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

                                   FORM 10-KSB

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the fiscal year ended December 31, 2004

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

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


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

  293 EISENHOWER PARKWAY, LIVINGSTON, NJ                               07039
 (Address of principal executive offices)                           (Zip Code)

Issuer's telephone number (973) 758-9555

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

         Securities registered under Section 12(g) of the Exchange Act:
                          Class A Common, No Par Value

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. [ ]

Issuer's revenues for its most recent fiscal year. $1,703,281

As of March 21, 2005, the Registrant had 54,578,072 shares of Class A, $.00001
par value common stock outstanding. The aggregate market value of the voting
stock held by non-affiliates as of that date based upon the average bid and ask
prices on that date was $1,473,608

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

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                                       1
<PAGE>

                                     PART I

Item 1. Description of business                                                3
Item 2. Description of property                                               15
Item 3. Legal proceedings                                                     16
Item 4. Submission of matters to a vote of security holders                   16

                                     PART II

Item 5. Market for common equity and related stockholder matters.             16
Item 6. Management's discussion and analysis or plan of operations.           21
Item 7. Financial statements                                                  27
Item 8A. Controls & Procedures                                                27

                                    PART III

Item 9. Directors, executive officers, promoters and control persons,
        compliance with Section 16(a) of the Exchange Act                     29
Item 10.Executive compensation.                                               30
Item 11.Security ownership of certain beneficial owners and management        32
Item 12.Certain relationships and related transactions                        35

                                     PART IV

Item 13.Exhibits and reports on Form 8-K                                      39
Item 15. Principal Accountant Fees and Services                               42


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                                     PART I

ITEM 1. 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 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 Best 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 Best 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.

         Our principal offices and facilities are located at 293 Eisenhower
Parkway, 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 financial
accounting solutions across a broad spectrum of industries focused on
manufacturing and distribution. We specialize in

                                       3
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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.

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.
------------------------------

         More than 40% of our total revenue is generated from the resale of
accounting software published by Best Software, Inc. (Best) 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. 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 5 employees who serve as class instructors and
have formal, specific training in the topics

                                       4
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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 Best 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 5 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 4 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 Best Software's market-leading MAS family of accounting
software products with a feature rich product that is easy to use. MAPADOC
provides the user with dramatically decreased data entry time, elimination of
redundant steps, the lowering paper and postage costs, the reduction of time
spent typing, signing, checking and approving documents and the ability to
self-manage EDI and to provide a level of independence that saves time and
money.

         We market our MAPADOC solutions to our existing and new small and
medium-sized business customers, and through a network of resellers. As of
December 31, 2004, we have a sales team and 5 dedicated 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
putaway are the key to WMS. The detailed setup and processing within a WMS can
vary significantly from

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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(TM) 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 small and
medium-sized business customers. As of December 31, 2004, we have 5 dedicated
salespeople and 2 dedicated 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 Best Software. They are Microsoft
Certified Systems Engineers and Microsoft Certified Professionals, and they
provide a host of services for our clients, including server implementation,
support and assistance, operation and maintenance of large central systems,
technical design of network infrastructure, technical troubleshooting for large
scale problems, network and server security, and backup, archiving, and storage
of data from servers. There are numerous competitors, both larger and smaller,
nationally and locally, with whom we compete in this market.

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

MARKETS

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

         In the financial accounting software market, we focus on providing
enterprise solutions to small- and medium-sized businesses ("SMB") with under
one hundred million dollars of annual revenue, primarily in the manufacturing
and distribution

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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 Best
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 Best products, there is no one
dominant competitor or dominant group of competitors with whom we compete for
contracts or assignments on a regular basis. There are also numerous competitors
who publish and/or resell competing product lines, such as Microsoft's Great
Plains and Solomon accounting software.

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

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

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

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

                                       7
<PAGE>

transactions. Directed picking, directed replenishment, and directed putaway 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(TM) 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
Best Software, Inc. whereby Best 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 Best Software
Authorized Training Center Agreement, , and also are party to a Master
Developers Program License Agreement.

We have also entered into an Authorized Distributor Agreement with Radio Beacon,
Inc., whereby we market and distribute Radio Beacon products in the United
States. This agreement is automatically renewable on an annual basis, and
requires no minimum payments or guarantees.

CUSTOMERS

         We market our products to private companies throughout the United
States. In the fiscal year ended December 31, 2004, the revenues generated by
our top ten customers represented approximately thirty three percent (33%) 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

                                       8
<PAGE>

control access to, and distribution of our products, documentation, and other
proprietary information.

         We own several federally registered trademarks, including "MAPADOC,"
and have a number of trademark applications pending. We have no patents or
patent applications pending.

         This Annual Report contains trademarks and trade names of Trey
Resources, Inc. and its affiliates as well as those of other companies. All
trademarks and trade names appearing in this report are the property of their
respective holders.

EMPLOYEES

         At December 31, 2004, we had approximately 19 full time employees and 3
part time employees located in two offices in New Jersey. All but two of our
current employees were formerly employees of the companies that we acquired.
Approximately 5 of our employees are engaged in sales and marketing activities
and approximately 9 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

         Certain statements in this report on Form 10-KSB contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Act of 1995. These statements are typically identified by their
inclusion of phrases such as "the Company anticipates", or "the Company
believes", or other phrases of similar meaning. These forward-looking statements
involve risks and uncertainties and other factors that may cause the actual
results, performance or achievements to differ from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Except for the historical information and statements contained in
this Report, the matters and items set forth in this Report are forward looking
statements that involve uncertainties and risks some of which are discussed at
appropriate points in the Report and are also summarized as follows:

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.

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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, 2004
and 2003, we had net losses of $2,390,705 and $397,605, respectively, and net
losses of $0.21 and $0.13 per share, respectively. Future losses are likely to
occur. Accordingly, we may experience significant liquidity and cash flow
problems because our operations may not be profitable. No assurances can be
given that we will be successful in reaching or maintaining profitable
operations.

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

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

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

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

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

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.

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

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

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

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

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

                                       11
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IF WE ARE NOT ABLE TO PROTECT OUR TRADE SECRETS THROUGH ENFORCEMENT OF OUR
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTS, THEN WE MAY NOT BE ABLE TO
COMPETE EFFECTIVELY AND WE MAY NOT BE PROFITABLE.

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

WE MAY UNINTENTIONALLY INFRINGE ON THE PROPRIETARY RIGHTS OF OTHERS.

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

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 December 31, 2004, Jerome R. Mahoney and Mark Meller, our
Non-Executive Chairman of the Board of Directors and our President,
respectively, owned approximately 43.2% and 30.4%, respectively, 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.

                                       12
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THE TREND TOWARD CONSOLIDATION IN OUR INDUSTRY MAY IMPEDE OUR ABILITY TO COMPETE
EFFECTIVELY.

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

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

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

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 President,
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 policy
on Ms. Berman, and have applications pending for a similar amount of insurance
on the lives of Mr. Roth and Mr. Berman.

FOLLOWING THE DISTRIBUTION OF OUR SHARES TO THE STOCKHOLDERS OF IVOICE, INC.,
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.

