convertible security,
warrant or other right. Unless otherwise indicated, each person or entity named
in the table has sole voting power and investment power (or shares that power
with that person's spouse) with respect to all shares of capital stock listed as
owned by that person or entity.












                                       38
<PAGE>

                            Ownership of Common Stock
<TABLE><CAPTION>
                                                                                   COMMON STOCK
                                                                                BENEFICIALLY OWNED
NAME/ADDRESS                                    TITLE OF CLASS               NUMBER           PERCENT
------------                                    --------------               ------           -------
<S>                                             <C>                          <C>              <C>
Jerome R. Mahoney (Chairman)                    Class A Common Stock       181,146,836 (1)     58.4%
c/o Trey Resources, Inc.
5 Regent Street, Suite 520
Livingston, New Jersey  07039

Mark Meller (President)                         Class A Common Stock       107,176,574 (2)     45.4%
c/o Trey Resources, Inc.
5 Regent Street, Suite 520
Livingston, New Jersey  07039

John C. Rudy (Director)                         Class A Common Stock           --               0.0%
c/o Beacon Consulting Associates
245 Main Street, Suite 2N
Matawan, New Jersey 07747

Directors and executive officer as a group      Class A Common Stock       288,323,410         69.1%
</TABLE>
____________________________________

(1)  Includes a) 143,632,705 shares of our Class A common stock issuable upon
     conversion of $660,710 due to related party accounts with Mr. Mahoney and
     (b) 37,514,130 shares of our Class A common stock issuable upon conversion
     of a promissory note assumed on February 11, 2004. These figures assume
     that Class B Common Stock is issued to satisfy these obligations, and such
     Class B Common Stock shares are subsequently converted to shares of Class A
     Common Stock. Note balance of $172,565 includes principle and interest
     through 3/24/06. Pursuant to such promissory note, Mr. Mahoney may, at any
     time, convert amounts owed to him for monies loaned thereunder and interest
     thereon into (i) one share of our Class B common stock for each dollar
     owed, (ii) the number of shares of our Class A common stock calculated by
     dividing (x) the sum of the amount being prepaid by (y) 50% of the lowest
     issue price of shares of our Class A common stock since the first advance
     of funds under such note, or (iii) payment of the principal of the note,
     before any repayment of interest.
(2)  Includes 107,176,574 shares of our Class A common stock issuable upon
     conversion of $493,012 due to related party accounts with Mr. Meller. These
     figures assume that Class B Common Stock is issued to satisfy these
     obligations, and such Class B Common Stock shares are subsequently
     converted to shares of Class A Common Stock. Pursuant to an agreement
     between the Company and Mr. Meller, Mr. Meller may, at any time, convert
     amounts owed to him for monies thereon into (i) one share of our Class B
     common stock for each dollar owed, (ii) the number of shares of our Class A
     common stock calculated by dividing (x) the sum of the amount being prepaid
     by (y) 50% of the lowest issue price of shares of our Class A common stock
     since the first advance of funds under such amounts due.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         During the year ended December 31, 2004, and as subsequently amended,
the Company adopted the Stock Option Plan (the "Plan") in order to attract and
retain qualified employees, directors, independent contractors or agents of Trey
Resources, Inc. Under the Plan, the Board of Directors (the "Board"), in its
discretion may grant stock options (either incentive or non-qualified stock
options) to employees, directors, independent contractors or agents to purchase
the Company's common stock at no less than 85% of the market price on the date
the option is granted. Options generally vest over four years and have a maximum
term of ten years. As of December 31, 2005, there were 75,000 options and
warrants to purchase 7,000,000 shares of Class A common stock outstanding. None
of these options or warrants was exercised during 2005.

                                       39
<PAGE>

         The following table sets forth information as of December 31, 2005 with
respect to compensation plans (including individual compensation arrangements)
under which our common shares are authorized for issuance, aggregated as
follows:

       ALL COMPENSATION PLANS PREVIOUSLY APPROVED BY SECURITY HOLDERS; AND
       ALL COMPENSATION PLANS NOT PREVIOUSLY APPROVED BY SECURITY HOLDERS

<TABLE><CAPTION>
                               Number of securities to be   Weighted average exercise
                                 issued upon exercise of       price of outstanding        Number of securities
                                  outstanding options,        options, warrants and       remaining available for
        Plan category              warrants and rights                rights                  future issuance
                                           (a)                         (b)                          (c)
-----------------------------------------------------------------------------------------------------------------
<S>                                         <C>                       <C>                            <C>
Equity compensation plans                   0                         $0.00                          0
approved by security holders

Equity compensation plans
not approved by security
holders.                            7,075,000 (1,2,3)                 $0.024                   8,059,405(4)

Total                                   7,075,000                     $0.024                     8,059,405
</TABLE>

(1)  Consists of options to purchase 75,000 Class A common shares of Trey
     Resources, Inc. issued to unrelated third parties for contractual services
     and fees related to investor relations transactions of the Company. These
     options have an exercise price of $0.07 per share. These options will
     expire on July 31, 2014.

(2)  Consists of warrants to purchase 3,000,000 Class A common shares of Trey
     Resources, Inc. issued to unrelated third parties for professional
     consulting services to the Company. These warrants have an exercise price
     of $0.015 per share. These warrants will expire on July 11, 2012.

(3)  Consists of warrants to purchase 4,000,000 Class A common shares of Trey
     Resources, Inc. issued to Cornell Capital Partners as additional
     consideration for funding the $200,000 Secured Convertible Debenture of
     this same date. These warrants have an exercise price of $0.03 per share.
     These warrants will expire on August 31, 2008.

(4)  Represents the balance of shares authorized and unissued under the 2004
     Stock Incentive Plan.

                                       40
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

RELATED PARTY NOTES AND ACCOUNTS DUE

         In connection with the assumption of assets and liabilities by Trey
from iVoice, Trey assumed from iVoice immediately prior to the effectiveness of
the registration statement relating to the Spin-Off $250,000 of outstanding
indebtedness from iVoice to Jerry Mahoney. The debt is subject to a promissory
note having substantially the same terms as the note from iVoice to Mr. Mahoney.
Trey, upon the effectiveness of the registration statement relating to the
Spin-Off, issued a promissory note in the amount of $250,000 payable to Mr.
Mahoney at the rate of 9.5% per annum on the unpaid balance until paid or until
default. Interest payments are due and payable annually. Mr. Mahoney may, at his
sole discretion, convert the $250,000 note (including accrued interest) into
Class B Common Stock of Trey at the rate of one dollar per share. The Class B
Common Stock is convertible at any time into Class A Common Stock at a rate
equal to 50% of the lowest price that Trey issues shares of Class A Common Stock
subsequent to the date of the note.

         See "Employment Agreements", Item 10. Executive Compensation.

         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 December 31, 2005, the outstanding
balance to Mr. Berman was $17,024.

         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 December 31, 2005, the outstanding
balance to Ms. Berman was $17,024.

ADMINISTRATIVE SERVICE AGREEMENTS

         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

                                       41
<PAGE>

administrative services agreement, Trey Resources has agreed to pay iVoice an
annual fee of $95,000.

         On May 16, 2005, iVoice, Inc terminated its administrative services
agreement with the Company and iVoice agreed to accept the assignment of 10
million shares of Laser Energetics Class A Common Stock as settlement of all
Administrative Fees owed by the Company. The value of the exchanged securities
was determined to be $64,891.

ITEM 13. EXHIBITS

(A)      EXHIBITS

No.      Description
---      -----------

3.1      Second Amended Certificate of incorporation of Trey Resources, Inc.,
         filed September 5, 2003 (incorporated herein by reference to Exhibit
         3.1 of the registration statement on Form SB-2, filed with the SEC on
         November 25, 2003).

3.2      By-laws of iVoice, Inc., a New Jersey corporation, incorporated herein
         by reference to Exhibit 3.2 of the Registrant's Form 10-QSB for the
         period ended March 31, 2003. iVoice Acquisition 1, Inc. 5% Convertible
         Debenture due March 20, 2005

10.1     Employment Agreement, dated January 1, 2003, between iVoice Acquisition
         1, Inc. and Jerome Mahoney. (incorporated herein by reference to
         Exhibit 10.8 of the Registration Statement on Form SB-2 filed on
         November 25, 2003).

10.2     Employment Agreement, dated September 15, 2003, between Trey Resources,
         Inc. and Mark Meller. (incorporated herein by reference to Exhibit 10.8
         of the Registration Statement on Form SB-2 filed on November 25, 2003).

10.3     Equity Line of Credit Agreement dated January 24, 2003 between Cornell
         Capital Partners, LP, and iVoice Acquisition 1, Inc. (incorporated
         herein by reference to Exhibit 10.1 of the Quarterly Report on Form
         10-Q for the quarterly period ended March 31, 2003, filed with the SEC
         on May 12, 2003)

10.4     Registration Rights Agreement dated January 24, 2003 between Cornell
         Capital Partners, LP, and iVoice Acquisition 1, Inc. (incorporated
         herein by reference to Exhibit 10.2 of the Quarterly Report on Form
         10-Q for the quarterly period ended March 31, 2003, filed with the SEC
         on May 12, 2003).

10.5     Stock Purchase Agreement dated January 24, 2003 between iVoice
         Acquisition 1, Inc. and listed Buyers (incorporated herein by reference
         to Exhibit 10.3 of the Quarterly Report on Form 10-Q for the quarterly
         period ended March 31, 2003, filed with the SEC on May 12, 2003).

10.6     Placement Agreement dated January 24, 2003 between iVoice Acquisition
         1, Inc. and Cornell Capital Partners LP. (incorporated herein by
         reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q for the
         quarterly period ended March 31, 2003, filed with the SEC on May 12,
         2003).

10.7*    Termination Agreement dated December 30, 2005 between Cornell Capital
         Partners, LP and Trey Resources, Inc.

