================================================================================
                                  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, 2007

[_]      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                       (I.R.S. Employer
    of 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. [_]

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. $7,378,029

As of March 31, 2008, the Registrant had 3,745,473,533 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 $374,547.

Transitional Small Business Disclosure Format (Check one): Yes [_]; No [X]
================================================================================
<PAGE>

                                     PART I

Item 1. Description of business                                                3
Item 2. Description of property                                               17
Item 3. Legal proceedings                                                     18

                                     PART II

Item 5. Market for common equity and related stockholder matters.             19
Item 6. Management's discussion and analysis or plan of operations.           24
Item 7. Financial statements                                                  30
Item 8A (T). Controls & Procedures                                            30

                                    PART III

Item 9. Directors, executive officers, promoters and control persons,
        compliance with Section 16(a) of the Exchange Act                     32
Item 10.Executive compensation.                                               35
Item 11.Security ownership of certain beneficial owners and management        37
Item 12.Certain relationships and related transactions                        39
Item 13.Exhibits                                                              40
Item 14. Principal Accountant Fees and Services                               42


                                       2
<PAGE>

                                     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.

     On June 2, 2006, Trey Resources' wholly-owned subsidiary, SWK Technologies,
Inc., executed an asset purchase agreement between and among AMP-Best
Consulting, Inc. ("AMP-Best"), a New York Corporation, Patrick Anson, Crandall
Melvin III and

                                       3
<PAGE>

Michelle Paparo for acquisition of certain assets, the customer list and
business name of AMP-Best. AMP-Best Consulting, Inc. is an information
technology company and value added reseller of licensed accounting software
published by Sage Software. AMP-Best Consulting, Inc. sells services and
products to various end users, manufacturers, wholesalers and distribution
industry clients located throughout the United States, with special emphasis on
companies located in the upstate New York region. Terms of the agreement
provided for a cash payment at closing of $85,000, issuance of a $380,000
promissory note to Crandall Melvin III, the issuance of 6,000,000 shares of Trey
Resource's Class A Common Stock and employment agreements for Patrick Anson,
Crandall Melvin III and Michelle Paparo. Payments on the promissory note are to
commence 120 days after the closing for a term of 5 years.

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

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.

                                       4
<PAGE>

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, 2007, approximately 12.4% 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 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

                                       5
<PAGE>

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, 2007, we have a sales team and 5 technical specialists involved in
marketing and supporting sales of the "MAPADOC" product and associated services.

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, 2007, we have six 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

                                       6
<PAGE>

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.

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

                                       7
<PAGE>

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.

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, 2007, the revenues generated by our top ten
customers

                                       8
<PAGE>

represented approximately nineteen percent (19%) of consolidated revenues, and
no single customer accounted for ten percent or more of our consolidated
revenues.

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, 2007, we had approximately 37 full time employees and 1
part time employee located in one office in New Jersey, two offices in New York
and one office in California. Approximately six of our employees are engaged in
sales and marketing activities and approximately seventeen 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

                                       9
<PAGE>

some of which are discussed at appropriate points in the Report and are also
summarized as follows:

AS OF DECEMBER 31, 2007 THERE WAS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO
CONTINUE AS A GOING CONCERN. THE COMPANY MAY NOT BE ABLE TO CONTINUE ITS
OPERATIONS AND THE FINANCIAL STATEMENTS DO NOT INCLUDE ANY ADJUSTMENTS THAT
MIGHT RESULT FROM THE OUTCOME OF THIS UNCERTAINTY.

     As of December 31, 2007, the Company's independent public accounting firm
issued a "going concern opinion" wherein they stated that the accompanying
financial statements were prepared assuming the Company will continue as a going
concern. The Company did not generate sufficient cash flows from revenues during
the year ended December 31, 2007 to fund its operations. Also, as of December
31, 2007, the Company had negative net working capital of approximately $4.4
million. These matters raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

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 cannot assure
successfully address the risks involved in operating our business. Our failure
to do so could materially adversely affect our business, financial condition and
operating results.

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, 2007 and
2006, we had net losses of $1,614,008 and $2,351,573, respectively, and net
losses of $0.00 and $0.02 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;

                                       10
<PAGE>

   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.

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;

                                       11
<PAGE>

   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 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

                                       12
<PAGE>

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.

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 31, 2008, Jerome R. Mahoney and Mark Meller, our Non-Executive
Chairman of the Board of Directors and our President, respectively, collectively
owned approximately 87% 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

                                       13
<PAGE>

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.

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, 2007, our Non-Executive Chairman of the Board of
Directors, Jerome R. Mahoney, will have the right to convert $89,125 of
indebtedness into 89,125 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.

                                       14
<PAGE>

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 YA GLOBAL INVESTMENTS, LP. F/K/A CORNELL CAPITAL PARTNERS LP.
DEBENTURES.

     The sale of shares of Class A Common Stock pursuant to the terms of the YA
Global Investments, LP. f/k/a Cornell Capital Partners, LP. ("YA Global")
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 Common Stock under the YA
Global 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 YA Global Debentures will
be issued at 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 YA Global (f/k/a. 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. The number of shares of Class A
Common Stock that may be sold is undeterminable at this time. Such sales may
cause our stock price to decline.

                                       15
<PAGE>

THE SALE OF OUR CLASS A COMMON STOCK ISSUABLE UPON CONVERSION OF THE YA GLOBAL
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 YA
Global 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.

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.

WE CANNOT ASSURE YOU THAT WE WILL BE ABLE TO ACCESS EXTERNAL FUNDING WHEN
NEEDED.

     We currently depend on external financing to fund our operations, and we
have no current plans to obtain other financing. We cannot assure you that we
will be able to obtain such financing on favorable terms, in sufficient amounts,
or at all, when needed. Our inability to obtain sufficient financing would have
an immediate material adverse effect on us, and our business, financial
condition and results of operations.

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 Section 240.3a51-1 of the regulations promulgated by the Securities
Exchange

                                       16
<PAGE>

Commission pursuant to 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
   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. As of March 25, 2008, approximately 21,538,777
shares of our Class A Common Stock could be considered "restricted securities"
and saleable only upon registration under the Securities Act of 1933, as amended
(the "Securities Act"), upon compliance with Rule 144 of the Securities Act, or
pursuant to another exemption from registration.

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.

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

                                       17
<PAGE>

of space at 5 Regent Street, Livingston, NJ 07039 at a monthly rent of $7,423.
Our executive offices are located at the Livingston, NJ office.

     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, 2007, we entered into a one-year lease for office space at 1902
Wright Place, Carlsbad, CA 92008, at a monthly rent of $567. On June 2, 2006,
the Company entered into a two-year lease for office space at 6834 Buckley Road,
North Syracuse, New York, at a monthly rent of $1,800. 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.

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.












                                       18
<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 bid prices for the periods indicated. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

                                           High                    Low
                                           ----                    ---
        2006

        First Quarter                  $0.01488                $0.0080
        Second Quarter                  $0.0200                $0.0090
        Third Quarter                   $0.0110                $0.0064
        Fourth Quarter                  $0.0080                $0.0055

        2007

        First Quarter                   $0.0056                $0.0023
        Second Quarter                  $0.0025                $0.0004
        Third Quarter                   $0.0007                $0.0002
        Fourth Quarter                  $0.0004                $0.0001

HOLDERS OF COMMON EQUITY.

     As of December 31, 2007, the number of record holders of our common shares
was approximately 687.

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.

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

                                       19
<PAGE>

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.

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. There are 10,000,000,000 shares
authorized and 3,119,362,422 issued and outstanding at December 31, 2007. 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, 2007. 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, 2007.
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.

                                       20
<PAGE>

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, 2007, 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 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

                                       21
<PAGE>

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. As
of December 31, 2007, the Stock Incentive Plan was authorized to issue up to 200
million shares of Class A Common Stock.. As of December 31, 2007, 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 2007.

     During the fiscal year ended December 31, 2007, the Company adopted the
Trey Resources, Inc. 2007 Consultant Stock Incentive Plan (the "Consultant
Plan") to: (i) provide long-term incentives, payment in stock in lieu of cash
and rewards to consultants, advisors, attorneys, independent contractors or
agents ("Eligible Participants") of Trey Resources, Inc. ("the Company") and its
subsidiaries; (ii) assist the Company in attracting and retaining independent
contractors or agents with experience and/or ability on a basis competitive with
industry practices; and (iii) associate the interests of such independent
contractors or agents with those of the Company's stockholders. Total shares
issuable under this plan may not exceed twenty (20) percent of the issued and
outstanding shares of the Company's Class A Common Stock. As of December 31,
2007, the Consultant Plan was authorized to issue up to 200 million shares of
Class A Common Stock..

     During 2007, the following securities were issued pursuant to Stock
Incentive and Consultant Plans:

   o   At various times during the year ended December 31, 2007, the Company
       issued the aggregate of 2,500,000 and 175,866,802 for consultant and
       professional services rendered, respectively.
   o   At various times during the year ended December 31, 2007, the Company
       issued the aggregate of 170,000,000 shares of Class A common stock for
       compensation and bonuses to SWK employees.

     During 2006, the following securities were issued pursuant to this Stock
Incentive Plan:

   o   On April 20, 2006 and September 15, 2006, the Company issued the
       aggregate of 6,900,000 shares of Class A common stock for compensation
       and bonuses to SWK employees.