         Following the distribution of shares of our Class A common stock to the
stockholders of iVoice, Inc., as described in the registration statement on Form
SB-2 of Trey Resources, Inc. dated February 13, 2004, Inc., our Non-Executive
Chairman of the Board of Directors, Jerome R. Mahoney, will have the right to
convert $250,000 of indebtedness into 250,000 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

                                       13
<PAGE>

of the agreements governing the relationship between iVoice and us following the
distribution. Also, the appearance of conflicts, even if such conflicts do not
materialize, might adversely effect the public's perception of us following the
distribution. Furthermore, we do not have any formal procedure for resolving any
such conflicts of interest if they do arise.

OUR SECURITIES

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

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

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

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

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

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

   o  With a price of less than $5.00 per share

   o  That are not traded on a "recognized" national exchange;

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

   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

                                       14
<PAGE>

      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 December 31, 2004, approximately 3,667,038
shares of our Class A common stock could be considered "restricted securities"
and saleable only upon registration under the Securities Act of 1933, 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.
As of December 31, 2004, we had all of our remaining 9,945,421,928 authorized
shares available for future issuance, of which approximately 1,117,321,098 are
reserved.

ITEM 2. DESCRIPTION OF PROPERTY.

         We do not own any real property for use in its operations or otherwise.
Our facilities are located at 293 Eisenhower Parkway, Livingston, NJ 07039 and
777 Passaic Avenue, Clifton, NJ 07012, and consist of approximately 4,353 and
1,090 square feet of space, respectively. Our space is leased until September
2005 at a monthly rent of $8,706 and $1,908 respectively. We sub-let roughly 200
square feet of space at the Clifton, NJ office at a monthly rent of $700. We
also rent an executive suite in New York City on a month to month basis at a
monthly rent of $208. 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. On or about May 1, 2005,
we will be consolidating our two New Jersey offices and moving into 6,832 square
feet of space at 5 Regent Street, Livingston, NJ 07039 at a monthly rent of
$7,259. 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.
We believe that these facilities will be adequate for the foreseeable future.

                                       15
<PAGE>

ITEM 3. LEGAL PROCEEDINGS.

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

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

         During the fiscal year ended December 31, 2004, no matters were
submitted to a vote of security holders.

REPORTS TO SECURITY HOLDERS

         The Company is a "reporting company" and it files reports with the
Securities and Exchange Commission. In this regard, the Company files quarterly
reports on Form 10-QSB, annual reports on Form 10-KSB and as required, files
reports on Form 8-K.

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

Our executive offices are located at 293 Eisenhower Parkway, Livingston, NJ
07039 and our telephone number is (973) 758-9555.

                                     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 OTC
Bulletin Board under the symbol "TYRIA." The following table shows the high and
low closing prices for the periods indicated.


                                       16
<PAGE>

                                       High                    Low
                                       ----                    ---
        2004

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

HOLDERS OF COMMON EQUITY.

         As of December 31, 2004, the number of record holders of our common
shares was approximately 674.

DIVIDEND INFORMATION.

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

SALES OF UNREGISTERED SECURITIES.

         In the year ending December 31, 2004, the Company issued the following
unregistered securities pursuant to various exemptions from registration under
the Securities Act of 1933:

   o  During the year ended December 31, 2004, the Company issued 20,000 shares
      of Class A common stock for placement fees associated with the Equity Line
      of Credit with Cornell Capital valued at $8,000.

   o  During the year ended December 31, 2004, the Company issued 110,000 shares
      of Class A common stock with a total value of $17,600 for administrative
      and consulting services.

   o  During the year ended December 31, 2004, the Company issued 15,127,179
      shares of Class A common stock with a total value of $846,334. Of this
      amount, $800,000 was for repayment of principal and $4,024 in interest on
      outstanding notes payable, issued as advances on the equity line financing
      with Cornell Capital Partners, LP. The balance of $42,310 represents
      discount on conversions of the principal and interest on the advances on
      the equity line to common stock.

   o  During the year ended December 31, 2004, the Company issued 45,000 shares
      of Class A common stock with a total value of $18,000 for fees associated
      with the Equity Line of Credit with Cornell Capital.

                                       17
<PAGE>

   o  During the year ended December 31, 2004, the Company issued 2,444,177
      shares of its Class A common stock for the repayment of $125,000 in
      principal, $5,138 in interest and $32,535 for amortization of conversion
      discount on its 5% Convertible Debentures.

   o  During the year ended December 31, 2004, the Company issued 2,750,000
      shares of the Class A common stock with a total value of $550,000 to the
      shareholders of SWK, Inc. as consideration for the merger of SWK, Inc.
      with the Company's wholly-owned subsidiary, SWK Technologies, Inc.

   o  During the year ended December 31, 2004, the Company issued 2,064,815
      shares of Class A common stock with a total value of $111,500 as
      compensation and bonuses to certain employees of the Company's
      wholly-owned subsidiary, SWK Technologies, Inc.

   o  During the year ended December 31, 2004, the Company issued 648,149 shares
      of Class A common stock with a total value of $35,000 to the shareholder
      of Business Tech Solutions Group, Inc. as purchase price consideration for
      the acquisition of certain assets.

   o  During the year ended December 31, 2004, the Company issued 212,766 shares
      of Class A common stock with a total value of $10,000 to a consultant who
      provided accounting advisory services to the Company.

   o  During the year ended December 31, 2004, the Company issued 2,400,000
      shares of its Class A common stock with a total value of $122,400 to
      officers of the Company as repayment of accrued salaries. Of this amount,
      $42,000 was for repayment of principal and $80,400 represents discount on
      conversions.

   o  During the year ended December 31, 2004, the Company canceled 10,076
      shares of Class A common stock that were surrendered by their owner per a
      previous agreement with the Company.

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

                                       18
<PAGE>

also believes that the investors had access to the same type of information as
would be contained in a registration statement.

DESCRIPTION OF SECURITIES

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

CLASS A COMMON STOCK

         Each holder of our Class A Common Stock is entitled to one vote for
each share held of record. Holders of our Class A Common Stock have no
preemptive, subscription, conversion, or redemption rights. Upon liquidation,
dissolution or winding-up, the holders of Class A Common Stock are entitled to
receive our net assets pro rata. Each holder of Class A Common Stock is entitled
to receive ratably any dividends declared by our board of directors out of funds
legally available for the payment of dividends. We have not paid any dividends
on our Common Stock and do not contemplate doing so in the foreseeable future.
We anticipate that any earnings generated from operations will be used to
finance our growth. As of December 31, 2003, there was one record holder of
Class A Common Stock and Trey had 100 shares of Class A Common Stock issued and
outstanding. As of December 31, 2004, there are 674 record holders of Class A
Common Stock, 29,645,284 shares issued and 28,719,358 shares outstanding..

CLASS B COMMON STOCK

         Each holder 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, 2004. 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 1,000 votes for
each one share held of record. Holders of our Class C Common Stock have no
preemptive,

                                       19
<PAGE>

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, 2004. Upon
liquidation, dissolution or winding-up, the holders of Class C Common Stock are
not entitled to receive our net assets pro rata. We have not paid any dividends
on our common stock and do not contemplate doing so in the foreseeable future.
We anticipate that any earnings generated from operations will be used to
finance our growth.

PREFERRED STOCK

         Trey filed an amendment to its certificate of incorporation,
authorizing the issuance of 1,000,000 shares of Preferred Stock, par value $1.00
per share. As of December 31, 2004, 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.