                                       42
<PAGE>

10.8*    Escrow Agreement dated December 30, 2005 between David Gonzalez, Esq.
         And Trey Resources, Inc.

10.9*    Securities Purchase Agreement dated December 30, 2005 between Cornell
         Capital Partners, LP and Trey Resources, Inc.

10.10*   Investor Registration Rights Agreement dated December 30, 2005 between
         Cornell Capital Partners, LP and Trey Resources, Inc.

10.11*   Amended and Restated Security Agreement dated December 30, 2005 between
         Cornell Capital Partners, LP and Trey Resources, Inc.

10.12    iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Elma S. Foin (incorporated herein by reference to Exhibit 4.2
         of the registration statement on Form SB-2, filed with the SEC on
         December 22, 2003).

10.13    iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Darryl A. Moy (incorporated herein by reference to Exhibit
         4.2 of the registration statement on Form SB-2, filed with the SEC on
         December 22, 2003).

10.14    iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Henry Tyler (incorporated herein by reference to Exhibit 4.2
         of the registration statement on Form SB-2, filed with the SEC on
         December 22, 2003).

10.15*   Trey Resources, Inc. 7.5% Secured Convertible Debenture, for a value of
         $600,000, due December 30, 2007 to Cornell Capital Partners, LP. Trey
         Resources, Inc.

10.16*   7.5% Secured Convertible Debenture, for a value of $1,159,047, due
         December 30, 2007 to Cornell Capital Partners, LP.

10.17    Trey Resources, Inc. 2004 Stock Incentive Plan incorporated herein by
         reference to Exhibit 10.1 to the Form S-8 filed on September 30, 2004.

10.18    Trey Resources, Inc. 2004 Directors' and Officers' Stock Incentive Plan
         incorporated herein by reference to Exhibit 10.2 to the Form S-8 filed
         on September 30, 2004.

14.1     Code of Ethics incorporated by reference to Exhibit 14.1 filed with the
         Registrant's Form 10-KSB for the fiscal year ended December 31, 2003.

31.1*    Certification of Chief Executive Officer 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 filed herein.

32.1*    Certification of Chief Executive Officer 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 filed herein.

____________________________________

   * Filed herewith

                                       43
<PAGE>

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The following table sets forth fees billed to the Company by the
Company's independent auditors for the year ended December 31, 2004 and December
31, 2003 for (i) services rendered for the audit of the Company's annual
financial statements and the review of the Company's quarterly financial
statements, (ii) services rendered that are reasonably related to the
performance of the audit or review of the Company's financial statements that
are not reported as Audit Fees, and (iii) services rendered in connection with
tax preparation, compliance, advice and assistance.

           SERVICES                          2005                 2004
           --------                          ----                 ----
           Audit Fees                      $21,000              $20,750

           Audit - Related Fees               -                    -

           Tax fees                         $4,925               $2,000

           All Other Fees                  $16,188                 -

           Total                           $42,113              $22,750

          Prior to engaging our accountants to perform a particular service, our
Audit Committee obtains an estimate for the service to be performed. All of the
services described above were approved by the Audit Committee in accordance with
its procedures.





                                       44
<PAGE>

SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report on Form 10-KSB to be signed on its behalf by the
undersigned, thereunto duly authorized.


Trey Resources, Inc..

By:      /s/ MARK MELLER                                          March 30, 2006
         ----------------------------
         Mark Meller
         President, Chief Executive Officer,
         Chief Financial Officer and Director


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                                          March 30, 2006
         ----------------------------
         Mark Meller
         President, Chief Executive Officer,
         Chief Financial Officer and Director


By:      /s/ Jerome R. Mahoney                                    March 30, 2006
         ----------------------------
         Jerome R. Mahoney
         Non-executive Chairman of the Board


By:      /s/ John C. Rudy                                         March 30, 2006
         ----------------------------
         John C. Rudy
         Director




                                       45
<PAGE>

                                INDEX OF EXHIBITS



3.1      Second Amended Certificate of incorporation of Trey Resources, Inc.,
         filed September 5, 2003 (incorporated herein by reference to Exhibit
         3.1 of the registration statement on Form SB-2, filed with the SEC on
         November 25, 2003).

3.2      By-laws of iVoice, Inc., a New Jersey corporation, incorporated herein
         by reference to Exhibit 3.2 of the Registrant's Form 10-QSB for the
         period ended March 31, 2003. iVoice Acquisition 1, Inc. 5% Convertible
         Debenture due March 20, 2005

10.1     Employment Agreement, dated January 1, 2003, between iVoice Acquisition
         1, Inc. and Jerome Mahoney. (incorporated herein by reference to
         Exhibit 10.8 of the Registration Statement on Form SB-2 filed on
         November 25, 2003).

10.2     Employment Agreement, dated September 15, 2003, between Trey Resources,
         Inc. and Mark Meller. (incorporated herein by reference to Exhibit 10.8
         of the Registration Statement on Form SB-2 filed on November 25, 2003).

10.3     Equity Line of Credit Agreement dated January 24, 2003 between Cornell
         Capital Partners, LP, and iVoice Acquisition 1, Inc. (incorporated
         herein by reference to Exhibit 10.1 of the Quarterly Report on Form
         10-Q for the quarterly period ended March 31, 2003, filed with the SEC
         on May 12, 2003)

10.4     Registration Rights Agreement dated January 24, 2003 between Cornell
         Capital Partners, LP, and iVoice Acquisition 1, Inc. (incorporated
         herein by reference to Exhibit 10.2 of the Quarterly Report on Form
         10-Q for the quarterly period ended March 31, 2003, filed with the SEC
         on May 12, 2003).

10.5     Stock Purchase Agreement dated January 24, 2003 between iVoice
         Acquisition 1, Inc. and listed Buyers (incorporated herein by reference
         to Exhibit 10.3 of the Quarterly Report on Form 10-Q for the quarterly
         period ended March 31, 2003, filed with the SEC on May 12, 2003).

10.6     Placement Agreement dated January 24, 2003 between iVoice Acquisition
         1, Inc. and Cornell Capital Partners LP. (incorporated herein by
         reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q for the
         quarterly period ended March 31, 2003, filed with the SEC on May 12,
         2003).

10.7*    Termination Agreement dated December 30, 2005 between Cornell Capital
         Partners, LP and Trey Resources, Inc.

                                       46
<PAGE>

10.8*    Escrow Agreement dated December 30, 2005 between David Gonzalez, Esq.
         And Trey Resources, Inc.

10.9*    Securities Purchase Agreement dated December 30, 2005 between Cornell
         Capital Partners, LP and Trey Resources, Inc.

10.10*   Investor Registration Rights Agreement dated December 30, 2005 between
         Cornell Capital Partners, LP and Trey Resources, Inc.

10.11*   Amended and Restated Security Agreement dated December 30, 2005 between
         Cornell Capital Partners, LP and Trey Resources, Inc.

10.12    iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Elma S. Foin (incorporated herein by reference to Exhibit 4.2
         of the registration statement on Form SB-2, filed with the SEC on
         December 22, 2003).

10.13    iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Darryl A. Moy (incorporated herein by reference to Exhibit
         4.2 of the registration statement on Form SB-2, filed with the SEC on
         December 22, 2003).

10.14    iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Henry Tyler (incorporated herein by reference to Exhibit 4.2
         of the registration statement on Form SB-2, filed with the SEC on
         December 22, 2003).

10.15*   Trey Resources, Inc. 7.5% Secured Convertible Debenture, for a value of
         $600,000, due December 30, 2007 to Cornell Capital Partners, LP. Trey
         Resources, Inc.

10.16*   7.5% Secured Convertible Debenture, for a value of $1,159,047, due
         December 30, 2007 to Cornell Capital Partners, LP.

10.17    Trey Resources, Inc. 2004 Stock Incentive Plan incorporated herein by
         reference to Exhibit 10.1 to the Form S-8 filed on September 30, 2004.

10.18    Trey Resources, Inc. 2004 Directors' and Officers' Stock Incentive Plan
         incorporated herein by reference to Exhibit 10.2 to the Form S-8 filed
         on September 30, 2004.

14.1     Code of Ethics incorporated by reference to Exhibit 14.1 filed with the
         Registrant's Form 10-KSB for the fiscal year ended December 31, 2003.

31.1*    Certification of Chief Executive Officer 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 filed herein.

32.1*    Certification of Chief Executive Officer 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 filed herein.

____________________________________

   *  Filed herewith



                                       47
<PAGE>












                              TREY RESOURCES, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2005 AND 2004
<PAGE>


                              TREY RESOURCES, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                                    CONTENTS
                                    --------




                                                                           Page
                                                                           ----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                    2

CONSOLIDATED FINANCIAL STATEMENTS

         Balance Sheets                                                    3-4

         Statements of Operations                                          5

         Statements of Stockholders' Equity (Deficiency)                   6-7

         Statement of Accumulated Other Comprehensive Income (Loss)        8

         Statements of Cash Flows                                          9-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                 13-38
<PAGE>

                     BAGELL, JOSEPHS, LEVINE & COMPANY, LLC
                200 HADDONFIELD BERLIN ROAD, GIBBSBORO, NJ 08026
                       TEL: 856.346.2628 FAX: 856.346.2882


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS' OF
TREY RESOURCES, INC.
Livingston, New Jersey

We have audited the accompanying consolidated balance sheet of Trey Resources,
Inc. and Subsidiaries as of December 31, 2005 and 2004, and the related
consolidated statements of operations, stockholders' equity (deficiency),
accumulated other comprehensive income (loss) and cash flows for the years then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with standards established by the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Trey Resources, Inc.
and Subsidiaries as of December 31, 2005 and December 31, 2004, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements for December 31, 2005 have
been prepared assuming the Company will continue as a going concern. As
discussed in Note 14 to the consolidated financial statements, the Company has
incurred substantial accumulated deficits and operating losses. These issues
lead to substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regards to these matters are also discussed in
Note 14. The consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.