                                       22
<PAGE>

     During the fiscal year ended December 31, 2004, 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. As of December 31, 2007, the Directors' and Officers'
Plan was authorized to issue up to 200 million shares of Class A Common Stock..
During 2007, the following securities were issued pursuant to this Plan:

   o   At various times during the year ended December 31, 2007, the Company
       issued 170 million shares of Class A common stock for repayment of
       accrued salaries for two officers of the Company.

     During 2006, the following securities were issued pursuant to this Plan:

   o   At various times during the year ended December 31, 2006, the Company
       issued 6,212,208 shares of Class A common stock for repayment of accrued
       salaries for two officers of the Company.

EQUITY COMPENSATION PLANS

     The following table sets forth information as of December 31, 2007 with
respect to compensation plans (including individual compensation arrangements)
under which our common shares are authorized for issuance, aggregated as
follows:

<TABLE><CAPTION>

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

                                       23
<PAGE>

   (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.

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.

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

                                       24
<PAGE>

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.

     On June 2, 2006, SWK Technologies, Inc. completed the acquisition of
certain assets of AMP-Best Consulting, Inc. of Syracuse, New York. AMP-Best
Consulting, Inc. is an information technology company and value added reseller
of licensed accounting software published by Sage Software. AMP-Best Consulting,
Inc. sells services and products to various end users, manufacturers,
wholesalers and distribution industry clients located throughout the United
States, with special emphasis on companies located in the upstate New York
region.

     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.

DECEMBER 31, 2007 COMPARED TO DECEMBER 31, 2006

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

                                       25
<PAGE>

     Revenues for the fiscal year ended December 31, 2007, totaled $7,378,209,
an increase of $792,326, or 12.0%. These sales were all generated by the
Company's operating subsidiary, SWK Technologies ("SWKT"). SWKT sales increased
as the result of increased focus by management on marketing and sales across all
its product lines.

     The gross profit for the year ended December 31, 2007 of $2,565,197
represents the gross profit of SWK. As a percentage of sales, gross profit
margin was 34.8% for the year period ending December 31, 2007. Gross profit for
the year ended December 31, 2006 was $2,484,483 and 37.7% of sales. Total gross
profit increased by $80,714 when compared to the prior year. The mix of products
being sold by the company changes from time to time, such that the overall gross
margin percentage marginally decreased. Sales of the larger Sage Software
products carries lower gross margin percentage as the relative discount
percentage from the supplier decreases, while consulting and network services
typically carry higher gross margins.

     Total operating expenses were $3,572,759 for the year ending December 31,
2007, a decrease of $642,842 over the prior year period ending December 31,
2006, which totaled $4,215,601. The decrease in the write off of impairment of
goodwill of $700,940 and a decrease primarily a result of SWKT decreased selling
and marketing expenses for salaries and benefits as management decreased
headcount necessary to offset by increased amortization of intangible assets
related to customer lists purchased of $93,384.

     Other expenses for the year ended December 31, 2007 were $606,446, an
increase of $15,991 over the year period ending December 31, 2006. The increase
in other expenses primarily reflects the gain on the revaluation of derivatives
of $925,212, a decrease of $50,090 in the gain on sales of securities available
for sale, and a decrease in the write off of financing costs in the amount of
$60,000, and a decrease in amortization of discounts on debt conversion in the
amount of $70,182. These changes were also offset by an increase of $17,841 in
interest expense on outstanding indebtedness and an increase in other expenses
of $232,890.

     Net loss for the year ending December 31, 2007 was $1,614,008 as compared
to net loss of $2,321,573 for the year ending December 31, 2006. The decrease in
net loss of $707,565 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.,
Business Tech Solutions Group, and AMP-Best Consulting, Inc. Such acquisitions
or investments may consume cash reserves or require additional cash or equity.
Our working capital and additional funding requirements will depend upon
numerous factors, including: (i) strategic acquisitions or investments; (ii) an
increase to current company personnel; (iii) the level of resources that we
devote to sales and marketing capabilities; (iv) technological advances; and (v)
the activities of competitors.

                                       26
<PAGE>

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

     In January, 2003, the Company entered into a subscription agreement with
certain accredited investors to issue $250,000 in convertible debentures, with
interest payable at 5% per annum. On March 31, 2003, Trey issued $40,000 in
convertible debentures to 4 individual investors under the subscription
agreement. On September 19, 2003, Trey issued $100,000 in convertible debentures
to Cornell Capital Partners, 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, 2007, $15,000
remained due on the principal and $4,673 was due for accrued interest on these
debentures.

     On December 30, 2005, the Company entered into a Securities Purchase
Agreement with YA Global Investments, LP. f/k/a Cornell Capital Partners, LP
("YA Global"). Pursuant to such purchase agreement, YA Global 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. A portion of this financing was used to
convert promissory notes and accrued interest equal to $1,159,047 into new
secured convertible debentures and the balance was new financing in the form of
secured convertible debentures equal to $600,000 with interest payable at the
rate of 7.5% per annum to be issued and sold on the closing of this Securities
Purchase Agreement and a second secured convertible debenture equal to $600,000
with interest payable at the rate of 7.5% per annum to be issued and sold two
business days prior to the filing of the registration statement that will
register the common stock shares issuable upon conversion of the secured
convertible debentures. The debentures are due on December 30, 2007 and May 2,
2008, respectively, 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. The aggregate balance due of the YA Global debentures at December
31, 2007 is $1,975,702 for principal and interest.

     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

                                       27
<PAGE>

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, 2007, the balance on these debentures is
$15,000.

     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, 2007, the entire balance on this note was paid in full.

     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, 2007, the principal on this note was
$89,125 and accrued interest was $66,616.

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

     Trey assumed an outstanding obligation to Kevin Whalen of $74,000 for
amounts due for unpaid salary from iVoice. This amount is related to services
provided to iVoice and unrelated to the operations of Trey. However, because Mr.
Whalen assisted in the preparation of the financial statements and footnotes
related to the spin-off, Trey assumed this obligation to Kevin Whalen. A portion
of the obligation is convertible into Class A Common Stock of Trey calculated by
dividing (x) the sum of the principal the obligee

                                       28
<PAGE>

requests to be converted by (y) the average closing bid price of Class A Common
Stock of Trey for the five (5) business days immediately preceding the
conversion date. As of December 31, 2007, Mr. Whalen has received $4,500 in cash
and $20,000 in Class A Common Stock leaving a balance due of $49,500.

     In the year ended December 31, 2007, SWK Technologies, Inc. drew down
$635,000 and repaid $$472,000 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 fully guaranteed by the
Company. As of December 31, 2007, the outstanding balance payable to Fleet
totaled $185,000.

     In connection with the acquisition of AMP-Best consulting, Inc., SWKT
issued a note in the amount of $380,000 to Crandall Melvin III and further
assumed a capitalized lease with M&T Bank in the amount of $88,153 for certain
furniture, fixtures, and equipment. At December 31, 2007, the principal on this
note was $304,104.

     During the year ended December 31, 2007, Trey had a net decrease in cash of
$226,994. Trey's principal sources and uses of funds were as follows:

     CASH USED BY OPERATING ACTIVITIES. Trey used $542,857 in cash for operating
activities in the year ended December 31, 2007, a decrease of $436,304 as
compared to $979,161 in cash used for operating activities in the year ended
December 31, 2006. The decrease is primarily the result of the decreased
accounts receivables, increase in accounts payable and accrued expenses and
overall reduction in the net loss.

     CASH PROVIDED BY INVESTING ACTIVITIES. For the year ended December 31,
2007, cash provided by investing activities totaled $132,813 as compared to
$40,788 in cash provided by investing activities in the year ended December 31,
2006. During 2007, the Company used $115,904 for the purchase and upgrade of
computers and network equipment, and business acquisition costs, offset by
$248,717 net proceeds realized from the sale of securities. During 2006, the
Company used $98,229 for the purchase and upgrade of computers and network
equipment, and $97,000 for business acquisition costs, offset by $236,017 net
proceeds realized from the sale of securities.

     CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the year
ended December 31, 2007 provided a total of $183,050 in cash as compared to
$294,817 in the year ended December 31, 2006. The 2007 decrease primarily
consisted of net proceeds from notes payable, capital leases and convertible
debentures in the amount of $781,650. This was offset by repayments of related
party loans of $77,617, and repayments on the SWKT line of credit and repayment
of capital leases of $520,983. The 2006 increase primarily consisted of net
proceeds from the notes payable and convertible debentures in

                                       29
<PAGE>

the amount of $803,000 and proceeds from capital leases of $60,835. This was
offset by repayments of related party loans of $142,445, $386,000 net repayments
on the SWKT line of credit and other notes payable and repayment of capital
leases of $40,573.

OFF BALANCE SHEET ARRANGEMENTS

     During fiscal 2007, 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 (T). 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.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange
Act Rule 13a-15(f). Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
we conducted an evaluation of the effectiveness of our internal control over
financial reporting as of December 31, 2007 based on the criteria set forth in
Internal Control -- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our

                                       30
<PAGE>

evaluation under the criteria set forth in Internal Control -- Integrated
Framework, our management concluded that our internal control over financial
reporting was effective as of December 31, 2007.

This Annual Report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this Annual
Report. Our registered public accounting firm will be required to attest to our
management's assessment of internal control over financial reporting beginning
with our Annual Report for the year ended December 31, 2008.

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.