                                       20
<PAGE>

         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 WARRANTS

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

         During the 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. The Board of Directors authorized the issuance of up to
2.4 million shares of Class A common stock under the Directors' and Officers'
Plan. In the first quarter of 2005, the Board of Directors increased the maximum
number of shares authorized for issuance under this plan on two occasions, once
to 6 million and a second time to a maximum of 8.3 million shares.

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

DEBT

         In January 2003, we entered into a subscription agreement with certain
purchasers to issue $250,000 in convertible debentures, with interest payable at
5% per annum. The notes are convertible into shares of our Class A common stock,
at a price equal to either (a) an amount equal to 120% of the closing bid price
for shares of Class A common stock on September 19, 2003, or (b) an amount equal
to 80% of the average of the four lowest closing bid prices of our Class A
common stock for the five (5) trading days immediately preceding the date of
conversion. At December 31, 2003, a total of $140,000 in debenture proceeds had
been received and is outstanding as of that date. At December 31, 2004, $15,000
in debenture obligations remains due and owing.

                                       21
<PAGE>

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 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 Best
Software. SWK Technologies also publishes its own proprietary supply-chain
software, the Electronic Data Interchange (EDI) solution "MAPADOC".

                                       22
<PAGE>

SWK Technologies sells services and products to various end users,
manufacturers, wholesalers and distribution industry clients located throughout
the United States.

         Management is uncertain whether it can generate sufficient cash to
sustain its operations in the next twelve months, or beyond. It is unclear
whether the acquisition of SWK, Inc, will result in a successful operating
business, and management can give no assurances that we will be able to generate
sufficient revenues to be profitable, obtain adequate capital funding or
continue as a going concern.

DECEMBER 31, 2004 COMPARED TO DECEMBER 31, 2003

         Prior to our acquisition of SWK, on June 2, 2004, all revenues reported
by Trey were derived from the license of our automatic reminder and call
initiating software products which address a business or professional
organization's need to automatically confirm pre-set appointments or meetings
with customers or clients. For the year ended December 31, 2004, the Company
reported no revenue from the sale of our Automatic Reminder software. Total
revenues for the sale of our Automatic Reminder software for the year ended
December 31, 2003 was $1,350. Until February 11, 2004, the Automatic Reminder
business had only operated as a division of iVoice, Inc. and had never operated
on a stand-alone basis. The low sales volume of the Automatic Reminder business
is attributable to the minimal resources made available by its former parent
company for the sales and marketing of the automatic reminder and call
initiating software products. Revenues for the year ended December 31, 2004,
totaling $1,703,281 represent the sales of SWK Technologies, Inc, from June 2,
2004 (the date of acquisition) through December 31, 2004, and the sales of
Business Tech Solutions Group ("BTSG") from November 11, 2004 through December
31, 2004. As such, the entire increase in sales is due to the acquisition of SWK
and BTSG.

         Except for negative gross profit for the year ending December 31, 2004
of ($9,000), from the Automatic Reminder business, resulting from the
amortization of the capitalized costs of the Automatic Reminder software
reflected in the cost of sales, the entire gross profit for the year ended
December 31, 2004 of $698,636 represent the gross profit of SWK Technologies,
Inc. from June 2, 2004 (the date of acquisition) through December 31, 2004, and
the gross profit of Business Tech Solutions Group ("BTSG") from November 11,
2004 through December 31, 2004. As a percentage of sales, gross margin was 41%
for the year ending December 31, 2004. The year ending December 31, 2003 reflect
negative gross profit of ($17,085) which is primarily the result of the
amortization of the capitalized costs of the Automatic Reminder software
reflected in the cost of sales.

         Total operating expenses were $2,666,196 for the year ending December
31, 2004, an increase of $2,306,356 over the year ending December 31, 2003 which
totaled $359,840. The increases in 2004 as compared to 2003 are as follows; a)
officers payroll increased $1,096,000 due to a $700,000 charge to expense
representing $350,000 due to each of Mark Meller, President of Trey Resources
and Jerome Mahoney, Non-Executive

                                       23
<PAGE>

Chairman of the Board, for the successful completion of the spin-off of the
company from its former parent, $147,534 in salary adjustment for Mr. Meller
pursuant to the terms and conditions of his employment agreement dated September
15, 2003, $114,800 in compensation bonus declared by the Board of Directors for
Mr. Meller, and $133,666 increase in base salary expense from 2004 to 2003; b)
bonuses for SWK management of $117,700; c) $120,000 for strategic planning and
financial consultants; d) $120,000 for legal fees related to the spin-off from
iVoice and merger with SWK, Inc.; e) $599,760 increase in operating expenses for
SWK Technologies from June 2, 2004 (the date of acquisition) through December
31, 2004 and for Business Tech Solutions Group ("BTSG") from November 11, 2004
through December 31, 2004; f) $83,852 increase in Administrative Service charges
from iVoice Inc.; g) $56,820 increase in investor relations charges; h) $71,478
increase in printing and distribution costs related to public company filings
and share distributions; i) $40,746 of net increases in other expenses primarily
related to operating a public company.

         Other expenses for the year ended December 31, 2004 were $423,145, an
increase of $402,465 over the year ending December 31, 2003. The increase
reflects the increase in write-off of financing costs of $188,250 in the current
year comprised of fees and market discount charged pursuant to the equity-line
financing agreement with Cornell Capital Partners, LP. Interest expense
increased by $158,970 on the equity-line financing debt, related party loans,
convertible debentures and trade leases. The current year also includes debt
conversion discounts of $155,245 on the Company's convertible debentures and
equity-line financing agreements. The company recorded a capital gain of
$350,000 on the sale of it's Automatic Reminder software and business to Laser
Energetics for shares of Laser Common Stock and a $250,000 5% convertible
debenture. At December 31, 2004, the Company determined that value of the Laser
debenture was significantly impaired and the entire debenture, including the
accrued interest income for 2004, was written down to zero as a provision for
doubtful accounts.

         Net loss for the year ending December 31, 2004 was $2,390,705 as
compared to a net loss of $397,605 for the year ending December 31, 2003. The
$1,993,100 increase in net loss for the year was a result of the factors
discussed above.

EMPLOYEES
---------

         As of December 31, 2004, the Company had 22 employees, of which 19 are
full-time and 3 are part-time. 20 of these employees have been acquired in the
acquisitions of SWK, Inc. and Business Tech Solutions Group.

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

         We are currently seeking additional operating income opportunities
through potential acquisitions or investments similar to the transaction with
SWK, Inc and the Business Tech Solutions Group. Such acquisitions or investments
may consume cash reserves or require additional cash or equity. Our working
capital and additional funding requirements will depend upon numerous factors,
including: (i) strategic acquisitions or

                                       24
<PAGE>

investments; (ii) an increase to current company personnel; (iii) the level of
resources that we devote to sales and marketing capabilities; (iv) technological
advances; and (v) the activities of competitors.

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

         In January, 2003, the Company entered into a subscription agreement
with certain accredited investors to issue $250,000 in convertible debentures,
with interest payable at 5% per annum. On March 31, 2003, Trey issued $40,000 in
convertible debentures to 4 individual investors under the subscription
agreement. On September 19, 2003, Trey issued $100,000 in convertible debentures
to Cornell Capital Partners pursuant to the subscription agreement. The
debentures are convertible into shares of Class A Common Stock at a price equal
to either (a) an amount equal to one hundred twenty percent (120%) of the
closing bid price of the Class A Common Stock as of the closing date of the
registration of shares or (b) an amount equal to eighty percent (80%) of the
average closing bid price of the Class A Common Stock for the four trading days
immediately preceding the conversion date. The convertible debentures have a
term of two years with all accrued interest due at the expiration of the term.
At our option, these debentures may be paid in cash or redeemed at a 20% premium
prior to April 2004. As of December 31, 2004, $15,000 remained due on the
principal and $2,469 was due for accrued interest on these debentures.