                                       Bagell, Josephs, Levine & Company, LLC
Gibbsboro, New Jersey
March 27, 2005


                                       2
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------

<TABLE><CAPTION>
                                                                                            December 31,
                                                                                   ------------------------------
                                                                                       2005              2004
                                                                                   ------------      ------------
<S>                                                                                <C>               <C>
CURRENT ASSETS
  Cash and cash equivalents                                                        $  1,016,993      $    346,635
  Securities available for sale                                                            --              50,000
  Convertible debentures receivable, net of allowance
    for doubtful accounts of $259,699 and $252,199                                      343,914              --
  Accounts receivable, net of allowance for
   doubtful accounts of $30,300 and $30,300                                             401,027           273,086
  Inventory                                                                              45,617              --
  Prepaid expenses and other current assets                                             138,467            37,751
                                                                                   ------------      ------------

      Total current assets                                                            1,946,018           707,472
                                                                                   ------------      ------------

PROPERTY AND EQUIPMENT, NET                                                             157,016            92,834
                                                                                   ------------      ------------

OTHER ASSETS
  Goodwill, net                                                                         700,940         1,062,040
  Deposits and other assets                                                              36,818            40,474
                                                                                   ------------      ------------

      Total other assets                                                                737,758         1,102,514
                                                                                   ------------      ------------

TOTAL ASSETS                                                                       $  2,840,792      $  1,902,820
                                                                                   ============      ============
</TABLE>

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

                                        3
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (Continued)

                   LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)
                   ------------------------------------------

<TABLE><CAPTION>
                                                                                            December 31,
                                                                                   ------------------------------
                                                                                       2005              2004
                                                                                   ------------      ------------
<S>                                                                                <C>               <C>
CURRENT LIABILITIES
   Accounts payable and accrued expenses                                           $  1,043,679      $    632,591
   Due to related parties                                                             1,302,715         1,388,064
   Current portion of obligations under capital leases                                   32,222            17,223
   Convertible debentures payable                                                        15,000            17,469
   Line of Credit                                                                       145,000              --
   Notes payable                                                                           --             703,357
   Notes payable to related parties                                                     284,048           314,417
   Deferred revenue                                                                      23,754            12,099
                                                                                   ------------      ------------

    Total current liabilities                                                         2,846,418         3,085,220

LONG TERM DEBT
   Convertible debentures payable, net of discounts                                      57,017              --
    Derivative liability                                                              1,702,030              --
   Obligations under capital leases, net of current portion                               8,328            19,131
                                                                                   ------------      ------------

    Total liabilities                                                                 4,613,793         3,104,351
                                                                                   ------------      ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' (DEFICIENCY)
   Preferred stock, $1.00 par value; authorized 1,000,000 shares;
       no shares issued and outstanding                                                    --                --
   Common stock, Class A:
       2005 - par value $.00001; Authorized 10,000,000,000,
           114,950,388 shares issued and outstanding
       2004 - par value $.00001; Authorized 10,000,000,000,
           29,645,284 shares issued, 28,719,358 shares outstanding                        1,149               287
       Common stock Class B - par value $.00001; authorized 50,000,000 shares;
       no shares issued and  outstanding                                                   --                --
   Common stock Class C - par value $.00001; authorized 20,000,000 shares;
       no shares issued and  outstanding                                                   --                --
   Additional paid in capital                                                         3,541,929         1,916,320
   Additional paid in capital - warrants                                                165,953             5,250
   Accumulated comprehensive loss                                                          --             (50,000)
   Accumulated deficit                                                               (5,482,032)       (3,073,388)
                                                                                   ------------      ------------

    Total stockholders' (deficiency)                                                 (1,773,001)       (1,201,531)
                                                                                   ------------      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                            $  2,840,792      $  1,902,820
                                                                                   ============      ============
</TABLE>
         The accompanying notes are an integral part of the consolidated
                              financial statements.

                                        4
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE><CAPTION>
                                                                                        For the Years Ended
                                                                                            December 31,
                                                                                   ------------------------------
                                                                                       2005              2004
                                                                                   ------------      ------------
<S>                                                                                <C>               <C>
SALES, NET                                                                         $  4,180,075      $  1,703,281

COST OF SALES                                                                         2,724,406         1,004,645
                                                                                   ------------      ------------

GROSS PROFIT (LOSS)                                                                   1,455,669           698,636
                                                                                   ------------      ------------
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES
    Selling expenses                                                                    736,038           263,735
    General and administrative expenses                                               2,172,942         2,386,539
    Depreciation and amortization                                                        48,777            15,922
    Impairment of goodwill                                                              361,100              --
                                                                                   ------------      ------------

       Total selling, general and administrative expenses                             3,318,857         2,666,196
                                                                                   ------------      ------------

LOSS FROM OPERATIONS                                                                 (1,863,188)       (1,976,560)
                                                                                   ------------      ------------
OTHER INCOME (EXPENSE)
    Sale of assets, net of provision for bad debt                                          --             100,000
    Sale of operating losses                                                            191,497              --
     Other income , net                                                                   3,602              --
    Amortization of discounts on debt conversion                                       (326,093)         (155,245)
    Write off of financing costs                                                       (284,255)         (202,250)
    Interest expense                                                                   (130,207)         (165,650)
                                                                                   ------------      ------------
       Total other expense                                                             (545,456)         (423,145)
                                                                                   ------------      ------------

LOSS BEFORE INCOME TAXES                                                             (2,408,644)       (2,390,705)

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

NET LOSS                                                                           $ (2,408,644)     $ (2,390,705)
                                                                                   ============      ============

NET LOSS PER COMMON SHARE
       Basic                                                                       $       (.04)     $       (.21)
                                                                                   ============      ============
       Diluted                                                                     $       (.04)     $       (.21)
                                                                                   ============      ============
WEIGHTED AVERAGE SHARES OUTSTANDING
       Basic                                                                         67,696,946        11,320,556
                                                                                   ============      ============
       Diluted                                                                       67,696,946        11,320,556
                                                                                   ============      ============
</TABLE>
         The accompanying notes are an integral part of the consolidated
                              financial statements.

                                        5
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIENCY)
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
<TABLE><CAPTION>

                                                                Additional         Net
                                     Common Stock Class A         Paid in       Investment
                                    Shares          Amount        Capital       IVoice, Inc
                                 ------------    ------------   ------------    ------------
<S>                              <C>             <C>            <C>             <C>
Balance at January 1, 2004                100    $          1   $     35,099    $    135,187

30,000:1 stock split and
  spin off from iVoice, Inc         2,907,248              28            (28)       (135,187)

Issuance of stock on equity
  line conversion                  15,127,179             152        846,182            --

Issuance of stock on accrued
  salary conversion                 2,400,000              24        122,376            --

Issuance of stock on debenture
  conversion                        2,444,177              24        162,649            --

Issuance of stock on debt
  conversion                          212,766               2          9,998            --

Issuance of stock for
  acquisitions                      3,398,149              34        584,966            --

Issuance of stock for
  compensation and services         2,239,815              22        155,078            --

Stock options and warrants
  granted                                --              --             --              --

Cancellation of certificates          (10,076)           --             --              --


Net loss for the year ended
  December 31, 2004                      --              --             --              --
                                 ------------    ------------   ------------    ------------

Balance at December 31, 2004       28,719,358    $        287   $  1,916,320    $       --
                                 ============    ============   ============    ============

                                  Additional                                       Total
                                   Paid in      Accumulated                     Stockholders'
                                   Capital -   Comprehensive    Accumulated        Equity
                                   Warrants         Loss           Deficit      (Deficiency)
                                 ------------   ------------    ------------    ------------

Balance at January 1, 2004       $       --     $       --      $   (500,620)   $   (330,333)

30,000:1 stock split and
  spin off from iVoice, Inc              --             --          (182,063)       (317,250)

Issuance of stock on equity
  line conversion                        --             --              --           846,334

Issuance of stock on accrued
  salary conversion                      --             --              --           122,400

Issuance of stock on debenture
  conversion                             --             --              --           162,673

Issuance of stock on debt
  conversion                             --             --              --            10,000

Issuance of stock for
  acquisitions                           --             --              --           585,000

Issuance of stock for
  compensation and services              --             --              --           155,100

Stock options and warrants
  granted                               5,250           --              --             5,250

Cancellation of certificates             --             --              --              --


Net loss for the year ended
  December 31, 2004                      --          (50,000)     (2,390,705)     (2,440,705)
                                 ------------   ------------    ------------    ------------

Balance at December 31, 2004     $      5,250   $    (50,000)   $ (3,073,388)   $ (1,201,531)
                                 ============   ============    ============    ============
</TABLE>
         The accompanying notes are an integral part of the consolidated
                              financial statements.