                                       31
<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       48      Non-Executive              1-1-03 to present
                                Chairman of
                                the Board of
                                Directors

Mark Meller             48      President, Chief           9-15-03 to present
                                Executive Officer,
                                Chief Financial
                                Officer and Director

John C. Rudy            62      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, Chief Executive Officer, Chief Financial Officer and
Secretary of iVoice Technology, Inc., which was the parent of Trey Resources
before the spin-off in February 2004. Mr. Mahoney has served as Non-Executive
Chairman of the Board of Directors of SpeechSwitch, Inc., Matawan, New Jersey,
from November 10, 2004 until February 2008. He has served as Non-Executive
Chairman of the Board of Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition
Corp), Matawan, New Jersey since May 19, 2005. He has also served as
Non-Executive Chairman of the Board of MM2 Group, Inc., Matawan, New Jersey
since October 19, 2005. He was also the Non-Executive Chairman of the Board of
Deep Field Technologies, Inc., Matawan, New Jersey, until January 27, 2007. Mr.
Mahoney received a B.A. in finance and marketing from Fairleigh Dickinson
University, Rutherford, N.J. in 1983.

                                       32
<PAGE>

     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. From October 2004 until February 2007, Mr. Meller
was the President, Chief Executive Officer, 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. From August 29, 2005 until August 2006, Mr. Meller was 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, 2007, the Company has an audit
committee in place and has two non-executive members of the Board of Directors
and one independent member of the Board of Directors.

     For the year ended December 31, 2007, the Board held one meeting. In
addition, the Board acted through written unanimous consent in lieu of a meeting
on seven occasions.

AUDIT COMMITTEE

     During 2007, 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 member and one member that may be 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

                                       33
<PAGE>

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 accounting principles
generally accepted in the United States 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 of auditing. The Audit Committee met once in 2007. 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, 2007. 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 registered accounting firm;
   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, 2007, 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

                                       34
<PAGE>

("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 except for: (i) Jerome Mahoney's untimely filing of Form
4 for sales of Class A Common Stock for the period of February 28, 2007 through
October 15, 2007 and (ii) Mark Meller's untimely filing of Form 4 for sales of
Class A Common Stock for the period of September 28, 2007 through October 4,
2007.

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
two completed fiscal years. The following information includes the dollar value
of base salaries and certain other compensation, if any, whether paid or
deferred. The executive officers of the company did not receive any stock award,
option award, non-equity incentive plan compensation, or nonqualified deferred
compensation earnings during the last two completed fiscal years.

<TABLE><CAPTION>
                                    SUMMARY COMPENSATION TABLE

                                                              STOCK       ALL OTHER        TOTAL
NAME AND POSITION(S)       YEAR     SALARY($)   BONUS(2)     AWARDS     COMPENSATION    COMPENSATION
--------------------       ----     ---------   --------     ------     ------------    ------------
<S>                        <C>      <C>          <C>           <C>           <C>          <C>
Jerome R. Mahoney (1)
    Non-Executive          2007     $263,538(2)  $1,500        $0            $0           $265,038
    Chairman of the Board  2006     $239,580(3)  $4,000        $0            $0           $243,580
    Of Directors

Mark Meller (4)            2007     $246,568(5)  $1,500        $0            $0           $248,068
   President, Chief        2006     $224,153(6)  $4,000        $0            $0           $228,153
   Executive Officer,
   Chief Financial
   Officer
   and Director
</TABLE>

   (1) Mr. Mahoney has been serving as our Non-Executive Chairman of the Board
       since January 1, 2003. Mr. Mahoney's employment contract is for a term of
       five-years at a base salary of $180,000 in the first year with annual
       increases based on the Consumer Price Index every year thereafter.

   (2) $111,664 was accrued and unpaid in fiscal year 2007.

   (3) $64,580 was accrued and unpaid in fiscal year 2006.

                                       35
<PAGE>

   (4) Mr. Meller served as our President, Chief Executive Officer and Chief
       Financial Officer since September 13, 2003. Mr. Meller employment
       contract is for a term of five-years at a base salary of $180,000 in the
       first year with annual increases based on the Consumer Price Index every
       year thereafter.

   (5) $94,694 was accrued and unpaid in fiscal year 2007.

   (6) $49,153 was accrued and unpaid in fiscal year 2006.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The Company had no outstanding equity awards at the end of the most recent
completed fiscal year.

COMPENSATION OF DIRECTORS

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 non employee directors.

The following table sets forth compensation information for services rendered by
our non employee directors during the year ended December 31, 2007. The
following information includes the dollar value of fees earned or paid in cash
and certain other compensation, if any, whether paid or deferred. Our directors
did not receive any bonus, stock awards, option awards, non-equity incentive
plan compensation, or nonqualified deferred compensation earnings during the
last completed fiscal year.

                              DIRECTOR COMPENSATION

NAME                           FEES EARNED       ALL OTHER         TOTAL
                               OR PAID IN      COMPENSATION    COMPENSATION
                                   CASH             ($)             ($)
                                   ($)
---------------------------------------------------------------------------
John C. Rudy(2)                  $12,000            $0            $12,000

   (1) Mr. Mahoney had served as our Non-Executive Chairman of the Board since
       January 1, 2003. His compensation during that period is included in the
       Executive Compensation Summary Table.

   (2) Mr. Rudy has been serving as our outside director since June 9, 2005 at a
       fee of $12,000 per year.

EMPLOYMENT CONTRACTS

     Trey has entered into an employment contract with its Non-Executive
Chairman of the Board of Directors for the period January 1, 2003 through
December 31, 2007. The Company anticipates that it will renew this employment
agreement with Mr. Mahoney for a new term with essentially the same terms. As
consideration, Trey agreed to pay Mr. Mahoney the sum of $180,000 the first year
with a 10% increase every year

                                       36
<PAGE>

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.

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 30, 2007 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 31, 2008 there were
a total of 3,745,473,533 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

                                       37
<PAGE>

or investment power and also any shares which the individual has the right to
acquire within 60 days of March 30, 2008, 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.

<TABLE><CAPTION>
                                                     OWNERSHIP OF COMMON STOCK

                                                                                               COMMON STOCK
                                                                                            BENEFICIALLY OWNED
                                                                                            ------------------
NAME/ADDRESS                                      TITLE OF CLASS                        NUMBER              PERCENT
------------                                      --------------                        ------              -------
<S>                                               <C>                              <C>                        <C>
Jerome R. Mahoney (Chairman)                      Class A Common Stock             15,974,083,333(1)          81.0%
c/o Trey Resources, Inc.
5 Regent Street, Suite 520
Livingston, New Jersey  07039

Mark Meller (President)                           Class A Common Stock             10,094,816,667(2)          72.9%
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             26,068,900,000             87.4%
</TABLE>
____________________________________

   (1) Includes a)13,378,400,000 shares of our Class A common stock issuable
       upon conversion of $802,704 due to related party accounts with Mr.
       Mahoney and (b) 2,595,683,333 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 $155,741
       includes principle and interest through 12/31/07. 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 10,094,816,667 shares of our Class A common stock issuable upon
       conversion of $605,689 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.

                                       38
<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, 2007, the outstanding
balance to Mr. Berman was $6,942.

     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, 2007, the outstanding
balance to Ms. Berman was $6,942.

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

                                       39
<PAGE>

     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.

4.1               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).

4.2               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).

4.3               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).

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

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

4.6               * SWK Technologies, Inc. secured line of credit with Bank of
                  America f/k/a Fleet National Bank.

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)

                                       40
<PAGE>

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.

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 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.

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.


                                       41
<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 years ended December 31, 2007 and December 31, 2006
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                         2007                     2006
           --------                         ----                     ----
           Audit Fees                     $25,000                  $34,755

           Audit - Related Fees              -                        -

           Tax fees                       $ 3,500                  $ 4,995

           All Other Fees                 $13,430                  $13,500

           Total                          $41,930                  $53,250

     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.



                                       42
<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                                           April 1, 2008
        ---------------------------------------
         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                                        April 1, 2008
        ---------------------------------------
         Mark Meller
         President, Chief Executive Officer,
         Chief Financial Officer and Director


By:         /s/ Jerome R. Mahoney                                  April 1, 2008
        ---------------------------------------
         Jerome R. Mahoney
         Non-executive Chairman of the Board


By:         /s/ John C. Rudy                                       April 1, 2008
        ---------------------------------------
         John C. Rudy
         Director



                                       43
<PAGE>

                 INDEX OF EXHIBITS (TO BE UPDATED BY ATTORNEYS)

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               Bylaws of Trey Industries, Inc (incorporated herein by
                  reference to Exhibit 3.2 of the registration statement on Form
                  SB-2, filed with the SEC on November 25, 2003).

4.1               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).

4.2               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).

4.3               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).

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

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

4.6*              SWK Technologies, Inc. secured line of credit with Bank of
                  America f/k/a Fleet National Bank.

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)

                                       44
<PAGE>

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.

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 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.

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

                                       45

<PAGE>


                      TREY RESOURCES, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                    CONTENTS




                                                                         Page(s)
                                                                         -------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     2

CONSOLIDATED FINANCIAL STATEMENTS

         Balance Sheets                                                    3-4

         Statements of Operations                                           5

         Statement of Stockholders' Deficit                                6-7

         Statements of Cash Flows                                          8-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                12-33


<PAGE>

                     BAGELL, JOSEPHS, LEVINE & COMPANY, LLC
                406 LIPPINCOTT DRIVE, SUITE J, MARLTON, NJ 08053
                       TEL: 856.346.2828 FAX: 856.396.0022


             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 sheets of Trey Resources,
Inc. and Subsidiaries as of December 31, 2007 and 2006, and the related
consolidated statements of operations, stockholders' deficit, 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 of America). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. 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, 2007 and 2006, 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 as of December 31, 2007 and
2006have been prepared assuming the Company will continue as a going concern. As
discussed in Note 15 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 15. The consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.