         In January 2003, as subsequently amended retroactively to January 27,
2003, Trey entered into an Equity Line of Credit Agreement. Under this
agreement, Trey may issue and sell to Cornell Capital Partners Class A Common
Stock for a total purchase price of up to $10.0 million. The purchase price for
the shares will be equal to 91% of the market price, which is defined as the
lowest closing bid price of the Class A Common Stock during the five trading
days following the notice date. A cash fee equal to six percent (6%) of the cash
proceeds of the draw down is also payable at the time of funding such fee. In
addition, Cornell Capital Partners received, as additional compensation, 45,000
shares of Class A Common Stock on February 11, 2004. As of December 31, 2004,
Trey has drawn down $1,350,000 on the Equity Line of Credit and repaid $800,000
through the issuance of Class A Common Stock.

         In connection with the acquisition of SWK, Inc. Trey has assumed a
total of $664,642 in liabilities and has borrowed an additional $35,000 from an
unrelated third party. Of the liabilities assumed, a total of $216,372 has been
repaid by Trey at the closing and the $35,000 note is being paid at the rate of
$1,500 per week. As of December 31, 2004, the balance on this note is $28,709.
On its audited financial statements for the year ending December 31, 2003, SWK,
Inc, was issued a going

                                       25
<PAGE>

concern opinion by its auditors who cited recurring losses, a deficiency of cash
flows from operations and the lack of liquidity as the basis of their opinion.

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

         Trey assumed an outstanding promissory note in the amount of $250,000
payable to Jerry Mahoney in exchange for the assets it received pursuant to the
Spin-Off of the Automatic Reminder business. This amount is related to funds
loaned to iVoice and unrelated to the operations of Trey. Trey, for value
received, promised to pay Mr. Mahoney the principal sum of $250,000 at the rate
of 9.5% per annum on the unpaid balance until paid or until default. Interest
payments are due annually. At the time of default (if any) the interest rate
shall increase to 20% until the principal balance has been paid. Under the terms
of the Promissory Note, at the option of the Note holder, principal and interest
can be converted into either (i) one share of Class B Common Stock of Trey, par
value $0.00001, for each dollar owed, (ii) the number of shares of Class A
Common Stock of Trey calculated by dividing (x) the sum of the principal and
interest that the Note holder has decided to prepay by (y) fifty percent (50%)
of the lowest issue price of Series A Common Stock since the first advance of
funds under this Note, or (iii) payment of the principal of this Note, before
any repayment of interest. At December 31, 2004, the principle on this note was
$250,000 and accrued interest was $21,017.

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

         Trey assumed an outstanding obligation to Kevin Whalen of $74,000 for
amounts due for unpaid salary from iVoice. This amount is related to services
provided to iVoice and unrelated to the operations of Trey. However, because Mr.
Whalen assisted in the preparation of the financial statements and footnotes
related to the spin-off, Trey assumed this obligation to Kevin Whalen. A portion
of the obligation is convertible into Class A Common Stock of Trey calculated by
dividing (x) the sum of the principal the obligee requests to be converted by
(y) the average closing bid price of Class A Common Stock of Trey for the five
(5) business days immediately preceding the conversion date. As of December 31,
2004, Mr. Whalen has received $4,500 in cash and $10,000 in Class A Common Stock
leaving a balance due of $59,500.

         Trey has entered into employment contracts with its Non-Executive
Chairman of the Board of Directors. As consideration, Trey agreed to pay Mr.
Mahoney the sum of $180,000 the first year with a 10% increase every year
thereafter. The employment agreement with Mr. Mahoney provides for a severance
payment to him of three hundred percent (300%), less $100, of his gross income
for services rendered to Trey in each of the five prior calendar years (or
shorter period during which Mr. Mahoney shall have

                                       26
<PAGE>

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.

         During the year ended December 31, 2004, Trey had a net increase in
cash of $342,087. Trey's principal sources and uses of funds were as follows:

         CASH USED BY OPERATING ACTIVITIES. Trey used $1,019,036 in cash for
operating activities in the year ended December 31, 2004 an increase of $953,353
as compared to $65,683 in cash used for operating activities in the year ended
December 31, 2003. The increase is primarily the result of the loss from
operations sustained by the Company in the current year. The company accrued a
total of $1,278,450 to related parties which represented accrued salaries,
expense reimbursements, interest on unpaid obligations, $114,800 bonus to Mr.
Meller, and two one-time payments of $350,000 each to Mr. Mahoney and Mr.
Meller, the cash payment of which has been deferred until such time as
Management believes it has sufficient resources to fund these obligations,
although the Company may make payments against these obligations, with the
consent of Messrs. Mahoney and Meller and at the direction of the Board of
Directors, in the form of the company's Class A Common Stock and/or Class B
Common Stock

         CASH PROVIDED BY INVESTING ACTIVITIES. Investing activities for the
year ended December 31, 2004 used $23,501. Of this amount, $2,437 was received
as a result of the acquisition of SWK, Inc, and Business Tech Solutions Group,
and was offset by the purchase of equipment totaling $25,938. For the year ended
December 31, 2003, the company used no cash related to investing activities.

                                       27
<PAGE>

         CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the year
ended December 31, 2004 provided a total of $1,384,624 in cash. This total
primarily consisted of $1,478,672 in notes payable proceeds representing
advances under the equity line of credit with Cornell Capital Partners and an
additional unsecured borrowing of $35,000 from an unrelated party.

ITEM 7. FINANCIAL STATEMENTS.

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

ITEM 8A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

         Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in ss.ss.240.13a-14(c) and 240.15d-14(c)) as of December
31, 2004. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were
effective in timely alerting them to the material information relating to us (or
our consolidated subsidiaries) required to be included in our periodic SEC
filings. For the fiscal year ended December 31, 2004, Mark Meller served as the
Chief Executive Officer, President, Chief Financial Officer and Director of the
Company.

CHANGES IN INTERNAL CONTROLS.

         There were no significant changes made in our internal controls during
the period covered by this report, or to our knowledge, in other factors that
could significantly affect these controls subsequent to the date of their
evaluation.














                                       28
<PAGE>

                                    PART III

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


         The Company has two directors and one principal officer. Mr. Meller has
served as President, Chief Financial Officer and Director since September 15,
2003, and as Chief Executive Officer since September 1, 2004. Mr. Mahoney has
served as a Non-Executive Chairman of the Board of Directors since January 1,
2003.

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

Jerome R. Mahoney      44     Non-Executive         1-1-03 to present
                              Chairman of
                              the Board of
                              Directors

Mark Meller            45     President, Chief      9-15-03 to present
                              Executive Officer,
                              Chief Financial
                              Officer and Director

            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, 2004, the Company
did not have an audit committee in place and has one non-executive member of the
Board of Directors.