                                        6
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIENCY) (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
<TABLE><CAPTION>

                                                                Additional         Net
                                     Common Stock Class A         Paid in       Investment
                                    Shares          Amount        Capital       IVoice, Inc
                                 ------------    ------------   ------------    ------------
<S>                              <C>             <C>            <C>             <C>
Balance at January 1, 2005         28,719,358    $        287   $  1,916,320    $       --

Issuance of warrants for
  services provided                      --              --             --              --

Issuance of stock on equity
  line conversion                  58,115,498             581        943,195            --

Issuance of stock on interest
  conversion                        4,290,113              43         84,696            --

Issuance of stock on accrued
salary conversion                  11,662,792             116        317,786            --

Issuance of stock on debt
  conversion                        2,494,016              25         76,687            --

Issuance of stock for
  compensation and services         9,668,611              97        203,245            --


Net loss for the year ended
  December 31, 2005                      --              --             --              --
                                 ------------    ------------   ------------    ------------

Balance at December 31, 2005      114,950,388    $      1,149   $  3,541,929    $       --
                                 ============    ============   ============    ============

                                  Additional                                       Total
                                   Paid in      Accumulated                     Stockholders'
                                   Capital -   Comprehensive    Accumulated        Equity
                                   Warrants         Loss           Deficit      (Deficiency)
                                 ------------   ------------    ------------    ------------

Balance at January 1, 2005       $      5,250    $    (50,000)    (3,073,388)   $ (1,201,531)

Issuance of warrants for
  services provided                   160,703            --             --           160,703

Issuance of stock on equity
  line conversion                        --              --             --           943,776

Issuance of stock on interest
  conversion                             --              --             --            84,739

Issuance of stock on accrued
salary conversion                        --              --             --           317,902

Issuance of stock on debt
  conversion                             --              --             --            76,712

Issuance of stock for
  compensation and services              --              --             --           203,342


Net loss for the year ended
  December 31, 2005                      --            50,000     (2,408,644)     (2,358,644)
                                 ------------   ------------    ------------    ------------

Balance at December 31, 2005     $    165,953    $       --     $ (5,482,032)   $ (1,773,001)
                                 ============   ============    ============    ============
</TABLE>
         The accompanying notes are an integral part of the consolidated
                              financial statements.

                                        7
<PAGE>

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


                                                                   Comprehensive
                                                                   Income (Loss)
                                                                    ----------
Balance at January 1, 2004                                          $     --

Unrealized loss on securities available for sale                       (50,000)
                                                                    ----------
Balance at December 31, 2004                                           (50,000)

Recapture unrealized loss on securities available for sale              50,000
                                                                    ----------
Balance at December 31, 2005                                        $     --
                                                                    ==========
















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

                                        8
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE><CAPTION>
                                                                                        For the Years Ended
                                                                                            December 31,
                                                                                   ------------------------------
                                                                                       2005              2004
                                                                                   ------------      ------------
<S>                                                                                <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net loss                                                                        $ (2,408,644)     $ (2,390,705)
   Adjustments to reconcile net loss to net cash (used in) operating activities:
        Net loss on conversion of securities available for sale                          35,109              --
      Depreciation                                                                       42,662            13,820
      Amortization of other intangibles                                                   6,115             2,102
      Amortization of software licenses                                                    --               9,000
      Amortization of debt conversion discounts                                         326,093           155,245
      Impairment of goodwill                                                            361,100              --
      Common stock issued for compensation and services                                 203,342           155,100
      Common stock issued for debt conversion                                            25,636              --
      Common stock issued for interest charges                                           80,614             9,162
      Equity recorded for stock options granted                                         160,703             5,250
      Deferred interest income on convertible debentures                                (15,219)             --
      Accrued interest expense converted to debt                                          9,398              --
      Write off debt issue costs                                                        208,805            55,000
         Net change in other comprehensive loss                                            --             (50,000)
      Net realized gain from sale of automatic reminder software                           --             (50,000)
   Changes in certain assets and liabilities:
      Accounts receivable                                                              (127,941)         (185,488)
      Inventory                                                                         (45,617)             --
      Prepaid and other assets                                                         (103,175)          (44,476)
      Accounts payable and accrued expenses                                             387,603            12,514
      Deferred revenue                                                                   11,655             5,990
      Related party accounts for accrued compensation                                    95,328         1,278,450
                                                                                   ------------      ------------

   Total cash (used in) operating activities                                           (746,433)       (1,019,036)
                                                                                   ------------      ------------
</TABLE>
         The accompanying notes are an integral part of the consolidated
                              financial statements.

                                        9
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
<TABLE><CAPTION>
                                                                                        For the Years Ended
                                                                                            December 31,
                                                                                   ------------------------------
                                                                                       2005              2004
                                                                                   ------------      ------------
<S>                                                                                <C>               <C>
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                                  (106,844)          (25,938)
   Purchase of convertible debentures                                                  (328,695)             --
   Business acquisition, net of cash received                                              --               2,437
                                                                                   ------------      ------------

   Total cash (used in) investing activities                                           (435,539)          (23,501)
                                                                                   ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from related party loans                                                       --              21,017
   Repayments of related party loans                                                     (9,352)           (5,187)
   Proceeds from notes payable                                                        1,886,195         1,513,672
   Repayment of notes payable                                                           (28,709)         (152,410)
   Proceeds from capital leases payable                                                  27,344            14,102
   Repayment of capital leases payable                                                  (23,148)           (6,570)
                                                                                   ------------      ------------

   Total cash provided by financing activities                                        1,852,330         1,384,624
                                                                                   ------------      ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                               670,358           342,087

CASH AND EQUIVALENTS - Beginning of year                                                346,635             4,548
                                                                                   ------------      ------------

CASH AND EQUIVALENTS - END OF YEAR                                                 $  1,016,993      $    346,635
                                                                                   ============      ============
CASH PAID DURING THE YEAR FOR:
   Interest expense                                                                $     13,427      $      9,413
                                                                                   ============      ============
   Income taxes                                                                    $       --        $       --
                                                                                   ============      ============
</TABLE>
         The accompanying notes are an integral part of the consolidated
                              financial statements.

                                       10
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the Year Ended December 31, 2005
------------------------------------

During the year ended December 31, 2005, the Company:

a)   Issued 62,405,611 shares of Class A common stock with a total value of
     $1,028,515 for repayment of principal and interest on outstanding notes
     payable, issued as advances on the equity line financing with Cornell
     Capital Partners, LP.

b)   Issued 11,662,792 shares of Class A common stock with a value of $317,902
     for repayment of accrued salaries for two officers of the Company.

c)   Issued 9,668,611 shares of Class A common stock with a value of $203,342
     for compensation and bonuses to SWK employees and investor relations
     services.

d)   Issued 2,494,016 shares of Class A common stock with a value of $76,712 to
     a previous officer of iVoice, Inc. per the spin-off agreement and
     settlement of deferred payment of legal fees.

e)   Issued warrants to purchase 7,000,000 shares of Class A common stock with a
     value of $160,703 as additional consideration for funding on the equity
     line financing and professional consulting services.

f)   On May 16, 2005, the 10 million shares of Laser Energetics Class A Common
     Stock were assigned to iVoice, Inc. as settlement of all Administrative
     Fees owed by the Company to iVoice. The value of the exchanged securities
     was determined to be $64,891.


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

                                       11
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES (CONTINUED)

For the Year Ended December 31, 2004

During the year ended December 31, 2004, the Company:

a)   Issued 15,127,179 shares of Class A common stock with a total value of
     $846,334 for repayment of principal and interest on outstanding notes
     payable, issued as advances on the equity line financing with Cornell
     Capital Partners, LP.

b)   Issued 3,398,149 shares of Class A common stock with a total value of
     $585,000 for the acquisition of SWK, Inc and the client list of Business
     Tech Solutions, Inc.

c)   Issued 2,444,177 shares of Class A common stock with a total value of
     $162,673 for the repayment of convertible debentures with Cornell Capital
     Partners, LP and four other unrelated parties.

d)   Issued 2,400,000 shares of Class A common stock with a value of $122,400
     for repayment of accrued salaries for two officers of the Company.

f)   Issued 2,239,815 shares of Class A common stock with a value of $155,100
     for compensation and bonuses to SWK employees, commitment and structuring
     fees for the equity line financing and other services.

g)   Issued 212,766 shares of Class A common stock with a value of $10,000 to a
     previous officer of iVoice, Inc. per the spin-off agreement.

h)   Granted 75,000 options for shares of Class A common stock for investor
     relations services.


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

                                       12
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
----------------------------------------------------------

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

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

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

         Certain intellectual property, representing the software codes of the
         Automatic Reminder, was sold in November 2004 to Laser Energetics, Inc.
         (LEI), a New Jersey based technology company. The Company received 10
         million shares of Laser Energetics Class A Common Stock and was further
         issued a convertible debenture by Laser Energetics, Inc. in the amount
         of $250,000. The debenture, which bears interest at the rate of 3% per
         annum, has a five year term, and is convertible into shares of LEI
         Class A Common Stock at a rate equal to fifty percent (50%) of the
         average closing bid price of the Class A Common Stock for the four
         trading days immediately preceding the conversion date. The convertible
         debenture is convertible at the holder's option. On May 16, 2005, the
         10 million shares of Laser Energetics Class A Common Stock were
         assigned to iVoice, Inc. as settlement of all Administrative Fees owed
         by the Company to iVoice. As of December 30, 2005, the Company has
         determined that the 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.

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

                                       13
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (CONTINUED)
----------------------------------------------------------------------

         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. These
         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.

         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 consolidated statement of operations for
         the years ending December 31, 2005 and 2004, include the operations of
         SWKT from June 2, 2004 (the date of acquisition).

         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 Sage 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 restricted 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, 2007 and
         payable over a thirty-six month period from the employment agreement's
         commencement date. Following the successful transfer of BCS clients to
         SWKT, SWKT will assume responsibility for maintenance and support of
         the BCS clients.

         Principles of Consolidation
         ---------------------------
         The accompanying consolidated financial statements include the accounts
         of the Company and its wholly owned subsidiaries. All significant
         inter-company transactions and accounts have been eliminated in
         consolidation.

                                       14
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

         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.

         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.

         Advertising Costs
         -----------------
         Advertising costs are expensed as incurred and are included in selling
         expenses. For the years ended December 31, 2005 and 2004, advertising
         expense amounted to $6,833 and $257, respectively.

         Cash and Cash Equivalents
         -------------------------
         The Company considers all highly liquid investments purchased with
         original maturities of three months or less to be cash equivalents. The
         Company had cash equivalents at December 31, 2005 and 2004 of $234,300
         and $0, respectively. The cash equivalents represent investments in
         Triple A credit rated money market funds that have 7 day auction rates
         competitive with current market conditions.