                                          Bagell, Josephs, Levine & Company, LLC


Marlton, New Jersey
March 27, 2008

                                        2
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------
<TABLE><CAPTION>
                                                                  December 31,
                                                            -------------------------
                                                               2007           2006
                                                            ----------     ----------
<S>                                                         <C>            <C>
CURRENT ASSETS
  Cash and cash equivalents                                 $  146,443     $  373,450
  Accounts receivable, net of allowance for
    doubtful accounts of $147,647 and $42,036,
    respectively                                               687,282        798,805
  Notes Receivable                                              66,471           --
  Inventory                                                     45,647         51,294
  Prepaid expenses and other current assets                    106,722         97,365
                                                            ----------     ----------
      Total current assets                                   1,052,565      1,320,914
                                                            ----------     ----------

PROPERTY AND EQUIPMENT, NET                                    270,177        264,949
                                                            ----------     ----------

OTHER ASSETS
  Intangible assets, net of accumulated amortization
    of $294,550 and $97,580, respectively                      298,681        487,901
  Convertible debentures receivable, net of allowance
    for doubtful accounts of $0 and $265,925,
    respectively                                                  --          243,778
  Deposits and other assets                                     32,267         37,638
                                                            ----------     ----------
      Total other assets                                       330,948        769,317
                                                            ----------     ----------
TOTAL ASSETS                                                $1,653,690     $2,355,180
                                                            ==========     ==========
</TABLE>

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

                                        3
<PAGE>

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

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------
<TABLE><CAPTION>
                                                                                           December 31,
                                                                                   --------------------------
                                                                                       2007           2006
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>
CURRENT LIABILITIES
   Accounts payable and accrued expenses                                           $ 1,385,998    $ 1,502,591
   Due to related parties                                                            1,408,393      1,311,515
   Current portion of convertible debentures payable, net of
      discounts of $ 73,393 and $ 753,290, respectively                              1,603,207        995,757
   Current portion of derivative liability                                             216,497        833,813
   Current portion of notes payables and capital leases                                 83,550         51,210
   Line of credit                                                                      185,000         22,000
   Warrant liability                                                                    75,450         75,450
   Notes payable torelated parties                                                     407,122        426,422
   Deferred revenue                                                                    127,809        109,651
                                                                                   -----------    -----------
    Total current liabilities                                                        5,493,016      5,328,409


LONG TERM DEBT
   Convertible debentures payable, net of discounts of
      $0 and $ 293,571, respectively, net of current portion                              --          276,429
    Derivative liability, net of current portion                                          --          307,896
   Notes payable and capital leases, net of current portion                             74,261         97,616
                                                                                   -----------    -----------
    Total liabilities                                                                5,567,277      6,010,350
                                                                                   -----------    -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
   Preferred stock, $1.00 par value; authorized 1,000,000 shares;
       no shares issued and outstanding                                                   --             --
   Common stock, Class A:
       2007 - par value $.00001; Authorized 10,000,000,000,
           3,119,362,422 shares issued and outstanding
       2006 - par value $.00001; Authorized 10,000,000,000,
           160,621,297 shares issued and outstanding                                    31,194          1,606
       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                                                        5,347,666      4,021,663
   Additional paid in capital - warrants                                               125,166        125,166
   Accumulated deficit                                                              (9,417,613)    (7,803,605)
                                                                                   -----------    -----------
    Total stockholders' deficit                                                     (3,913,587)    (3,655,170)
                                                                                   -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                        $ 1,653,690    $ 2,355,180
                                                                                   ===========    ===========
</TABLE>

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

                                        4
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE><CAPTION>
                                                                      For the Years Ended
                                                                          December 31,
                                                              ------------------------------------
                                                                    2007                2006
                                                              ---------------      ---------------
<S>                                                           <C>                  <C>
SALES, NET                                                    $     7,378,209      $     6,585,883

COST OF SALES                                                       4,813,012            4,101,400
                                                              ---------------      ---------------
GROSS PROFIT                                                        2,565,197            2,484,483
                                                              ---------------      ---------------
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES
    Selling expenses                                                1,234,362            1,292,813
    General and administrative expenses                             1,875,891            2,039,813
    Depreciation and amortization                                     305,523              182,035
    Research and development                                          156,983                 --
    Impairment of goodwill                                               --                700,940
                                                              ---------------      ---------------
       Total selling, general and administrative expenses           3,572,759            4,215,601
                                                              ---------------      ---------------
LOSS FROM OPERATIONS                                               (1,007,562)          (1,731,118)
                                                              ---------------      ---------------
OTHER INCOME (EXPENSE)
    Gain on revaluation of derivatives                                925,212              770,564
    Gain on sale of securities available for sale                      71,413              121,503
     Other expense, net                                              (403,566)            (170,676)
    Amortization of discounts on debt conversion                     (973,468)          (1,043,650)
    Write off of financing costs                                         --                (60,000)
    Interest expense                                                 (226,037)            (208,196)
                                                              ---------------      ---------------
       Total other income (expense)                                  (606,446)            (590,455)
                                                              ---------------      ---------------

LOSS BEFORE INCOME TAXES                                           (1,614,008)          (2,321,573)

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

NET LOSS                                                      $    (1,614,008)     $    (2,321,573)

NET LOSS PER COMMON SHARE
       Basic and Diluted                                      $          (.00)     $          (.02)
                                                              ===============      ===============
WEIGHTED AVERAGE SHARES OUTSTANDING
       Basic and Diluted                                        1,054,240,963          143,090,746
                                                              ===============      ===============
</TABLE>

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

                                        5
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
<TABLE><CAPTION>
                                                                                     Additional
                                                                       Additional     Paid in                         Total
                                             Common Stock Class A       Paid in       Capital -    Accumulated    Stockholders'
                                             Shares        Amount       Capital       Warrants       Deficit         Deficit
                                          -----------    ---------    -----------    ----------    -----------     -----------
<S>                                       <C>            <C>          <C>            <C>           <C>             <C>
Balance at January 1, 2006                114,950,388    $   1,149    $ 3,541,929    $  165,953    $(5,482,032)    $(1,773,001)

Issuance of stock on asset purchase        10,347,826          104
acquisitions                                  114,896         --             --         115,000

Issuance of stock on accrued salary
conversion                                 16,212,208          162        176,460          --             --           176,622

Issuance of stock on debt conversion,
net of revaluation of debenture             9,810,875           98         77,471       (40,787)          --            36,782

Issuance of stock for compensation and
services                                    9,300,000           93        110,907          --             --           111,000

Net loss for the year ended
December 31, 2006                                --           --             --            --       (2,321,573)     (2,321,573)
                                          -----------    ---------    -----------    ----------    -----------     -----------
Balance at December 31, 2006              160,621,297    $   1,606    $ 4,021,663    $  125,166    $(7,803,605)    $(3,655,170)
                                          ===========    =========    ===========    ==========    ===========     ===========
</TABLE>

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

                                        6
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
<TABLE><CAPTION>
                                                                                       Additional
                                                                         Additional     Paid in                         Total
                                             Common Stock Class A         Paid in       Capital -    Accumulated     Stockholders'
                                             Shares         Amount        Capital       Warrants       Deficit         Deficit
                                          -------------     -------     -----------     --------    -----------      -----------
<S>                                       <C>               <C>         <C>             <C>         <C>              <C>
Balance at January 1, 2007                  160,621,297     $ 1,606     $ 4,021,663     $125,166    $(7,803,605)     $(3,655,170)

Issuance of stock for compensation,
accrued salaries and ervices                518,366,802       5,184         250,423         --              --           255,607

Issuance of stock on debt conversion,
net of revaluation of debenture           2,280,649,779      22,807         619,451         --              --           642,258

Issuance of stock for debt repayment        159,724,544       1,597          28,778         --              --            30,375

Beneficial conversion on conjunction
with stock issued for compensation,
accrued services, and debt repayment
and conversion                                     --          --           427,351         --              --           427,351

Net loss for the year ended
December 31, 2007                                  --          --              --           --       (1,614,008)      (1,614,008)
                                          -------------     -------     -----------     --------    -----------      -----------
Balance at December 31, 2007              3,119,362,422     $31,194     $ 5,347,666     $125,166    $(9,417,613)     $(3,913,587)
                                          =============     =======     ===========     ========    ===========      ===========
</TABLE>

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

                                        7
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE><CAPTION>
                                                                                     For the Years Ended
                                                                                         December 31,
                                                                                ----------------------------
                                                                                    2007             2006
                                                                                -----------      -----------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                                             <C>              <C>
Net loss                                                                        $(1,614,008)     $(2,321,573)
Adjustments to reconcile net loss to net cash used in operating activities:
   Net gain on conversion of securities available for sale                          (71,413)        (121,503)
   Depreciation and amortization                                                    102,926           78,449
   Amortization of other intangibles                                                202,597          103,586
   Gain on revaluation of derivatives                                              (925,212)        (770,564)
   Amortization of debt discounts                                                   973,468          900,075
   Impairment of goodwill                                                              --            700,940
   Bad debts                                                                        105,611             --
   Common stock issued for compensation, accrued salaries and services              255,607           81,000
   Common stock issued for debt conversion discount                                 427,351          143,574
   Deferred interest income on convertible debentures                                  --            (14,530)
   Write off debt issue costs                                                          --             60,000