            For the year ended December 31, 2004, the Board held seven meetings.
In addition, the Board acted thru written unanimous consent in lieu of a meeting
on twenty-four occasions to issue shares pursuant to the terms and conditions of
the Standby Equity Line of Credit, and on twelve occasions to issue shares
pursuant to the terms and conditions of the Company's outstanding convertible
debentures.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

         We are not aware of any officer or director that did not comply with
Section 16(a) of the Securities Exchange Act of 1934 during the fiscal year
ended December 31, 2003, except for Jerome R. Mahoney and Mark Meller, who were
late in filing Form 4, but will be filed shortly.









                                       29
<PAGE>

BUSINESS EXPERIENCE

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

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

CODE OF ETHICS.

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

ITEM 10. EXECUTIVE COMPENSATION.

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




                                       30
<PAGE>

                           SUMMARY COMPENSATION TABLE
<TABLE><CAPTION>
                                                             Other                     Securities
                                                             Annual     Restricted     Underlying     All Other
Name and Position(s)       Year     Salary($)  Bonus(3)   Compensation     Stock        Options      Compensation
--------------------       ----     ---------  --------   ------------     -----        -------      ------------
<S>                        <C>      <C>        <C>             <C>          <C>            <C>            <C>
Jerome R. Mahoney(1)
    Non-Executive          2004     $181,583   $350,000        $0           $0             $0             $0
     Chairman of the       2003     $180,000      $0           $0           $0             $0             $0
     Board Of Directors    2002        $0         $0           $0           $0             $0             $0

Mark Meller (2)            2004     $279,617   $464,800        $0           $0             $0             $0
   President, Chief        2003        $0         $0           $0           $0             $0             $0
   Executive Officer,      2002        $0         $0           $0           $0             $0             $0
   Chief Financial
   Officer and Director
</TABLE>

(1)   Mr. Mahoney has been serving as our Non-Executive Chairman of the Board of
      Directors since January 1, 2003.

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

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

EMPLOYMENT CONTRACTS

         The Company has entered into employment contracts with its
Non-Executive Chairman of the Board of Directors. As consideration, the Company
agreed to pay Mr. Mahoney the sum of $180,000 the first year with a 10% increase
every year thereafter. The employment agreement with Mr. Mahoney provides for a
severance payment to him of three hundred percent (300%), less $100, of his
gross income for services rendered to Trey in each of the five prior calendar
years (or shorter period during which Mr. Mahoney shall have been employed by
Trey) should his employment be terminated following a change in control, as
defined in the employment agreement. Mr. Mahoney shall also be paid the sum of
$350,000 upon the completion of the Spin-Off.

         On September 15, 2003, the Company entered into an employment agreement
with Mr. Meller. He will serve as the Company's President and Chief Financial
Officer for a term of five years. As consideration, the Company agreed to pay
Mr. Meller the sum of $180,000 the first year with a 10% increase every year
thereafter. The employment agreement with Mr. Meller provides for a severance
payment to him of three hundred percent (300%), less $100, of his gross income
for services rendered to Trey in each of the five prior calendar years (or
shorter period during which Mr. Meller shall have been employed by Trey) should
his employment be terminated following a change in control, as defined in the
employment agreement. Mr. Meller shall also be paid the sum of $350,000 upon the
completion of the Spin-Off, and compensation retroactive to August

                                       31
<PAGE>

1, 2003, at the annual rate dictated by the terms of the employment agreement,
as a result of Trey Resources acquiring SWK, Inc. on June 2, 2004. This
retroactive compensation is equal to $147,534. In addition, Mr. Meller was
awarded a cash bonus of $114,800.

         Mr. Mahoney and Mr. Meller have agreed to defer the receipt of the
$350,000 payments owed to each of them for the successful completion of the
spin-off, plus any accrued but as yet unpaid salary, bonus, or benefits, until
Management believes it has sufficient liquidity and capital resources to fund
these obligations. They have each agreed, however, to accept payment or partial
payment, from time to time, in the form of the Company's Class A Common Stock
and/or the Company's Class B Company Stock, at such time as the Board of
Directors determines to issue such shares in satisfaction of these accrued
liabilities.

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 21, 2005 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 21, 2005
there were a total of 54,801,237shares of Class A common stock outstanding. Each
share of Class A common stock and Class B common stock is entitled to one vote
on matters on which holders of common stock are eligible to vote. The column
entitled "Percentage of Total Voting Stock" shows the percentage of total voting
stock beneficially owned by each listed party.

         The number of shares beneficially owned is determined under rules
promulgated by the Securities and Exchange Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
those rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days of March 21, 2005,
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.




                                       32
<PAGE>

                            Ownership of Common Stock
<TABLE><CAPTION>
                                                                                    COMMON STOCK
                                                                                 BENEFICIALLY OWNED
                                                                           -----------------------------
NAME/ADDRESS                                    TITLE OF CLASS               NUMBER              PERCENT
-----------------------------------------       --------------------       -------------         -------
<S>                                             <C>                        <C>                   <C>
Jerome R. Mahoney (Chairman)                    Class A Common Stock       89,575,263 (1)         43.2%
c/o Trey Resources, Inc.
293 Eisenhower Parkway
Livingston, New Jersey  07039

Mark Meller (President)                         Class A Common Stock       63,108,565 (2)         30.4%
c/o Trey Resources, Inc.
293 Eisenhower Parkway
Livingston, New Jersey  07039

Director and executive officer as a group       Class A Common Stock      152,683,828             73.6%
</TABLE>
____________________________________
(1)   Includes a) 63,080,239 shares of our Class A common stock issuable upon
      conversion of $659,189 due to related party accounts with Mr. Mahoney and
      (b) 26,495,024 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 are 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 $276,873 includes principle and
      interest through 3/21/05. 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 63,108,565 shares of our Class A common stock issuable upon
      conversion of $659,485 due to related party accounts with Mr. Meller.
      These figures assume that Class B Common Stock are issued to satisfy these
      obligations, and such Class B Common Stock shares are subsequently
      converted to shares of Class A Common Stock. Pursuant to an agreement
      between the Company and Mr. Meller, Mr. Meller may, at any time, convert
      amounts owed to him for monies thereon into (i) one share of our Class B
      common stock for each dollar owed, (ii) the number of shares of our Class
      A common stock calculated by dividing (x) the sum of the amount being
      prepaid by (y) 50% of the lowest issue price of shares of our Class A
      common stock since the first advance of funds under such amounts due.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

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

                                       33
<PAGE>

         The following table sets forth information as of December 31, 2004 with
respect to compensation plans (including individual compensation arrangements)
under which our common shares are authorized for issuance, aggregated as
follows:

   All compensation plans previously approved by security holders; and

   All compensation plans not previously approved by security holders.

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

Equity compensation plans
not approved by security
holders.                               75,000(1)                    $0.07                          0

Total                                  75,000                       $0.07                          0
</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.

















                                       34
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

RELATED PARTY NOTES AND ACCOUNTS DUE

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

         Pursuant to the employment contract dated January 1, 2003 between the
Company and Jerome Mahoney, the Non-Executive Chairman of the Board, Mr. Mahoney
is to receive a salary of $180,000 per year subject to 10% increases every year
thereafter as well as a monthly expense allowance of $600 and an auto allowance
of $800. Also, pursuant to the employment contract with Mr. Mahoney, following
the completion of the spin-off from its former parent company, iVoice Inc.,
which occurred on February 13, 2004, Mr. Mahoney is entitled to receive a
one-time payment of $350,000.