         The Company maintains cash balances at a financial institution that are
         insured by the Federal Deposit Insurance Corporation up to $100,000.
         The Company has uninsured cash balances at December 31, 2005 and 2004
         of $855,474 and $162,990, respectively.

         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) under the caption Accumulated
         Comprehensive Income (Loss).

                                       15
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

         Concentration of Credit Risk
         ----------------------------
         The Company places its cash in what it believes to be credit-worthy
         financial institutions. However, cash balances exceeded FDIC insured
         levels at various times during the year. The Company has uninsured cash
         balances at December 31, 2005 and 2004 of $855,474 and $162,990,
         respectively.

         For the year ended December 31, 2005, our top ten customers had
         approximately $1,000,000 in sales and these represented 25% of our
         total sales for the period. Generally, we do not rely on any one
         specific customer for any significant portion of our revenue base.

         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.

         Software License Cost
         ---------------------
         Software license costs are recorded at cost, which approximates fair
         market value as of the date of purchase. These costs represent the
         purchase of various exploitation rights to certain software,
         pre-developed codes and systems patented by a non-related third party.
         These costs are capitalized pursuant to Statement of Financial
         Accounting Standards ("SFAS") 86, "Accounting for the Costs of Computer
         Software to be Sold, Leased or Otherwise Marketed", and were being
         amortized using the straight-line method over a period of five years.
         As described later in Note 1, the Company has adopted SFAS No. 121. The
         carrying value of software license costs are regularly reviewed by the
         Company and a loss would be recognized if the value of the estimated
         un-discounted cash flow benefit related to the asset falls below the
         unamortizated cost. The remaining unamortized cost was written off in
         2004.

         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.

                                       16
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

         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 amortized over the
         life of the loan, or charged to equity, as incurred.

         Debt Issue Costs
         ----------------
         Debt issue costs represent the estimated cost of the conversion
         discount feature relating to the issuance of the Company's convertible
         debentures. Conversion costs are charged to expense the fair value of
         the beneficial conversion features of the convertible debt as measured
         at the date of issuance in accordance with Emerging Issues Task Force
         (EITF) Issue 98-5.

         Fair Value of Financial Instruments
         -----------------------------------
         The Company estimates that the fair value of all financial instruments
         at December 31, 2005 and 2004, as defined in FASB 107, does not differ
         materially from the aggregate carrying values of its financial
         instruments recorded in the accompanying consolidated balance sheets.
         The estimated fair value amounts have been determined by the Company
         using available market information and appropriate valuation
         methodologies. Considerable judgment is required in interpreting market
         data to develop the estimates of fair value, and accordingly, the
         estimates are not necessarily indicative of the amounts that the
         Company could realize in a current market exchange.

         Long-Lived Assets
         -----------------
         SFAS No. 142, "Goodwill and Other Intangible Assets" requires goodwill
         to be tested for impairment under certain circumstances, and written
         off when impaired, rather than being amortized as previous standards
         require. In accordance with the requirements of this pronouncement, the
         Company has assessed the value of the intangible assets reflected as
         goodwill on its books and has determined that future benefit for these
         assets exists. However, the Company has realized a decline in the value
         of the Goodwill as of December 31, 2005 and has recorded an impairment
         of $361,100.

         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.

                                       17
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

         In December 2004, the FASB issued Financial Accounting Standards No.
         123 (revised 2004) (FAS 123R), "Share-Based Payment." FAS 123R replaces
         FAS No. 123, "Accounting for Stock-Based Compensation," and supersedes
         APB Opinion No. 25, "Accounting for Stock Issued to Employees." FAS
         123R requires compensation expense related to share-based payment
         transactions, measured as the fair value at the grant date, to be
         recognized in the financial statements over the period that an employee
         provides service in exchange for the award. The Company intends to
         adopt FAS 123R using the "modified prospective" transition method, as
         defined in FAS 123R. Under the modified prospective method, companies
         are required to record compensation cost prospectively for the unvested
         portion, as of the date of adoption, of previously issued and
         outstanding awards over the remaining vesting period of such awards.
         FAS 123R is effective January 1, 2006. The Company does not expect FAS
         123R to have a material impact on its results or financial statements.

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

         The computation of basic EPS is computed by dividing income (loss)
         available to common stockholders by weighted average number of common
         shares during the period. Diluted earnings per share gives effect to
         all dilutive potential common shares outstanding during the period. The
         computation of diluted EPS does not assume conversion, exercise, or
         contingent exercise of securities that would have an anti-dilutive
         effect on earnings resulting from the Company's net loss position.

         The shares used in the computations are as follows:

                                                    As of December 31,
                                                   2005           2004
                                                   ----           ----

             Basic and Diluted EPS Purposes     67,696,946     11,320,556
                                                ==========     ==========

         The company had common stock equivalents of 7,075,000 and 75,000 at
         December 31, 2005 and 2004, respectively.

                                       18
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

         Comprehensive Income
         --------------------
         SFAS No. 130, "Reporting Comprehensive Income", establishes standards
         for the reporting and display of comprehensive income and its
         components in the financial statements. The items of other
         comprehensive income that are typically required to be displayed are
         foreign currency items, minimum pension liability adjustments, and
         unrealized gains and losses on certain investments indebt and equity
         securities. As of December 31, 2004, the Company has several items that
         represented comprehensive income, and thus, have included a statement
         of comprehensive income. As of December 31, 2005, the Company
         recaptured its unrealized loss on securities available for sale.

         Recent Accounting Pronouncements
         --------------------------------
         SFAS No. 131, "Disclosure About Segments of an Enterprise and Related
         Information" requires that a public company report financial and
         descriptive information about its reportable operating segments. It
         also requires that an enterprise report certain information about its
         products and services, the geographic areas in which they operate and
         their major customers. In determining the requirements of this
         pronouncement, Management believes that there is no materially
         reportable segment information with respect to the Company's operations
         and does not provide any segment information regarding products and
         services, major customers, and the material countries in which the
         Company holds assets and reports revenue.

         SFAS No. 145 - "Rescission of FASB Statements No. 4, 44, and 64,
         Amendment of FASB Statement No. 13, and Technical Corrections." Under
         SFAS No. 4, all gains and losses from extinguishment of debt were
         required to be aggregated and, if material, classified as an
         extraordinary item, net of related income tax effect. This Statement
         eliminates SFAS No. 4 and, thus, the exception to applying APB No. 30
         to all gains and losses related to extinguishments of debt. As a
         result, gains and losses from extinguishment of debt should be
         classified as extraordinary items only if they meet the criteria in APB
         No. 30. Applying the provisions of APB No. 30 will distinguish
         transactions that are part of an entity's recurring operations from
         those that are unusual or infrequent or that meet the criteria for
         classification as an extraordinary item. The Company does not expect
         the adoption of SFAS No. 145 to have a material impact on its financial
         position or results of operations.

         SFAS No. 146 - "Accounting for Costs Associated with Exit or Disposal
         Activities." This Statement addresses financial accounting and
         reporting for costs associated with exit or disposal activities and
         nullifies EITF Issue No. 94-3, "Liability Recognition for Certain
         Employee Termination Benefits and Other Costs to Exit an Activity
         (including Certain Costs Incurred in a Restructuring)." The principal
         difference between this Statement and EITF 94-3 relates to its

                                       19
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

         requirements for recognition of a liability for a cost associated with
         an exit or disposal activity. This Statement requires that a liability
         for a cost associated with an exit or disposal activity be recognized
         when the liability is incurred. Under EITF 94-3, a liability was
         recognized at the date of an entity's commitment to an exit plan. This
         Statement is effective for exit or disposal activities that are
         initiated after December 31, 2002. The Company does not expect the
         adoption of SFAS No. 146 to have a material impact on its financial
         position or results of operations.

         SFAS No. 148, "Accounting for Stock Based Compensation-Transition and
         Disclosure." This statement was issued to provide alternative methods
         of transition for a voluntary change to the fair value based method of
         accounting for stock-based employee compensation. In addition, this
         Statement amends the disclosure requirements of Statement 123 to
         require prominent disclosures in both annual and interim financial
         statements about the method of accounting for stock-based employee
         compensation and the effect of the method used on reported results.
         This statement is effective for financial statements for fiscal years
         ending after December 15, 2002.

         In January 2003, FASB Interpretation No. 46 ("FIN No. 46"),
         "Consolidation of Variable Interest Entities, an interpretation of
         Accounting Research Bulletin No. 51," was issued. In general, a
         variable interest entity is a corporation, partnership, trust, or any
         other legal structure used for business purposes that either (a) does
         not have equity investors with voting rights or (b) has equity
         investors that do not provide sufficient financial resources for the
         entity to support its activities. FIN No. 46 requires a variable
         interest entity to be consolidated by a company if that company is
         subject to a majority of the risk of loss from the variable interest
         entity's activities or is entitled to receive a majority of the
         entity's residual returns or both. Currently, this standard has no
         effect on the Company's financial statements.

         During April 2003, the Financial Accounting Standards Board issued SFAS
         149, "Amendment of Statement 133 on Derivative Instruments and Hedging
         Activities." SFAS 149 amends and clarifies accounting for derivative
         instruments, including certain derivative instruments embedded in other
         contracts, and for hedging activities under SFAS 133, "Accounting for
         Derivative Instruments and Hedging Activities." The statement requires
         that contracts with comparable characteristics be accounted for
         similarly and clarifies when a derivative contains a financing
         component that warrants special reporting in the statement of cash
         flows. SFAS 149 is effective for contracts entered into or modified
         after June 30, 2003, except in certain circumstances, and for hedging
         relationships designated after June 30, 2003. Currently, this standard
         has not had a material effect on the Company's financial statements.