Changes in assets and liabilities:
   Accounts receivable                                                                5,912         (397,778)
   Inventory                                                                          5,647             (619)
   Prepaid expenses and other assets                                                 (9,786)          35,736
   Accounts payable and accrued liabilities                                        (116,593)         469,953
   Deferred revenue                                                                  18,158           85,897
   Related party accounts                                                            96,878          (11,804)
                                                                                -----------      -----------
Total cash used in operating activities                                            (542,857)        (979,161)
                                                                                ===========      ===========
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        8
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE><CAPTION>
                                                                                   For the Years Ended
                                                                                       December 31,
                                                                              ----------------------------
                                                                                  2007             2006
                                                                              -----------      -----------
<S>                                                                           <C>              <C>
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                            (108,154)         (98,229)
   Net proceeds from sale of securities available for sale                        248,717          236,017
   Purchase of intangible assets                                                   (7,750)            --
   Business acquisition, net of cash received                                        --            (97,000)
                                                                              -----------      -----------
   Total cash provided by investing activities                                    132,813           40,788
                                                                              -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Repayments of related party loans                                              (77,617)        (142,445)
   Proceeds from notes payable, capital leases and convertible debentures         781,650          863,835
   Repayment of notes payable, capital leases and convertible debentures         (520,983)        (426,573)
                                                                              -----------      -----------
   Total cash provided by financing activities                                    183,050          294,817
                                                                              -----------      -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                        (226,994)        (643,556)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                     373,437        1,016,993
                                                                              -----------      -----------
CASH AND CASH EQUIVALENTS - END OF YEAR                                       $   146,443      $   373,437
                                                                              ===========      ===========
CASH PAID DURING THE YEAR FOR:
   Interest expense                                                           $    55,074      $    45,486
                                                                              ===========      ===========
   Income taxes                                                               $      --        $   250,712
                                                                              ===========      ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES

During the year ended December 31, 2007, the company assigned all of its rights
to a debenture receivable to THI, Inc. for $184,387 and received $13,000 down
payment and promissory note for $171,387 (see Note 4).

</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        9
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the Year Ended December 31, 2007
------------------------------------

During the year ended December 31, 2007, the Company:

a)   Issued 2,280,649,779 shares of Class A Common Stock with a total value of
     $782,280 for conversion of $642,258 of principal on outstanding debentures
     held by YA Global Investments (f/k/a. Cornell Capital Partners, LP.)

b)   Issued 159,724,544 shares of Class A common stock with a value of $109,666
     for a conversion of $30,375 to an officer of the Company for repayment of a
     note payable.

c)   Issued 170,000,000 shares of Class A common stock with a value of $137,215
     for repayment of $44,236 accrued salaries for two officers of the Company.

d)   Issued 175,866,802 shares of Class A common stock with a value of $179,575
     for conversion of $64,516 of debt for legal services.

e)   Issued 170,000,000 shares of Class A common stock with a value of $137,215
     for compensation and bonuses to employees of SWK Technologies, Inc.

f)   Issued 2,500,000 shares of Class A common stock with a value of $8,500 for
     investor relation services to Wall Street Savant Corporation.


For the Year Ended December 31, 2006
------------------------------------

During the year ended December 31, 2006, the Company:

a)   Issued 9,810,875 shares of Class A Common Stock with a total value of
     $77,569 for conversion of $55,000 of principal on outstanding debentures
     with YA Global (f/k/a Cornell Capital Partners, LP).

d)   Issued 4,347,826 shares of Class A common stock valued at $40,000 pursuant
     to the asset purchase agreement with Jodi Katz.

e)   Issued 16,212,208 shares of Class A common stock with a value of $176,622
     for repayment of $74,577 of loans and accrued salaries for two officers of
     the Company.

d)   Issued 2,400,000 shares of Class A common stock with a value of $30,000 for
     conversion of $11,040 of debt for legal services.

e)   Issued 6,900,000 shares of Class A common stock with a value of $81,000 for
     compensation and bonuses to employees of SWK Technologies, Inc.

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

                                       10
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES (CONTINUED)

f)   On June 2, 2006, the Company concluded the acquisition of AMP-Best
     Consulting, Inc. Pursuant to the asset purchase agreement, Trey issued
     6,000,000 shares of Class A common stock valued at $75,000 to Patrick J.
     Anson, Crandall Melvin III and Michelle Paparo. The net effect on cash
     flows is as follows:

            Cash at closing                                 $   (85,000)
            Inventory                                             5,058
            Prepaid expenses & security deposit                   1,461
            Property and equipment                               88,153
            Goodwill                                            533,481
            Lease obligations                                   (88,153)
            Promissory notes                                   (380,000)
            Common stock                                        (75,000)
                                                            -----------
                Total                                       $       --
                                                            ===========












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

                                       11
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2007 AND 2006

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
     31, 2007, the Company has determined that the value of the debenture was
     significantly impaired and the entire debenture, including the accrued
     interest income for 2007 and 2006, 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".

                                       12
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

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-KSB and Regulation S-B.

     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.

     On February 7, 2006, Trey Resources' wholly-owned subsidiary, SWK
     Technologies, Inc., executed an asset purchase agreement and employment
     agreement with Ms. Jodie Katz of Wolen Katz Associates ("Wolen Katz"),
     whereby Ms. Katz was paid compensation in cash and stock of Trey Resources
     for successfully arranging for the clients of Wolen Katz to transfer over
     to SWKT. The cash portion of the compensation is payable in twelve (12)
     equal monthly installments commencing on the 90th day following the Closing
     Date. Following the successful transfer of Wolen Katz clients to SWKT, SWKT
     assumed responsibility for maintenance and support of the BCS clients.

     On June 2, 2006, Trey Resources' wholly-owned subsidiary, SWK Technologies,
     Inc., executed an asset purchase agreement between and among AMP-Best
     Consulting, Inc. ("AMP-Best"), a New York Corporation, Patrick Anson,
     Crandall Melvin III and Michelle Paparo for acquisition of certain assets,
     the customer list and business name of AMP-Best. Terms of the agreement
     provided for a cash payment at closing of $85,000, issuance of a $380,000
     promissory note to Crandall Melvin III, the issuance of 6,000,000 shares of
     Trey Resource's Class A Common Stock and employment agreements for Patrick
     Anson, Crandall Melvin III and Michelle Paparo. Payments on the promissory
     note are to commence 120 days after the closing for a term of 5 years.

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

     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.

                                       13
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

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

     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
     -------------------

     Revenue is recognized when persuasive evidence of an agreement exists,
     delivery has occurred, the amount is fixed or determinable, and cash is
     received.

     The Company recognizes revenues from consulting and support services as the
     services are performed.

     The assessment of collectability is critical in determining whether revenue
     should be recognized. As part of the revenue recognition process, we
     determine whether trade receivables are reasonably assured of collection
     based on various factors. Revenue and related costs are deferred if we are
     uncertain as to whether the receivable can be collected. Revenue is
     deferred but costs are recognized when we determine that the collection of
     the receivable is unlikely. Hardware and software revenues are recognized
     when the product is shipped to the customer. The Company separates the
     software component and the professional services component into two
     distinct parts for purposes of determining revenue recognition. In that
     situation where both components are present, software sales revenue is
     recognized when the cash is received and the product is delivered, and
     professional service revenue is recognized as the service time is incurred.
     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, 2007 and 2006, advertising
     expenses were $8,235 and $2,759, 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, 2007 and 2006 of $112,547 and $245,465,
     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.

                                       14
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

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

     Concentration of Credit Risk
     ----------------------------

     For the years ended December 31, 2007 and 2006, our top ten customers had
     approximately $1,454,733 and $1,000,000 in sales and these represented 19%
     and 15%, respectively, 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.

     For the year ended December 31, 2007, purchases from one supplier were
     approximately $772,956 or 49% of the Company's total purchases cost.
     Generally, the Company does not rely any one specific supplier for all of
     its purchases and maintains relationships with other suppliers that could
     replace its existing supplier if the need arose.

     Accounts Receivable
     -------------------

     Accounts receivables consist primarily of uncollected invoices for
     maintenance and professional services. Payment for software sales are due
     in advance of ordering from the software supplier. Payment for maintenance
     and support plan renewals are due before the beginning of the maintenance
     period. Payment for professional services are due 50% in advance and the
     balance on completion of the services. The Company maintains a small
     provision for bad debts and reviews the provision quarterly.

     Inventory
     ---------

     Inventory consists primarily of pre-packaged software programs that are
     held for resale to customers. Cost is determined by specific identification
     related to the purchase order from the software supplier.

     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 2005.

                                       15
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

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

     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.

     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 at 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, 2007 and 2006, 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, 2007 and has recorded cumulative impairments of $1,062,040.

     Stock-Based Compensation
     ------------------------

     SFAS No. 123R, "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-

                                       16
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

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

     employees. Those transactions must be accounted for based on the fair value
     of the consideration received or the fair value of the equity instruments
     issued, whichever is more reliably measurable. For stock options, fair
     value is determined using an option-pricing model that takes into account
     the stock price at the grant date, the exercise price, the expected life of
     the option, the volatility of the underlying stock and the expected
     dividends on it, and the risk-free interest rate over the expected life of
     the option. The Company has adopted this statement and recorded the option
     value as outlined above.