         Total amounts owed to Mr. Mahoney at December 31, 2004, representing
unpaid salary, unpaid expense and auto allowances, the one-time payment in
connection with the spin-off, liabilities assumed in the spin-off transaction
and interest on the liabilities assumed in the spin-off totaled $937,457.

         Pursuant to the employment contract dated September 15, 2003 between
the Company and Mark Meller, the President of Trey Resources, Mr. Meller is to
receive a salary of $180,000 per year subject to 10% increases every year
thereafter as well as a monthly expense allowance of $600 and an auto allowance
of $800. Also, pursuant to the employment contract dated September 15, 2003
between the Company and Mr. Meller, following the completion of the spin-off
from its former parent company, iVoice Inc., which occurred on February 13,
2004, Mr. Meller is entitled to receive a one-time payment of $350,000 and
compensation retroactive to August 1, 2003, at the annual rate dictated by the
terms of the employment agreement, as a result of Trey Resources acquiring SWK,
Inc. on June 2, 2004. This retroactive compensation is equal to $147,534. In
addition, Mr. Meller was awarded a cash bonus of $114,800.The bonus has been
accrued but has not as yet been paid.

         Total amounts owed to Mr. Meller at December 31, 2004, representing
unpaid salary, unpaid expense and auto allowances, and the one-time payment in
connection with the spin-off, totaled $666,736.

                                       35
<PAGE>

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

         In connection with the acquisition of SWK, Inc, the Company assumed a
note payable to Gary Berman, a former shareholder of SWK, Inc. and current
shareholder of Trey. On April 1, 2004, Mr. Berman loaned the company $25,000
pursuant to the Agreement and Plan of Merger and Reorganization among Trey, SWK
and SWK Technologies, Inc. The unsecured note bears interest at 5% per annum and
is payable in bi-weekly amounts of $217. At December 31, 2004, the outstanding
balance to Mr. Berman was $21,700.

         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, 2004, the outstanding
balance to Ms. Berman was $21,700.

         In connection with the acquisition of Business Tech Solutions Group,
Inc, the Company agreed to collect the outstanding receivables of Business Tech
and to remit the collected funds to the owner of Business Tech within 30 days of
receipts. At December 31, 2004, the Company owed the Business Tech owner
$25,623.

ADMINISTRATIVE SERVICE AGREEMENTS

         At December 31, 2004, the Company owes its former parent company
iVoice, Inc. $29,265 for: a) the unpaid balance on the Administrative Service
charges; b) $9,000 for the amortization of the original purchase price of the
Automatic Reminder software; c) operating costs of $4,492; and d) interest
expense of $524 that were paid by iVoice, Inc. The general corporate expenses
allocation is primarily for cash management, selling expenses, legal,
accounting, tax, insurance, public relations, advertising, and human resources.
Some of these operating expenses have been incurred by iVoice and represent
costs specifically related to the operation and spin-off of Trey from iVoice.
Management believes the costs of these services charged are a reasonable
representation of the costs that would have been incurred if the Company had
performed these functions as a stand - alone company.

                                       36
<PAGE>

         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.

SPIN-OFF OF AUTOMATIC REMINDER BUSINESS

         In September 2003, iVoice, Inc. announced its intention to distribute
to iVoice stockholders 100% of its shares of the Class A Common Stock of Trey
Resources, Inc., its wholly-owned subsidiary which operated the Automated
Reminder business, upon the effectiveness of required Securities and Exchange
Commission filings and final approval by its Board of Directors of the terms and
conditions of the distribution, as described in the registration statement on
Form SB-2 of Trey Resources, initially filed with the Securities and Exchange
Commission on October 3, 2003. It was intended that Trey Resources would own and
operate the Automatic Reminder software business as an independent publicly
traded entity following the distribution.

         Trey Resources issued $40,000 in convertible debentures to The May
Davis Group in March 2003, and $100,000 in convertible debentures to Cornell
Capital Partners in September 2003. These debentures are convertible into shares
of Class A common stock of Trey Resources at a price equal to either (a) an
amount equal to 120% of the closing bid price of the Class A common stock of
Trey Resources as of the date of the distribution to our stockholders of shares
of Class A common stock of Trey Resources or (b) an amount equal to 80% of the
average closing bid price of the Class A common stock of Trey Resources 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. At Trey Resources'
option, these debentures may be paid in cash or redeemed at a 20% premium prior
to April 2004.

         In January 2003, Trey Resources entered into an equity line of credit
agreement. Under this agreement, Trey Resources may issue and sell to Cornell
Capital Partners shares of its Class A common stock for a total purchase price
of up to $10.0 million. Subject to certain conditions, Trey Resources will be
entitled to commence drawing down on its equity line of credit when its Class A
common stock under the equity line of credit is registered with the Securities
and Exchange Commission and will continue for two years thereafter. The purchase
price for the shares will be equal to 91% of the market price, which is defined
as the lowest closing bid price of the Class A Common Stock of Trey Resources
during the five trading days following the notice date. A cash fee equal to six
percent (6%) of the cash proceeds of the draw down is also payable at the time
of funding.

                                       37
<PAGE>

         On October 24, 2003, Trey Resources filed with the Securities and
Exchange Commission a registration statement on Form SB-2 relating to the
registration of shares to be issued upon conversion of Trey Resource's
outstanding convertible debentures issued to The May Davis Group in March 2003
and Cornell Capital Partners in September 2003, and pursuant to an equity line
of credit agreement entered between Trey Resources and Cornell Capital Partners
in January 2003. In connection therewith, iVoice agreed to provide a full and
unconditional guaranty of the payment and performance obligations of Trey
Resources, in accordance with the terms of securities purchase agreements
between Trey Resources and the holders of the convertible debentures, which
cannot be discharged, except by complete performance of the obligations under
the securities purchase agreements and the related documents. Under the
guaranty, if Trey Resources defaults in payment or performance of any of its
obligations under the convertible debentures, iVoice is required to pay or
perform such obligations upon two days' written notice or demand by the holders
of the convertible debentures and to take an advance under the Equity Line of
Credit on the day of any such default, in the amount of $250,000 in order to
repay to the principal amount of the convertible debentures plus $50,000 within
seven days of default by Trey Resources. Notwithstanding anything to the
contrary, so long as the outstanding principal amount is zero or would be made
zero simultaneously with the termination, iVoice had the right to terminate the
guaranty at any time by providing written notice of such termination.

         In February 2004, 100% of the shares of Class A Common Stock of Trey
Resources was distributed to the shareholders of iVoice according to terms
listed above.




                                       38
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(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       Bylaws of Trey Industries, Inc (incorporated herein by reference to
          3.2 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 September 19,
          2005 issued to Cornell Capital Partners, L.P. (incorporated herein by
          reference to Exhibit 4.1 of the registration statement on Form SB-2,
          filed with the SEC on November 25, 2003).

4.2       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).

4.3       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).

4.4       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).

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

                                       39
<PAGE>

10.01     Equity Line of Credit Agreement dated January 27, 2003 between iVoice
          Acquisition 1, Inc. and Cornell Capital Partners, L.P. (incorporated
          herein by reference to Exhibit 10.1 to the Registration Statement on
          Form SB-2 filed on December 22, 2003).