                                       20
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

         In May 2003, the FASB issued "SFAS 150", "Accounting for Certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity". "SFAS 150" requires that certain financial instruments, which
         under previous guidance were accounted for as equity, must now be
         accounted for as liabilities. The financial instruments affected
         include mandatorily redeemable stock, certain financial instruments
         that require or may require the issuer to buy back some of its shares
         inexchange for cash or other assets and certain obligations that can be
         settled with shares of stock. SFAS 150 is effective for all financial
         instruments entered into or modified after May 31, 2003, and otherwise
         is effective at the beginning of the first interim period beginning
         after June 15, 2003.


NOTE 3 - PROPERTY AND EQUIPMENT
-------------------------------

         Property and equipment is summarized as follows:

                                                            December 31,
                                                            ------------
                                                        2005            2004
                                                     ----------      ----------
            Leasehold improvements                   $   22,372      $    3,171
            Equipment, furniture and fixtures           191,126         103,483
                                                     ----------      ----------
                                                        213,498         106,654
            Less:  Accumulated depreciation              56,482          13,820
                                                     ----------      ----------
               Property and equipment, net           $  157,016      $   92,834
                                                     ==========      ==========

         Depreciation expense for the years ended December 31, 2005 and 2004 was
         $42,662 and $13,820, respectively.

NOTE 4 - SECURITIES AVAILABLE FOR SALE
--------------------------------------

         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 received 10 million shares of Laser Energetics
         Class A Common Stock, which was valued at $100,000.

         At December 31, 2004, the Company determined that value of the
         securities was significantly impaired and a portion of the value was
         written down as an "Unrealized loss on securities available for sale".

         On May 16, 2005, the Company terminated its administrative services
         agreement with iVoice, Inc. and iVoice agreed to accept the assignment
         of 10 million shares of Laser Energetics Class A Common Stock as
         settlement of all Administrative Fees owed by the Company. The value of
         the

                                       21
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 4 - SECURITIES AVAILABLE FOR SALE (CONTINUED)
--------------------------------------------------

         exchanged securities was determined to be $64,891. The Company recorded
         a loss on the exchange of $35,109 and recaptured the "Unrealized loss
         on securities available for sale".

         As of December 31, 2005 and 2004, the aggregate value of the Securities
         Available for Sale was $0 and $50,000, respectively.

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. At December 31, 2005,
         the Company 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.

         In January 2005, the Company purchased $328,695 of Voyager One, Inc.
         convertible debentures from Cornell Capital Partners. The debentures,
         which bear interest at the rate of 5% per annum, have a three year
         term, and are convertible into shares of Voyager One, Inc. Common Stock
         at a conversion price equal to the lower of (i) 150% of the lowest
         initial bid price of the common stock as submitted by a market maker
         and approved by the NASD or (ii) 50% of the lowest closing bid price of
         the common stock for the five trading days immediately preceding the
         conversion date. The convertible debentures are convertible at the
         holder's option any time up to the maturity date. At December 31, 2005,
         the aggregate value of the debentures plus deferred interest income is
         $343,914.

NOTE 6 - GOODWILL AND INTANGIBLES
---------------------------------

         In June 2004, Trey Resources' wholly-owned subsidiary, SWK
         Technologies, Inc., completed a merger with SWK, Inc. The Company
         recorded total consideration for the acquisition of $577,437 comprised
         of acquisition costs of $27,437 and 2,750,000 Class A common stock of
         Trey Resources, Inc. valued at $550,000. This consideration has been
         allocated to the tangible and identifiable intangible assets acquired
         according to their respective estimated fair values, with the excess
         purchase consideration being allocated to goodwill at the closing of
         the 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.

                                       22
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 6 - GOODWILL AND INTANGIBLES (CONTINUED)
---------------------------------------------

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

         These acquisitions are being valued by the strength of the client lists
         and as such have been reviewed for impairment at December 31, 2005. At
         December 31, 2005, management determined that the goodwill should be
         impaired by $361,100 based on the reduced repeat sales from the clients
         acquired at the acquisition. In doing so, management has determined
         that no further write-down for impairment is required.

         SWK Technologies capitalizes ongoing development costs of their MAPADOC
         product. At December 31, 2005 and 2004, the intangible assets totaled
         $32,558 net of accumulated amortization of $6,115 and $0, respectively.


NOTE 7 - INCOME TAXES
---------------------

         The reconciliation of the effective income tax rate to the Federal
         statutory rate is as follows:

                  Federal Income Tax Rate                       (34.0)%
                  Deferred Tax Charge (Credit)                    -
                  Effect on Valuation Allowance                  38.1 %
                  State Income Tax, Net of Federal Benefit       (4.1)%
                                                                -------
                  Effective Income Tax Rate                       0.0 %
                                                                =======

         Prior to February 11, 2004, Trey Resources was a non-reporting entity
         of iVoice, Inc. and as such had no net operating loss carry forwards.
         As of December 31, 2005, the Company has net operating loss carry
         forwards of approximately $4,700,000 that can be utilized to offset
         future taxable income for Federal income tax purposes through 2025.
         Utilization of these net loss carry forwards is subject

         to the limitations of Internal Revenue Code Section 382. Because of the
         current uncertainty of realizing the benefit of the tax carry forward,
         a valuation allowance equal to the tax benefit for deferred taxes has
         been established. The full realization of the tax benefit associated
         with the carry forward depends predominantly upon the Company's ability
         to generate taxable income during the carry forward period.

                                       23
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 7 - INCOME TAXES (CONTINUED)
---------------------------------

         For state income taxes, the Company's net operating loss carry forwards
         have been reduced $2,488,591. During the years ended 2005 and 2004, the
         Company participated in the Technology Tax Certificate Transfer Program
         sponsored by the New Jersey Economic Development Authority and the
         State of New Jersey. Under the program, eligible businesses may sell
         their unused net-operating-loss carry forwards and unused research and
         development tax-credit carry forwards to any corporate taxpayer in the
         State of New Jersey for at least 75% of the value of the tax benefits.
         After expenses related to application submission the Company received
         cash proceeds of $191,497 for the year ended December 31, 2005.

         Deferred tax assets and liabilities reflect the net tax effect of
         temporary differences between the carrying amount of assets and
         liabilities for financial reporting purposes and amounts used for
         income tax purposes. Significant components of the Company's deferred
         tax assets and liabilities are summarized as follows:


                                                           December 31
                                                      2005             2004
                                                  ------------     ------------
              Deferred Tax Asset                  $  1,598,000     $    960,000
              Less:  Valuation Allowance            (1,598,000)        (960,000)
                                                  ------------     ------------
              Net Deferred Tax Assets             $        --      $        --
                                                  ============     ============

         Net operating loss carry forwards expire starting in 2024 through 2025.


NOTE 8 - 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 12% per annum on any balance left unpaid after the maturity
         date. As of December 31, 2005, $1,434,638 was repaid for principal and
         interest through the issuance of 44,973,692 shares of Class A common
         stock.

         On February 11, 2004, March 3, 2004, and April 4, 2004, Wass
         Associates, a New York General partnership loaned the company $21,835,
         $10,000 and $25,000, respectively. Pursuant to the Agreement and Plan
         of Merger and Reorganization among Trey, SWK and SWK Technologies,
         Inc., the notes were assumed by SWK Technologies in the acquisition of
         SWK. The unsecured notes bear interest at 6% per annum and are payable
         in weekly installments of $1,000 and $500 respectively. At December 31,
         2004 all of these notes were paid off.

                                       24
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 8 - NOTES PAYABLE (CONTINUED)
----------------------------------

         On June 1, 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 December 31, 2005, the outstanding balance payable to Wass
         Associates was paid in full.

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

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

         During the year ended December 31, 2005, SWK Technologies, Inc. drew
         down $145,000 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 and these have been paid. Principal
         shall be due and payable on demand from Fleet National Bank. As of
         December 31, 2005, the outstanding balance payable to Fleet totaled
         $145,000. Interest payments during this period were $7,284.

         On December 30, 2005, the various promissory notes payable to Cornell
         Capital Partners, LP were terminated and replaced with a Secured
         Convertible Debenture for the principal amount of $1,159,047, as
         discussed in Note 10.

         On December 30, 2005, the Company issued a Secured Convertible
         Debenture for the principal amount of $600,000 to Cornell Capital
         Partners, LP. as discussed in Note 10.

                                       25
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 9 - DUE TO RELATED PARTIES
-------------------------------

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

         Pursuant to the spin-off transaction from iVoice, the Company has
         assumed a promissory note totaling $250,000 payable to Jerry Mahoney,
         President and Chief Executive Officer of iVoice and Non- Executive
         Chairman of the Board of Trey Resources. This amount is related to
         funds loaned to iVoice and is unrelated to the operations of Trey. The
         note bears interest at the rate of 9.5% per annum on the unpaid balance
         until paid or until default. At the time of default (if any) the
         interest rate shall increase to 20% until the principal balance has
         been paid. Under the terms of the Promissory Note, at the option of the
         Note holder, principal and interest can be converted into either (i)
         one Class B common stock share of Trey Resources, Inc., par value
         $0.00001, for each dollar owed, (ii) the number of Class A common stock
         shares of iVoice, Inc. calculated by dividing (x) the sum of the
         principal and interest that the Note holder has decided to prepay by
         (y) fifty percent (50%) of the lowest issue price of Series A common
         stock since the first advance of funds under this Note, or (iii)
         payment of the principal of this Note, before any repayment of
         interest. At December 31, 2005, the principal on this note was $250,000
         and accrued interest was $44,767.

         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 $725 an auto allowance of $800 and a health insurance allowance of
         $1,400 per month. Also, pursuant to the employment contract with Mr.
         Mahoney, following the completion of the spin-off from its former
         parent company, iVoice Inc., which occurred on February 11, 2004, Mr.
         Mahoney is entitled to receive a one-time payment of $350,000.