     Earnings 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 is not presented due the Company incurring a
     loss and to do so would be anti-dilutive.

     The shares used in the computations are as follows:

                                                       As of December 31,
                                                       2007          2006
                                                  -------------   -----------

          Basic and Diluted for EPS Purposes      1,054,240,963   143,090,746
                                                  =============   ===========

     The Company had common stock equivalents of 7,075,000 at December 31, 2007
     and 2006, respectively.

     Derivative Liabilities
     ----------------------

     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. The financial statements for the years ended December 31, 2007 and
     2006 include the recognition of the derivative liability on the underlying
     securities issuable upon conversion of the YA Global (f/k/a Cornell
     Partners LP) Convertible Debentures.

                                       17
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

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

     Recent Accounting Pronouncements
     --------------------------------

     In December 2007, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 160,
     NONCONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS-AN AMENDMENT
     OF ARB NO. 51, which establishes accounting and reporting standards for the
     noncontrolling interest in a subsidiary or variable interest entity
     requiring consolidation and for the deconsolidation thereof. SFAS No. 160
     will be effective for fiscal years beginning after December 15, 2008, and
     early adoption is prohibited. Since we do not now have and do not
     contemplate acquiring any interests in subsidiaries or variable interest
     entities with noncontrolling interests, or deconsolidation thereof, we
     currently expect that SFAS No. 160 will not have an impact on our future
     financial position, results of operations and operating cash flows.

     In December 2007, the FASB issued SFAS No. 141 (Revised 2007), "Business
     Combinations SFAS No. 141(R) will significantly change the accounting for
     business combinations. Under SFAS No. 141(R), an acquiring entity will be
     required to recognize all the assets acquired and liabilities assumed in a
     transaction at the acquisition-date fair value with limited exceptions.
     SFAS No. 141(R) will change the accounting treatment for certain specific
     acquisition-related items including: (1) expensing acquisition-related
     costs as incurred; (2) valuing non-controlling interests at fair value at
     the acquisition date; and (3) expensing restructuring costs associated with
     an acquired business. SFAS No. 141(R) is to be applied prospectively to
     business combinations for which the acquisition date is on or after January
     1, 2009. The Company expects SFAS No. 141(R) will have an impact on its
     accounting for future business combinations, if any, once adopted.

     In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS,
     which defines fair value, establishes a framework for measuring fair value
     and expands disclosures about fair value measurements. SFAS No. 157 will
     become effective for financial statements issued for fiscal years beginning
     after November 15, 2007, except for non-financial assets as to which the
     effective date is delayed one year. In February 2007, the FASB issued SFAS
     No. 159, THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL
     LIABILITIES -- INCLUDING AN AMENDMENT OF FASB STATEMENT NO. 115 , which
     will permit the option of choosing to measure certain eligible items at
     fair value at specified election dates and report unrealized gains and
     losses in earnings. SFAS No. 159 will become effective for financial
     statements issued for fiscal years beginning after November 15, 2007. We
     are currently evaluating the effect that SFAS No. 157 and SFAS No. 159 will
     have on our future financial position, results of operations and operating
     cash flows.

     In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
     Defined Benefit Pension and Other Postretirement Plans -- An Amendment of
     FASB Statements No. 87, 88, 106, and 132R." This standard requires an
     employer to: (a) recognize in its statement of financial position an asset
     for a plan's overfunded status or a liability for a plan's underfunded
     status; (b) measure a plan's assets and its obligations that determine its
     funded status as of the end of the employer's fiscal year (with limited
     exceptions); and (c) recognize changes in the funded status of a defined
     benefit postretirement plan in the year in which the changes occur. Those
     changes will be reported in comprehensive income. The requirement to
     recognize the funded status of a benefit plan and the disclosure
     requirements are effective as of the end of the

                                       18
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

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

     fiscal year ending after December 15, 2006. The requirement to measure plan
     assets and benefit obligations as of the date of the employer's fiscal
     year-end statement of financial position is effective for fiscal years
     ending after December 15, 2008. The adoption of FAS 158 is not anticipated
     to have a material impact on the Company's financial position or results of
     operations.

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

     Property and equipment is summarized as follows:

                                                           December 31,
                                                    --------------------------
                                                       2007            2006
                                                    ----------      ----------
          Leasehold improvements                    $   30,557      $   24,762
          Equipment, furniture and fixtures            477,477         375,118
                                                    ----------      ----------
                                                       508,034         399,880
          Less: Accumulated depreciation               237,857         134,931
                                                    ----------      ----------
             Property and equipment, net            $  270,177      $  264,949
                                                    ==========      ==========


     Depreciation and amortization expense for the years ended December 31, 2007
     and 2006 was $102,926 and $78,449, respectively.

NOTE 4 - NOTES AND 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, 2007, the Company determined that
     value of the debenture was significantly impaired and the entire debenture,
     including the accrued interest income for 2007 and 2006, 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 YA Global (f/k/a 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. During the year ended December 31, 2007, the
     Company converted $61,500 of principal into 4,573,788 shares of Class A
     Common Stock of Voyager One. In May 2007 the Company assigned all of its
     rights to the Voyager securities to THI, Inc. for $184,387 and received a
     $13,000 down payment and promissory note for $171,387. The promissory note
     is payable in equal monthly installments of $8,500 per month and bears
     interest at 5% per annum.

                                       19
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

NOTE 4 - NOTES AND CONVERTIBLE DEBENTURES RECEIVABLE (CONTINUED)
----------------------------------------------------------------

     The note is collateralized by the assigned Voyager securities. At December
     31, 2007, the aggregate value of the note receivable plus accrued interest
     income is $66,471. At December 31, 2006, the aggregate value of the
     debentures plus deferred interest income was $243,778.

NOTE 5 - 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.

     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.

     On February 27, 2006, Trey Resources' wholly owned subsidiary, SWK
     Technologies, Inc. completed the acquisition of certain assets of Wolen
     Katz. Wolen Katz was an authorized reseller for Sage Software's ABRA HRMS
     software solution and an authorized reseller of Employee Based Systems' E-Z
     Product line. As a result of the acquisition, Ms. Jodie Katz, the sole
     proprietor of Wolen Katz Associates, was issued, in exchange for certain
     assets of Wolen Katz, 4,347,825 unregistered shares of Trey Resources'
     Class A Common Stock, valued at $40,000. In connection with the acquisition
     of Wolen Katz, the Company agreed to pay Ms. Katz $12,000 payable in twelve
     (12) equal monthly installments commencing on the 90th day following the
     Closing Date. At December 31, 2007 and 2006, the outstanding balance was $0
     and $5,000, respectively.

     On June 2, 2006, Trey Resources' wholly owned subsidiary, SWK Technologies,
     Inc. completed the acquisition of certain assets of AMP-Best Consulting.
     AMP-Best Consulting was an information technology company, a value added
     reseller, and master developer of the Sage Software family of products.
     Among the solutions they sold and supported are: Sage MAS 500 ERP, Sage MAS
     90, 200, and 200 SQL, Sage BusinessWorks, Sage MIP, Sage Abra, ACT! by
     Sage, Sage CRM, Sage FAS Asset Accounting and JobOps. As a result of the
     acquisition, Patrick Anson, Crandall Melvin III and Michelle Paparo
     collectively were issued 6,000,000 unregistered shares of Trey Resources'
     Class A Common Stock, valued at $75,000. In addition, the SWK Technologies
     paid an aggregate of $85,000 at the closing and issued a $380,000
     promissory note to Crandall Melvin III. Payments on the promissory note
     commence 120 days from the closing and are for a term of 5 years. The
     aggregate amount of consideration paid at the

                                       20
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

NOTE 5 - GOODWILL AND INTANGIBLES (CONTINUED)
---------------------------------------------

     closing of $540,000 was reduced by assets acquired of $6,519 and $533,481
     was recorded as other intangible assets, customer list and are being
     amortized over a three year period.

     These acquisitions are being valued by the strength of the client lists and
     as such have been reviewed for impairment. At December 31, 2007 and 2006,
     management determined that the goodwill should be impaired by $0 and
     $700,940, respectively 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.

     Intangible assets consist of the following:

                                                              December 31,
                                                       ------------------------
                                                          2007           2006
                                                       ---------      ---------
          Intangible Assets, customer lists            $ 593,231      $ 585,481
          Less: accumulated amortization                (294,550)       (97,580)
                                                       ---------      ---------
          Intangible assets, net                       $ 298,681      $ 487,901
                                                       =========      =========

     Amortization expense for the year ended December 31, 2007 and 2006 was
     $196,970 and $97,580, respectively.

     The weighted average amortization period is 2.2 years. The estimated
     aggregate amortization expense for each of the succeeding periods is as
     follows:

                               2008               $197,743
                               2009                100,164
                               2010                    774
                                                  --------
                                                  $298,681
                                                  ========

NOTE 6 - 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%
                                                               ====

     As of December 31, 2007, the Company has net operating loss carry forwards
     of approximately $6,517,000 that can be utilized to offset future taxable
     income for Federal income tax purposes through 2026. 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.

                                       21
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

NOTE 6 - INCOME TAXES (CONTINUED)
---------------------------------

     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.