10.02     Securities Purchase Agreement dated January 27, 2003 between iVoice
          Acquisition 1, Inc. and Cornell Capital Partners, L.P. (incorporated
          herein by reference to Exhibit 10.2 to the Registration Statement on
          Form SB-2 filed on November 25, 2003).

10.03     Escrow Agreement dated as of June 2002 among iVoice Acquisition 1,
          Inc., Cornell Capital Partners, L.P., Butler Gonzalez LLP
          (incorporated herein by reference to Exhibit 10.3 to the Registration
          Statement on Form SB-2 filed on November 25, 2003).

10.04     Registration Rights Agreement dated January 27, 2003 between iVoice
          Acquisition 1, Inc. and Cornell Capital Partners, L.P. (incorporated
          herein by reference to Exhibit 10.4 to the Registration Statement on
          Form SB-2 filed on November 25, 2003).

10.05     Escrow Agreement, dated January 27, 2003, between iVoice Acquisition
          1, Inc., The May Davis Group Inc. and Butler Gonzalez LLP
          (incorporated herein by reference to Exhibit 10.5 to the Registration
          Statement on Form SB-2 filed on November 25, 2003).

10.06     Investor Registration Rights Agreement dated June 2002 between iVoice
          Acquisition 1, Inc. and the buyers identified therein (incorporated
          herein by reference to Exhibit 10.6 to the Registration Statement on
          Form SB-2 filed on November 25, 2003).

10.07     Guaranty by iVoice, Inc. in favor of holders of Convertible Debt of
          Trey Resources, Inc. (incorporated herein by reference to Exhibit
          10.33 of the Registration Statement on Form SB-2 filed on November 25,
          2003).

10.08     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).

10.09     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).

                                       40
<PAGE>

10.10     Administrative Services Agreement, dated February 22, 2003, between
          iVoice Inc. and iVoice Acquisition 1, Inc. (incorporated herein by
          reference to Exhibit 10.10 of the Registration Statement on Form SB-2
          filed on November 25, 2003).

13.1      Form 10-QSB for the quarter ending June 30, 2004 incorporated by
          reference and previously filed with the Commission.

13.2      Form 10-QSB for the quarter ending September 30, 2004 incorporated by
          reference and previously filed with the Commission.

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

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

-------------
*  Filed herewith


(B) REPORTS ON FORM 8-K

          A report on Form 8-K was filed during the last quarter of the period
covered by this Report on November 19, 2004 relating to the acquisition of
certain assets of Business Tech Solutions Group, Inc.






                                       41
<PAGE>

ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

          SERVICES                               2004                2003
          --------                               ----                ----

          Audit Fees                           $20,750             $10,875
          Audit - Related Fees                     --                  --
          Tax fees                              $2,000               $350
          All Other Fees                           --                  --
          Total                                $22,750             $11,225

          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.

     Dated:    March 31, 2005             Trey Resources, Inc..

                                          By: /s/ Mark Meller
                                          --------------------------------
                                          Mark Meller
                                          President, Chief Executive Officer
                                          and Chief Financial Officer


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



By:  /s/ Mark Meller                                        March 31, 2005
     ----------------------------
     Mark Meller
     President, Chief Executive Officer,
     Chief Financial Officer and Director



By:  /s/ Jerome Mahoney                                     March 31, 2005
     ----------------------------
     Jerome Mahoney
     Non-Executive Chairman of the Board
     and Director







                                       43
<PAGE>

                                INDEX OF EXHIBITS

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

3.2       Bylaws of Trey Industries, Inc (incorporated herein by reference to
          3.2 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 September 19,
          2005 issued to Cornell Capital Partners, L.P. (incorporated herein by
          reference to Exhibit 4.1 of the registration statement on Form SB-2,
          filed with the SEC on November 25, 2003).

4.2       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).

4.3       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).

4.4       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).

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

10.01     Equity Line of Credit Agreement dated January 27, 2003 between iVoice
          Acquisition 1, Inc. and Cornell Capital Partners, L.P. (incorporated
          herein by reference to Exhibit 10.1 to the Registration Statement on
          Form SB-2 filed on December 22, 2003).

10.02     Securities Purchase Agreement dated January 27, 2003 between iVoice
          Acquisition 1, Inc. and Cornell Capital Partners, L.P. (incorporated
          herein by reference to Exhibit 10.2 to the Registration Statement on
          Form SB-2 filed on November 25, 2003).

10.03     Escrow Agreement dated as of June 2002 among iVoice Acquisition 1,
          Inc., Cornell Capital Partners, L.P., Butler Gonzalez LLP
          (incorporated herein by reference to Exhibit 10.3 to the Registration
          Statement on Form SB-2 filed on November 25, 2003).

                                       44
<PAGE>

10.04     Registration Rights Agreement dated January 27, 2003 between iVoice
          Acquisition 1, Inc. and Cornell Capital Partners, L.P. (incorporated
          herein by reference to Exhibit 10.4 to the Registration Statement on
          Form SB-2 filed on November 25, 2003).

10.05     Escrow Agreement, dated January 27, 2003, between iVoice Acquisition
          1, Inc., The May Davis Group Inc. and Butler Gonzalez LLP
          (incorporated herein by reference to Exhibit 10.5 to the Registration
          Statement on Form SB-2 filed on November 25, 2003).

10.06     Investor Registration Rights Agreement dated June 2002 between iVoice
          Acquisition 1, Inc. and the buyers identified therein (incorporated
          herein by reference to Exhibit 10.6 to the Registration Statement on
          Form SB-2 filed on November 25, 2003).

10.07     Guaranty by iVoice, Inc. in favor of holders of Convertible Debt of
          Trey Resources, Inc. (incorporated herein by reference to Exhibit
          10.33 of the Registration Statement on Form SB-2 filed on November 25,
          2003).

10.08     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).

10.09     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).

10.10     Administrative Services Agreement, dated February 22, 2003, between
          iVoice Inc. and iVoice Acquisition 1, Inc. (incorporated herein by
          reference to Exhibit 10.10 of the Registration Statement on Form SB-2
          filed on November 25, 2003).

13.1      Form 10-QSB for the quarter ending June 30, 2004 incorporated by
          reference and previously filed with the Commission.

13.2      Form 10-QSB for the quarter ending September 30, 2004 incorporated by
          reference and previously filed with the Commission.

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

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

-------------
*  Filed herewith

                                       45
<PAGE>




                              TREY RESOURCES, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003






<PAGE>

                              TREY RESOURCES, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                                    CONTENTS


                                                                         Page
                                                                         ----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                    2

CONSOLIDATED FINANCIAL STATEMENTS

     Balance Sheets                                                       3-4

     Statements of Operations                                              5

     Statements of Stockholders' Equity (Deficiency)                       6

     Statement of Accumulated Other Comprehensive Income (Loss)            7

     Statements of Cash Flows                                             8-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                               11-31









<PAGE>

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


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


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

We have audited the accompanying consolidated balance sheet of TREY RESOURCES,
INC. AND SUBSIDIARIES as of December 31, 2004 and December 31, 2003, and the
related consolidated statements of operations, stockholders' equity
(deficiency), accumulated other comprehensive income (loss) and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

The accompanying consolidated financial statements for December 31, 2004 and
December 31, 2003 have been prepared assuming the Company will continue as a
going concern. As discussed in Note 12 to the consolidated financial statements,
the Company has incurred substantial accumulated deficits. 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 12.
The consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.

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, 2004 and December 31, 2003, 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.