         Total amounts owed to Mr. Mahoney at December 31, 2005, representing
         unpaid salary, unpaid expense, auto and health insurance 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 $952,988.

                                       26
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 9 - DUE TO RELATED PARTIES (CONTINUED)
-------------------------------------------

         Pursuant to the employment contract dated September 15, 2003 between
         the Company and Mark Meller, the President, Chief Financial Officer and
         Director 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 with 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 December 31, 2005, representing
         unpaid salary, unpaid expense and auto allowances, and the one-time
         payment in connection with the spin-off, totaled $644,493.

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

         In connection with the acquisition of SWK, Inc, the Company assumed a
         note payable to Gary Berman, a former shareholder of SWK, Inc. and
         current shareholder of Trey. On April 1, 2004, Mr. Berman loaned the
         company $25,000 pursuant to the Agreement and Plan of Merger and
         Reorganization among Trey, SWK and SWK Technologies, Inc. The unsecured
         note bears interest at 5% per annum and is payable in bi-weekly amounts
         of $217. At December 31, 2005, the outstanding balance to Mr. Berman
         was $17,024.

         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 December 31, 2005, the outstanding balance to Ms. Berman
         was $17,024.

         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 December 31, 2005, the Company owed
         the Business Tech owner $378.

                                       27
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 10 - CONVERTIBLE DEBENTURES
--------------------------------

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

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

         As of December 31, 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 December 31, 2005
         was $15,000, plus accrued interest of $3,173.

         On December 30, 2005, the Company entered into a Securities Purchase
         Agreement with Cornell Capital Partners, LP ("Cornell"). Pursuant to
         such purchase agreement, Cornell shall purchase up to $2,359,047 of
         secured convertible debentures which shall be convertible into shares
         of the Company's Class A common stock. Pursuant to the Securities
         Purchase Agreement, two Secured Convertible Debentures were issued on
         December 30, 2005 for an aggregate of $1,759,047. The remaining
         $600,000 shall be funded 2 business days prior to the date the
         registration statement is filed with the United States Securities and
         Exchange Commission. Interest on the outstanding principal balance of
         the Secured Convertible Debentures accrues at the annual rate of 7.5%.
         Payment of principal and accrued interest shall be paid on or before
         December 30, 2007. The Company has the option to redeem a portion or
         all of the outstanding debentures at 120% of the amount redeemed plus
         accrued interest. The holder shall be entitled to convert in whole or
         in part at any time and from time to time, any amount of principal and
         accrued at a price equal to 90% of the lowest closing bid price of the
         Common Stock during the 30 trading days immediately preceding the
         conversion date, as quoted by Bloomberg, LP ("Conversion Price"). In
         the event of a default, the full principal amount of this Debenture,
         together with interest and other amounts

                                       28
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 10 - CONVERTIBLE DEBENTURES (CONTINUED)
--------------------------------------------

         owing, shall be due and payable in cash, provided however, the Holder
         may request payment of such amounts in Common Stock of the Obligor at
         the Conversion Price then in-effect. A Holder may not convert this
         Debenture or receive shares of Common Stock as payment of interest
         hereunder to the extent such conversion or receipt of such interest
         payment would result in the Holder beneficially owning in excess of
         4.9% of the then issued and outstanding shares of Common Stock,
         including shares issuable upon conversion of, and payment of interest
         on, this Debenture. Providing that the Holder meets all restrictions
         and that the Company does not enter into default, then the Company
         would expect to issue approximately 300,000,000 shares of Common Stock
         in settlement of the three secured convertible debentures, over the
         life of these debentures at the current Conversion Price of $.009.

         On December 30, 2005, the Company entered an Investor Registration
         Rights Agreement with Cornell Capital Partners, LP. Pursuant to the
         terms of the agreement, the Company was to file a registration
         statement with the SEC within 60 calendar days and to use its best
         efforts to have the Initial Registration Statement declared effective
         by the SEC no later than 120 calendar days after the date of the
         agreement. In the event of default of the registration rights
         agreement, the Company will pay liquidated damages, either in cash or
         shares of the Company's Common Stock, at 2% of the liquidated value of
         the Convertible Debentures outstanding for each thirty (30) day period
         after the Scheduled Filing Deadline or the Scheduled Effective Deadline
         as the case may be. Any Liquidated Damages payable hereunder shall not
         limit, prohibit or preclude the Investor from seeking any other remedy
         available to it under contract, at law or in equity. As of the date of
         this filing, the Company has incurred approximately $35,000 in
         Liquidated Damages and there is no maximum stipulated in the agreement.

NOTE 11 - COMMITMENTS AND CONTINGENCIES
---------------------------------------

         We do not own any real property for use in our operations or otherwise.
         On June 10, 2005, we consolidated our two New Jersey offices and moved
         into 6,986 square feet of space at 5 Regent Street, Livingston, NJ
         07039 at a monthly rent of $7,423. In addition, we lease 1,090 square
         feet of space in Clifton, NJ at a monthly rent of $1,998. Effective
         March 15, 2005, we entered into a lease for 621 square feet of space at
         900 Walt Whitman Road, Melville, NY 11747, at a monthly rent of $932.
         On October 30, 2005, we entered into a one-year lease for office space
         at 1902 Wright Place, Carlsbad, CA 92008, at a monthly rent of $567. We
         use our facilities to house our corporate headquarters and operations
         and believe our facilities are suitable for such purpose. We also
         believe that our insurance coverage adequately covers our interest in
         our leased space. We have a good relationship with our landlords. We
         believe that these facilities will be adequate for the foreseeable
         future. Combined rent expense under the operating leases for the year
         ended December 31, 2005 and 2004 was $134,512 and $63,062,
         respectively.

                                       29
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 11 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
---------------------------------------------------

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

         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.

         See Note 10 to these Financial Statement for information related to the
         Securities Purchase Agreement, Investors Registration Rights Agreement
         and Secured Convertible Debentures entered into between the Company and
         Cornell Capital Partners, LP. Pursuant to terms of these agreements,
         Cornell shall purchase up to $2,359,047 of secured convertible
         debentures which shall be convertible into shares of the Company's
         Class A common stock. The agreements also require the Company to file a
         registration statement with the SEC and assess liquidated damages for
         various defaults.

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

         o    Kevin Whalen, a former officer of iVoice, was 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 December 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.

         o    The Company had 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.

                                       30
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 12 - COMMON STOCK
----------------------

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

         PREFERRED STOCK

         Preferred Stock consists of 1,000,000 shares of authorized preferred
         stock with $1.00 par value. For the year ending December 31, 2005, the
         company had no transactions in its Preferred Stock.

         CLASS A COMMON STOCK

         Class A Common Stock consists of the following as of December 31, 2005:
         10,000,000,000 shares of authorized common stock with a par value of
         $.00001, 114,950,388 shares were issued and outstanding. Each holder of
         Class A common stock is entitled to receive ratably dividends, if any,
         as may be declared by the Board of Directors out of funds legally
         available for the payment of dividends. The Company has never paid any
         dividends on its common stock and does not contemplate doing so in the
         foreseeable future. The Company anticipates that any earnings generated
         from operations will be used to finance the growth objectives.

         For the year ending December 31, 2004, the company had the following
         transactions in its Class A Common Stock:

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

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

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

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


                                       31
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 12 - COMMON STOCK (CONTINUED)
----------------------------------

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

          >>   The Company issued 648,149 shares of Class A common stock
               pursuant to the acquisition and merger agreement with Business
               Tech Solutions, Inc., valued at $35,000.

          >>   The Company issued 15,127,179 shares of Class A common stock with
               a total value of $846,334. Of this amount, $800,000 was for
               repayment of principal and $4,024 in interest on outstanding
               notes payable, issued as advances on the equity line financing
               with Cornell Capital Partners, LP. The balance of $42,310
               represents discount on conversions of the principal and interest
               on the advances on the equity line to common stock.

          >>   The Company issued 2,444,177 shares of its Class A common stock
               for the repayment of $125,000 in principal, $5,138 in interest
               and $32,535 for amortization of conversion discount on its 5%
               Convertible Debentures.

          >>   The Company issued 2,400,000 shares of its Class A common stock
               with a total value of $122,400 to officers of the Company as
               repayment of accrued salaries. Of this amount, $42,000 was for
               repayment of principal and $80,400 represents discount on
               conversions.

          >>   The Company issued 2,064,815 shares of Class A common stock for
               compensation and bonuses to employees of SWK Technologies, Inc.
               valued at $111,500.

          >>   The Company issued 212,766 shares of Class A common stock for a
               partial repayment of an obligation to a previous officer of
               iVoice, Inc. valued at $10,000.

          >>   The Company cancelled 10,076 shares of Class A common stock that
               were surrendered by their owner per a previous agreement with the
               Company.

         For the year ending December 31, 2005, the company had the following
         transactions in its Class A Common Stock:

          >>   The Company issued 62,405,611 shares of Class A Common Stock with
               a total value of $1,028,515. Of this amount, $875,000 was for
               repayment of principal and $80,615 in interest on outstanding
               notes payable, issued as advances on the equity line financing
               with Cornell Capital Partners, LP. The balance of $72,900
               represents discount on conversions of the principal and interest
               on the advances on the equity line to common stock.

          >>   The Company issued 11,662,792 shares of its Class A Common Stock
               with a total value of $317,902 to officers of the Company as
               repayment of accrued salaries. Of this amount, $115,786 was for
               repayment of principal and $202,116 represents discount on
               conversions.

                                       32
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 12 - COMMON STOCK (CONTINUED)
----------------------------------

          >>   The Company issued 9,668,611 shares of Class A Common Stock for
               compensation and bonuses to employees of SWK Technologies, Inc.
               valued at $189,692 and as compensation for investor relations
               services valued at $13,650.