     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,
                                                    --------------------------
                                                        2007           2006
                                                    -----------    -----------
          Deferred Tax Asset                        $ 3,040,000    $ 2,450,000
          Less:  Valuation Allowance                 (3,040,000)    (2,450,000)
          Net Deferred Tax Assets                   $      --      $      --
                                                    ===========    ===========

     Net operating loss carry forwards expire starting in 2024 through 2026.

     Deferred income taxes are determined using the liability method for the
     temporary differences between the financial reporting basis and income tax
     basis of the Company's assets and liabilities. Deferred income taxes will
     be measured based on the tax rates expected to be in effect when the
     temporary differences are included in the Company's tax return. Deferred
     tax assets and liabilities are recognized based on anticipated future tax
     consequences attributable to differences between financial statement
     carrying amounts of assets and liabilities and their respective tax bases.

NOTE 7 - NOTES PAYABLE
----------------------

     In January 2005, the Company issued the ninth promissory note payable to YA
     Global Investments LP. (f/k/a. Cornell Capital Partners, LP.) ("YA Global")
     for $1,150,000 for advances on the equity-line financing agreement entered
     into with YA Global 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 a promissory note payable to YA Global
     for $200,000 for advances on the equity-line financing agreement entered
     into with YA Global 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, 2007, SWK Technologies, Inc. repaid
     $472,000 and borrowed and additional $635,000 on its line of credit with
     Fleet National Bank, a Bank of America Company. The secured line of credit
     bears interest at prime plus 1% (8.75% at

                                       22
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

NOTE 7 - NOTES PAYABLE (CONTINUED)
----------------------------------

     December 31, 2007) 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,
     2007, the aggregate balance of the line of credit is $185,000. Interest
     payments during the years ended December 31, 2007 and 2006 were $4,643 and
     $12,076, respectively.

     On December 30, 2005, the various promissory notes payable to YA Global
     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 YA Global as discussed in Note 10.

NOTE 8 - DUE TO RELATED PARTIES
-------------------------------

     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 unaccountable travel
     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, 2007 and 2006,
     representing unpaid salary, unpaid expense and auto allowances and the
     one-time payment in connection with the Spin-off totaled $802,704 and
     $859,090, respectively.

     Pursuant to the employment contract dated September 15, 2003 between the
     Company and Mark Meller, the President, Chief Executive Officer and Chief
     Financial Officer of Trey Resources, Mr. Meller is to receive a salary of
     $180,000 per year subject to 10% increases every year thereafter, as well
     as a monthly unaccountable travel expense allowance of $600 and an auto
     allowance of $800. Also, pursuant to the employment contract dated
     September 15, 2003 between the Company and Mr. Meller, following the
     completion of the Spin-off from its former parent company, iVoice Inc.,
     which occurred on February 11, 2004, Mr. Meller is entitled to receive a
     one-time payment of $350,000. In addition, Mr. Meller was awarded a cash
     bonus of $114,800 on September 14, 2004. During the year ending December
     31, 2006, Mr. Meller received $125,000 cash payments and $37,289 of the
     Company's Class A Common Stock as approved by the Board of Directors as
     repayment of his accrued compensation.

     Total amounts owed to Mr. Meller at December 31, 2007 and 2006,
     representing unpaid salary, unpaid expense and auto allowances, and the
     one-time payment in connection with the Spin-off, totaled $605,689 and
     $526,820, respectively.

                                       23
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

NOTE 8 - DUE TO RELATED PARTIES (CONTINUED)
-------------------------------------------

     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.

NOTE 9 - NOTES PAYABLE 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, the 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 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. During the year
     ending December 31, 2006, Mr. Mahoney received $129,000 cash payment and
     $95,182 of the Company's Class A Common Stock, both of which were applied
     to the principal of the loan. At December 31, 2007 and 2006, the principal
     balance on this note was $89,125 and $25,819, respectively and accrued
     interest was $66,616 and $48,576, respectively.

     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, 2007 and 2006, the outstanding balance to Mr. Berman was
     $6,942 and $12,109, respectively.

                                       24
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

NOTE 9 - NOTES PAYABLE TO RELATED PARTIES (CONTINUED)
-----------------------------------------------------

     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, 2007 and 2006, the outstanding balance to Mr. Berman was
     $6,942 and $12,109, respectively.

     In connection with the acquisition of Wolen Katz, the Company agreed to pay
     Ms. Katz $12,000 payable in twelve (12) equal monthly installments
     commencing on the 90th day following the closing date. At December 31,
     2006, the outstanding balance to Ms. Katz was $5,000. This amount was
     repaid during 2007.

     In connection with the acquisition of AMP-Best, the Company agreed to
     collect some outstanding receivables and to pay some outstanding payables
     of the previous company. At December 31, 2007 and 2006, the outstanding
     balance due to the previous owners of AMP-Best was $0 and $33,497,
     respectively.

     Pursuant to the asset purchase agreement with AMP-Best, SWK Technologies,
     Inc. issued a $380,000 promissory note to Crandall Melvin III. The note
     carries an interest rate of 7.75% and is payable in 60 monthly payments,
     commencing 120 days from the closing. As of December 31, 2007 and 2006, the
     principal balance on the note is $304,104 and $371,386, respectively.

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

     In January 2003, the Company entered into subscription agreements 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.

     Pursuant to the subscription agreements set forth above, on March 25, 2003,
     the Company issued $40,000 in 5% convertible debentures and on September
     19, 2003, the Company issued an additional $100,000 in 5% convertible
     debentures to the private investors under the subscription agreement. The
     20% beneficial conversion feature was previously recorded as prepaid
     financing costs, until such time as the Company's Class A common stock into
     which the debentures are convertible was registered and deemed effective by
     the U.S Securities and Exchange Commission. The Company completed the
     effective registration of the Company's common stock, and any amounts
     capitalized have been charged to expense in accordance with EITF Issue
     98-5. During the year ended December 31, 2007, no additional payments have
     been made on these outstanding convertible debentures. Total outstanding
     principal balance of the convertible debentures as of December 31, 2007 and
     2006 was $15,000, plus accrued interest of $4,673 and $3,923, respectively.

     On December 30, 2005, the Company entered into a Securities Purchase
     Agreement with YA Global (f/k/a 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

                                       25
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

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

     Convertible Debentures were issued on December 30, 2005 for an aggregate of
     $1,759,047. A portion of this financing was used to convert promissory
     notes and accrued interest therefrom equal to $1,159,047 into new secured
     convertible debentures and the balance was new financing in the form of
     secured convertible debentures equal to $600,000 with interest payable at
     the rate of 7.5% per annum to be issued and sold on the closing of this
     Securities Purchase Agreement and a second secured convertible debenture
     equal to $600,000 with interest payable at the rate of 7.5% per annum to be
     issued and sold two business days prior to the filing of the registration
     statement that will register the common stock shares issuable upon
     conversion of the secured convertible debentures. On May 2, 2006, the
     second $600,000 was funded 2 business days prior to the date the
     registration statement was 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 on the 2005
     debentures, (the Company is currently in the process of renegotiating an
     extension of these notes and have included them in the current liabilities
     section of the consolidated balance sheets at December 31, 2007) and May 2,
     2008 for the 2006 debenture. 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
     interest 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 owing, shall be due and payable in cash,
     provided however, the holder of the debenture may request payment of such
     amounts in Common Stock of the Obligor at the Conversion Price then
     in-effect. A holder of the debenture 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 of the debenture 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 of the debenture meets all restrictions and that
     the Company does not enter into default, then the Company would expect to
     issue approximately 344,000,000 shares of Common Stock in settlement of the
     three secured convertible debentures, over the life of these debentures at
     the current Conversion Price of $.0075.

     During the year ended December 31, 2007, the Company issued 2,280,649,779
     shares of Class A common stock for repayment of $642,250 of principal on
     the convertible debenture held by YA Global Investments (f.k.a. Cornell
     Capital Partners, LP).

     The aggregate principal value of the Cornell debentures is $1,661,600. This
     amount is shown net of the unamortized portion of the discount on
     conversion of $73,393. This discount is being amortized over the life of
     the debenture and is being recorded as a charge to amortization of discount
     on debt conversion on the consolidated statements of operations.

                                       26
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

NOTE 11 - DERIVATIVE LIABILITY
------------------------------

     In accordance with SFAS 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
     HEDGING ACTIVITIES" and EITF 00-19, "ACCOUNTING FOR DERIVATIVE FINANCIAL
     INSTRUMENTS INDEXED TO, AND POTENTIALLY SETTLED IN, A COMPANY'S OWN STOCK",
     the conversion feature associated with the Cornell Secured Convertible
     Debentures represents embedded derivatives. As such, the Company had
     recognized embedded derivatives in the amount of $1,946,936 as a liability
     in the accompanying consolidated balance sheet, and it is now measured at
     its estimated fair value of $216,497 and $1,141,709 as of December 31, 2007
     and 2006, respectively. In addition the Company issued $4 million warrants
     which were valued at $75,450 and are not subject to revaluation. These
     warrants are include in the consolidated balance sheets as warrant
     liability. The estimated fair value of the embedded derivative has been
     calculated based on a Black-Scholes pricing model using the following
     assumptions:

                                              2007                  2006
                                              ----                  ----
          Fair market value of stock         $0.0002              $0.00550
          Exercise price                     $0.00018             $0.00495
          Dividend yield                      0.00%                 0.00%
          Risk free interest rate             4.00%                 4.00%
          Expected volatility               210.62%               101.47%
          Expected life                0.00 to 1.63 Years    0.00 to 1.63 years

NOTE 12 - COMMITMENTS AND CONTINGENCIES
---------------------------------------

     The Company does not own any real property for use in its operations or
     otherwise. On June 10, 2005, the Company consolidated its 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, it sublets
     1,090 square feet of space in Clifton, NJ at a monthly rent of $1,998.
     Effective March 15, 2005, the Company 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, 2007, the Company entered into a one-year
     lease for office space at 1902 Wright Place, Carlsbad, CA 92008, at a
     monthly rent of $567. On June 2, 2006, the Company entered into a two-year
     lease for office space at 6834 Buckley Road, North Syracuse, New York at a
     monthly rent of $1,800. The Company uses its facilities to house its
     corporate headquarters and operations and believe that these facilities are
     suitable for such purpose. The Company maintains a good relationship with
     its landlords and believes that these facilities will be adequate for the
     foreseeable future. Total rent expense under these operating leases for the
     year ended December 31, 2007 and 2006 was $203,290 and $207,356,
     respectively.