          >>   The Company issued 2,494,016 shares of Class A Common Stock with
               a total value of $76,712 for a partial repayment of an obligation
               to a previous officer of iVoice, Inc. valued at $10,000 and
               settlement of deferred payments for legal services valued at
               $15,636. The balance of $51,076 represents discount on
               conversions.

         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 December 31, 2004,
         no shares were issued and outstanding; Class B common stockholders are
         entitled to receive dividends in the same proportion as the Class B
         Common Stock conversion and voting rights have to Class A Common Stock.
         A holder of Class B Common Stock has the right to convert each share of
         Class B Common Stock into the number of shares of Class A Common Stock
         determined by dividing the number of Class B Common Stock being
         converted by a 50% discount of the lowest price that Trey had ever
         issued its Class A Common Stock. Upon the liquidation, dissolution, or
         winding - up of the Company, holders of Class B Common Stock will be
         entitled to receive distributions. For the year ending December 31,
         2005, the company had no transactions in its Class B Common Stock.


         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. For the year ending December 31, 2005,
         the company had no transactions in its Class C Common Stock.


NOTE 13 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS
----------------------------------------------------

         2004 Stock Incentive Plan
         -------------------------
         During the year ended December 31, 2004, and as amended in 2004 and
         2005, the Company adopted the 2004 Stock Incentive Plan (the "2004
         Plan") in order to attract and retain qualified employees, directors,
         independent contractors or agents of Trey Resources, Inc. Under the
         Plan, the Board of Directors (the "Board"), in its discretion may grant
         stock options (either incentive or non-qualified stock options) to
         employees, directors, independent contractors or agents to purchase the
         Company's common stock at no less than 50% of the fair market price on
         the date the option is granted. Options generally vest over four years
         and have a maximum term of ten years.

                                       33
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 13 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS (CONTINUED)
----------------------------------------------------------------


         During 2004 and 2005, the following securities were issued pursuant to
         the 2004 Plan:

          >>   On March 11, 2004, the Company issued 65,000 shares a Class A
               Common Stock to Cornell Capital and TN Equities as placement
               agent fees and other services.

          >>   On May 20, 2004, the Company issued 110,000 shares a Class A
               Common Stock to employees of iVoice, Inc. for services provided
               during the spin-off process from iVoice, Inc.

          >>   On May 27, 2004, the Company issued 2,750,000 shares of Class A
               Common Stock for the acquisition of SWK, Inc.

          >>   On August 1, 2004, the Company issued to Hawk Associates, Inc,
               options to purchase 75,000 Class A common stock at a price of
               $.07 per share. The options vest in 60 days from issuance and
               expire ten years from the date of issue.

          >>   On November 10, 2004, the Company issued 648,149 shares of Class
               A common stock for the acquisition of the client list of Business
               Tech Solutions, Inc.

          >>   On November 10, 2004, the Company issued 2,064,815 shares of
               Class A common stock for compensation and bonuses to SWK
               employees.

          >>   On February 25, 2005, the Company issued 350,000 shares of Class
               A common stock for investor relations to Evergreen Marketing,
               Inc.

          >>   On March 2, 2005 and December 16, 2005, the Company issued the
               aggregate of 9,318,611 shares of Class A common stock for
               compensation and bonuses to SWK employees.

          >>   On July 12, 2005, the Company issued to Thornhill Capital
               warrants to purchase 3,000,000 shares of Class A common stock at
               a price of $.015 per share for professional consulting services.

          >>   On July 15, 2005, the Company issued 2,223,746 shares of Class A
               common stock to a Meritz & Muenz LLP for legal services provided
               in the prior year.

          >>   On August 31, 2005, the Company issued to Cornell Capital
               Partners warrants to purchase 4,000,000 shares of Class A common
               stock at a price of $.03 per share as additional consideration
               for funding on the equity line financing.

                                       34
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 13 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS (CONTINUED)
----------------------------------------------------------------

         2004 Directors' and Officers' Stock Incentive Plan
         During the year ended December 31, 2004, and as amended in 2004 and
         2005, the Company adopted the 2004 Directors' and Officers' Stock
         Incentive Plan (the "2004 D&O Plan") in order to provide long-term
         incentive and rewards to officers and directors of Trey Resources and
         subsidiaries and to attract and retain qualified employees, directors,
         independent contractors or agents of Trey Resources, Inc. Under the
         Plan, the Board, in its discretion may grant stock options (either
         incentive or non-qualified stock options) to employees, directors,
         independent contractors or agents to purchase the Company's common
         stock at no less than 50% of the market price on the date the option is
         granted. Options generally vest over four years and have a maximum term
         of ten years.

         During 2004 and 2005, the following securities were issued pursuant to
         the 2004 D&O Plan:

          >>   On October 18, 2004, the Company issued 212,766 shares of Class A
               common stock to a previous officer of iVoice, Inc. per the
               spin-off agreement.

          >>   On November 9, 2004, the Company issued 2,400,000 shares of Class
               A common stock for repayment of accrued salaries for two officers
               of the Company.

          >>   On February 16, 2005, the Company issued 270,270 shares of Class
               A common stock to a previous officer of iVoice, Inc. per the
               spin-off agreement.

          >>   At various times during the year ended December 31, 2005, the
               Company issued 11,662,792 shares of Class A common stock for
               repayment of accrued salaries for two officers of the Company.

         Options/Warrants Outstanding
         ----------------------------
         During the years ending December 31, 2004 and 2005, the following
         options and warrants were issued pursuant to their respective
         agreements. Unexpired options and warrants outstanding are as follows
         as of December 31, 2005:

              Expiration Date            Exercise Price         Shares
              ---------------            --------------         ------
              August 31, 2008                 .030             4,000,000
              July 11, 2012                   .015             3,000,000
              July 31, 2014                   .070                75,000
                                                               ---------
                                                               7,075,000
                                                               =========

                                       35
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 13 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS (CONTINUED)
----------------------------------------------------------------

         The following table summarizes the stock option and warrant
         transactions:

                                                        Stock          Weighted
                                                       Option &        Average
                                                       Warrants        Exercise
                                                      Outstanding       Price
                                                      -----------      -------
                  Balance, January 1, 2004                     -       $  .000
                  Granted                                 75,000       $  .070
                  Exercised                                    -       $  .000
                  Canceled                                     -       $  .000
                                                       ---------       -------
                  Balance, December 31, 2004              75,000       $  .070
                                                       =========       =======
                  Granted                              7,000,000       $  .024
                  Exercised                                    -       $  .000
                  Canceled                                     -       $  .000
                                                       ---------       -------
                  Balance, December 31, 2005           7,075,000       $  .024
                                                       =========       =======
                  Outstanding and Exercisable,
                  December 31, 2004                       75,000       $  .070
                                                       =========       =======
                  Outstanding and Exercisable,
                  December 31, 2005                    7,075,000       $  .024
                                                       =========       =======


NOTE 14 - GOING CONCERN
-----------------------

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

         The Company has suffered recurring losses, experiences a deficiency of
         cash flow from operations, and current liabilities exceeded current
         assets by approximately $2.7 million, as of December 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.

                                       36
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 14 - GOING CONCERN (CONTINUED)
-----------------------------------

         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 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.
         Between March 15, 2004 and August 31, 2005, the Company had drawn down
         $2.7 million from the Equity Line of Credit. On December 30, 2005, the
         Equity Line of Credit was terminated and replace with two Secured
         Convertible Debentures for an aggregate value of $1.8 million. Pursuant
         to the terms of the Securities Purchase Agreement executed on the same
         date, the Company will also receive $600,000 2 business days prior to
         the filing of the registration statement with the SEC. The Secured
         Convertible Debentures accrue at the annual rate of 7.5%. Payment of
         principal and accrued interest shall be paid on or before December 30,
         2007. The Company has the option to redeem a portion or all of the
         outstanding debentures at 120% of the amount redeemed plus accrued
         interest. The holder shall be entitled to convert in whole or in part
         at any time and from time to time, any amount of principal and accrued
         at a price equal to 90% of the lowest closing bid price of the Common
         Stock during the 30 trading days immediately preceding the conversion
         date, as quoted by Bloomberg, LP ("Conversion Price").

         These financing transactions require the Company to register its common
         stock under Section 12(g) of the U.S. Securities Exchange Act of 1934
         and to register for resale a number of shares to facilitate these
         financing transactions.

         These 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 15 - SUBSEQUENT EVENTS
---------------------------

          >>   On December 30, 2005, the Company entered an Investor
               Registration Rights Agreement with Cornell Capital Partners, LP.
               Pursuant to the terms of the agreement, the Company was to file a
               registration statement with the SEC within 60 calendar days and
               to use its best efforts to have the Initial Registration
               Statement declared effective by the SEC no later than 120
               calendar days after the date of the agreement. Pursuant to the
               terms of this agreement, the Company is in the event of default
               of not filing the Initial Registration Statement and has incurred
               approximately $35,000 in Liquidated Damages. The Company is using
               its best

                                       37
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 15 - SUBSEQUENT EVENTS (CONTINUED)
---------------------------------------

               efforts to get a waiver of the event of default from Cornell
               Capital and to amend the Investor Registration Rights Agreement
               to extend the filing deadlines.

          >>   On January 4, 2006, the Company issued 5,937,208 shares of its
               Class A common stock to officers of the Company as repayment of
               accrued salaries.

          >>   On February 27, 2006, the Company issued 3,703,704 shares of its
               Class A common stock to Cornell Capital Partners pursuant to the
               Security Purchase Agreement of December 30, 2005. These
               securities have been issued with a restrictive legend pending
               registration of the shares with the SEC.

          >>   On February 27, 2006, SWK Technologies, the Company's wholly
               owned subsidiary, entered into an Asset Purchase Agreement and an
               Employment Agreement with Jodi Katz to consummate the acquisition
               of Wolen Katz Associates. Wolen Katz is a value-added reseller of
               Sage Software's ABRA Human Resources Management Solution.













                                       38