     See Notes 9 and 10 to the Financial Statements for information related to
     the employment agreements between Jerome Mahoney and Mark Meller.

     The Company has entered into subscription agreements with certain
     purchasers for the sale of $140,000 in convertible debentures. The
     convertible debentures are convertible into Class A common stock at the
     discretion of the holders. During 2004, the Company issued 2,444,177 shares
     of Trey's Class A common stock for repayment of $125,000 of principal. As
     of December 31, 2007, $15,000 remained due on the principal and $4,673 was
     due for accrued interest on these debentures.

                                       27
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

NOTE 12 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
---------------------------------------------------

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

     o    Kevin Whalen, a former officer of iVoice, is owed $74,000 in amounts
          due for unpaid salary from iVoice and is unrelated to the operations
          of Trey. A portion of this amount is convertible into Class A Common
          Stock of Trey calculated by dividing (x) the sum of the principal the
          obligee requests to be converted by (y) the average closing bid price
          of Class A Common Stock of Trey for the five (5) business days
          immediately preceding the conversion date. As of December 31, 2006 and
          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 12.

     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
     December 31, 2007 and 2006, the Company has incurred and accrued $198,905
     in Liquidated Damages in the in the consolidated balance sheets. There is
     no maximum stipulated in the agreement.

NOTE 13 - CAPITAL 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, 2007, the Company
     had no transactions in its Preferred Stock.

                                       28
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

NOTE 13 - CAPITAL STOCK (CONTINUED)
-----------------------------------

     CLASS A COMMON STOCK

     Class A Common Stock consists of the following as of December 31, 2007:
     10,000,000,000 shares of authorized common stock with a par value of
     $.00001, 3,119,362,422 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 ended December 31, 2007, the Company had the following
     transactions in its Class A Common Stock:

     >>   The company issued 2,280,649,779 shares of Class A common stock with a
          total value of $782,280. Of this amount $642,258 was repayment of
          principal on the convertible debenture with YA Global Investments
          (f/k/a. Cornell Capital Partners, LP). The balance of $140,022
          represents discount on conversions of principal.

     >>   The Company issued 159,724,544 shares of Class A common stock with a
          total value of $109,666 to an officer of the Company for repayment of
          a note payable. Of this amount, $30,375 was for payment of principal
          and $79,291 represents discount on conversions.

     >>   The Company issued 2,500,000 shares of Class A common stock with a
          value of $8,500 for compensation for investor relations services to
          Savant Corporation.

     >>   The Company issued 170,000,000 shares of Class A common stock with a
          total value of $137,215 to officers of the Company as repayment
          accrued salaries. Of this amount, $44,236 was for the payment of
          accrued salaries and $92,979 represents discount on conversions.

     >>   The Company issued 175,866,802 shares of Class A common stock with a
          total value of $179,575. Of this amount, $64,516 was for repayment
          legal services. The balance of $115,059 represents discount on
          conversions.

     >>   The Company issued 170,000,000 shares of Class A common stock for
          compensation and bonuses to employees of SWK Technologies, Inc.,
          valued at $137,215.

     For the year ending December 31, 2006, the company had the following
     transactions in its Class A Common Stock:

     >>   The Company issued 9,810,875 shares of Class A common stock with a
          total value of $77,569. Of this amount $55,000 was repayment of
          principal on the convertible debenture with YA Global (f/k/a Cornell
          Capital Partners, LP). The balance of $22,569 represents discount on
          conversions of principal.

                                       29
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

NOTE 13 - CAPITAL STOCK (CONTINUED)
-----------------------------------

     >>   The Company issued 4,347,826 shares of Class A common stock pursuant
          to the asset purchase agreement with Jodie Katz, valued at $40,000.

     >>   The Company issued 6,000,000 shares of Class A common stock pursuant
          to the asset purchase agreement with Patrick J. Anson, Crandall Melvin
          III and Michelle Paparo, valued at $75,000.

     >>   The Company issued 16,212,208 shares of Class A common stock with a
          total value of $176,622 to officers of the Company as repayment of
          loans and accrued salaries. Of this amount, $74,577 was repayment of
          principal and $102,045 represents discount on conversions.

     >>   The Company issued 2,400,000 shares of Class A common stock with a
          total value of $30,000. Of this amount, $11,040 was for repayment
          legal services. The balance of $18,960 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 100
     to 1 with respect to Class A Common Stock. As of December 31, 2007, 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 ended December 31, 2007, 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 ended December 31, 2007, the
     company had no transactions in its Class C Common Stock.

NOTE 14 - 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 2005 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

                                       30
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

NOTE 14 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS (CONTINUED)
----------------------------------------------------------------

     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.

     During the fiscal year ended December 31, 2007, the Company adopted the
     2007 Consultant Stock Incentive Plan (the "2007 Plan") to: (i) provide
     long-term incentives, payment in stock in lieu of cash and rewards to
     consultants, advisors, attorneys, independent contractors or agents
     ("Eligible Participants") of the Company; (ii) assist the Company in
     attracting and retaining independent contractors or agents with experience
     and/or ability on a basis competitive with industry practices; and (iii)
     associate the interests of such independent contractors or agents with
     those of the Company's stockholders. Total shares issuable under this plan
     may not exceed twenty (20) percent of the of the issued and outstanding
     shares of the Company's Class A Common Stock.

     During 2007 and 2006, the following securities were issued pursuant to the
     2004 Plan and 2007 Plan:

     >>   On March 5, 2007 the Company issued 2,500,000 shares of Class A common
          stock for investor relations to Savant Corporation.

     >>   At various times during the year ended December 31, 2007, the Company
          issued the aggregate of 170,000,000 shares of Class A common stock for
          compensation and bonuses to SWK employees.

     >>   On May 18, 2006, the Company issued 2,400,000 shares of Class A common
          stock to Meritz & Muenz LLP for legal services provided.

     >>   At various times during the year ended December 31, 2007 the Company
          issued 175,866,802 shares of Class A common stock to a Meritz & Muenz
          LLP for legal services provided.

     >>   On April 20, 2006 and September 15, 2006, the Company issued the
          aggregate of 6,900,000 shares of Class A common stock for compensation
          and bonuses to SWK employees.

     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 2007 and 2006, the following securities were issued pursuant to the
     2004 D&O Plan:

                                       31
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

NOTE 14 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS (CONTINUED)
----------------------------------------------------------------

     >>   At various times during the year ended December 31, 2007, the Company
          issued 170,000,000 shares of Class A common stock for repayment of
          accrued salaries for two officers of the Company.

     >>   At various times during the year ended December 31, 2006, the Company
          issued 16,212,208 shares of Class A common stock for repayment of
          accrued salaries for the two officers of the Company.

     Options/Warrants Outstanding

     During the years ending December 31, 2007 and 2006, the following options
     and warrants were issued pursuant to their respective agreements. Unexpired
     options and warrants outstanding are as follows as of December 31, 2007:

          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
                                                                  =========

     The following table summarizes the stock option and warrants transactions:

                                                  Stock           Weighted
                                                 Option &         Average
                                                 Warrants         Exercise
                                                Outstanding        Price
                                                -----------       --------
          Balance, January 1, 2006               7,075,000        $  .024
          Granted                                     --          $  .000
          Exercised                                   --          $  .000
          Canceled                                    --          $  .000
                                                ----------        -------
          Balance, December 31, 2006             7,075,000        $  .024

          Granted                                     --          $  .000
          Exercised                                   --          $  .000
          Canceled                                    --          $  .000
                                                ----------        -------
          Balance, December 31, 2007             7,075,000        $  .024
                                                ==========        =======
          Outstanding and Exercisable,
          December 31, 2007                      7,075,000        $  .024
                                                ==========        =======


                                       32
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2007 AND 2006

NOTE 15 - 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 $4.4 million, as of December 31, 2007. These matters raise
     substantial doubt about the Company's ability to continue as a going
     concern. The recoverability of a major portion of the recorded asset
     amounts shown in the accompanying consolidated balance sheet is dependent
     upon continued operations of the Company, which in turn, is dependent upon
     the Company's ability to raise capital and/or generate positive cash flows
     from operations.

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

     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 16 - SUBSEQUENT EVENTS

     >>   During the period from January 1, 2008 through March 26, 2008, the
          Company issued 626,111,111 shares of its Class A common stock to YA
          Global (f/k/a Cornell Capital Partners) for $70,100 repayment of
          principal on the convertible debentures payable.




                                       33