                                                 Bagell, Josephs & Company, LLC
Gibbsboro, New Jersey
March 24, 2005


                                       2
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------

                                                             December 31,
                                                       ------------------------
                                                          2004          2003
                                                       ----------    ----------
CURRENT ASSETS
  Cash and cash equivalents                            $  346,635    $    4,548
  Securities available for sale                            50,000           --
  Convertible debentures receivable, net of allowance
    for doubtful accounts of $252,199 and $0                  --            --
  Accounts receivable, net of allowance for
   doubtful accounts of $30,300 and $0                    273,086           --
  Due from related parties                                    --         54,586
  Prepaid expenses and other current assets                37,751        55,000
                                                       ----------    ----------
      Total current assets                                707,472       114,134
                                                       ----------    ----------

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

OTHER ASSETS
  Goodwill, net                                         1,062,040           --
      Intangible assets, net                                  --          9,000
  Deposits and other assets                                40,474           --
                                                       ----------    ----------
      Total other assets                                1,102,514         9,000
                                                       ----------    ----------
TOTAL ASSETS                                           $1,902,820    $  123,134
                                                       ==========    ==========

               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' EQUITY (DEFICIENCY)
<TABLE><CAPTION>

                                                                        December 31,
                                                                --------------------------
                                                                    2004           2003
                                                                -----------    -----------
<S>                                                             <C>            <C>
CURRENT LIABILITIES
   Accounts payable and accrued expenses                        $   632,591    $   126,267
   Due to related parties                                         1,388,064        187,200
   Current portion of obligations under capital leases               17,223            --
   Convertible debentures payable                                    17,469        140,000
   Notes payable                                                    703,357            --
   Notes payable to related parties                                 314,417            --
   Deferred revenue                                                  12,099            --
                                                                -----------    -----------
    Total current liabilities                                     3,085,220        453,467

LONG TERM DEBT
   Obligations under capital leases, net of current
    portion                                                          19,131            --
                                                                -----------    -----------
    Total liabilities                                             3,104,351        453,467
                                                                -----------    -----------
COMMITMENTS AND CONTINGENCIES - NOTE 8                                  --             --

STOCKHOLDERS' EQUITY (DEFICIENCY)
   Preferred stock, $1.00 par value; authorized
       1,000,000 shares; no shares issued and outstanding               --             --
   Common stock, Class A:
       2004 - par value $.00001; Authorized
         10,000,000,000, 29,645,284 shares issued,
         28,719,358 shares outstanding
       2003 - par value $.01; Authorized
         10,000,000,000, 100 shares issued and
         outstanding                                                    287              1
       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                                     1,916,320         35,099
   Net investment - iVoice, Inc                                         --         135,187
   Stock options and warrants granted                                 5,250            --
   Accumulated comprehensive loss                                   (50,000)           --
   Accumulated deficit                                           (3,073,388)      (500,620)
                                                                -----------    -----------
    Total stockholders' equity  (deficiency)                     (1,201,531)      (330,333)
                                                                -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)         $ 1,902,820    $   123,124
                                                                ===========    ===========
</TABLE>
               The accompanying notes are an integral part of the
                        consolidated financial statement.

                                        4
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                         For the Years Ended
                                                             December 31,
                                                     --------------------------
                                                         2004           2003
                                                     -----------    -----------
SALES, NET                                           $ 1,703,281    $     1,350

COST OF SALES                                          1,004,645         18,435
                                                     -----------    -----------
GROSS PROFIT (LOSS)                                      698,636        (17,085)
                                                     -----------    -----------
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES
    Selling expenses                                     263,735            305
    General and administrative expenses                2,386,539        358,508
    Research and development                                 --             572
    Depreciation and amortization                         15,922            455
                                                     -----------    -----------
       Total selling, general and administrative
        expenses                                       2,666,196        359,840
                                                     -----------    -----------
LOSS FROM CONTINUING OPERATIONS                       (1,967,560)      (376,925)
                                                     -----------    -----------
OTHER INCOME (EXPENSE)
    Sale of assets, net of provision for bad debt        100,000            --
    Amortization of discounts on debt conversion        (155,245)           --
    Write off of financing costs                        (202,250)       (14,000)
    Interest expense                                    (165,650)        (6,680)
                                                     -----------    -----------
       Total other expense                              (423,145)       (20,680)
                                                     -----------    -----------
LOSS BEFORE INCOME TAXES                              (2,390,705)      (397,605)

PROVISION FOR INCOME TAXES                                   --             --
                                                     -----------    -----------
NET LOSS                                             $(2,390,705)   $  (397,605)
                                                     ===========    ===========
NET LOSS PER COMMON SHARE
       Basic                                         $      (.21)   $      (.13)
                                                     ===========    ===========
       Diluted                                       $      (.21)   $      (.13)
                                                     ===========    ===========
WEIGHTED AVERAGE SHARES OUTSTANDING
       Basic  (Post Spin-Off in 2003)                 11,320,556      3,000,000
                                                     ===========    ===========
       Diluted (Post Spin-Off in 2003)                11,320,556      3,000,000
                                                     ===========    ===========

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

                                        5
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                       (DEFICIENCY) AND COMPREHENSIVE LOSS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
<TABLE><CAPTION>
                                                                                   Stock                                   Total
                                                        Additional      Net     Options and   Accumulated               Stockholders
                                 Common Stock Class A     Paid in    Investment   Warrants   Comprehensive  Accumulated    Equity
                                  SHARES      Amount      Capital   iVoice, Inc   Granted        Loss        Deficit    (Deficiency)
                                  ------      ------      -------   -----------   -------        ----        -------    ------------
<S>                             <C>           <C>       <C>          <C>          <C>         <C>          <C>           <C>
Balance at January 1, 2003             100    $    1    $       99   $ 129,601    $   --      $    --      $ (103,015)  $    26,686

Sale of convertible
 debentures                           --        --          35,000        --          --           --          35,000

Net transactions with
 iVoice, Inc                          --        --            --         5,586        --           --            --           5,586

Net loss for the year ended
 December 31, 2003                    --        --            --          --          --           --        (397,605)     (397,605)
                                ----------    ------    ----------   ---------    --------    ---------   -----------   -----------
Balance at December 31, 2003           100         1        35,099     135,187        --           --        (500,620)     (330,333)

30,000:1 stock split and
 spin off from iVoice, Inc       2,907,248        28           (28)   (135,187)       --           --        (182,063)     (317,250)

Issuance of stock on equity
 line conversion                15,127,179       152       846,182        --          --           --            --         846,334

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

Issuance of stock on
 debenture conversion            2,444,177        24       162,649        --          --           --            --         162,673

Issuance of stock on debt
 conversion                        212,766         2         9,998        --          --           --            --          10,000

Issuance of stock for
 acquisitions                    3,398,149        34       584,966        --          --           --            --         585,000

Issuance of stock for
 compensation and services       2,239,815        22       155,078        --          --           --            --         155,100

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

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

Net loss for the year ended
 December 31, 2004                    --        --            --          --          --        (50,000)   (2,390,705)   (2,440,705)
                                ----------    ------    ----------   ---------    --------    ---------   -----------   -----------
Balance at December 31, 2004    28,719,358    $  287    $1,916,320   $    --      $  5,250    $ (50,000)  $(3,073,388)  $(1,201,531)
                                ==========    ======    ==========   =========    ========    =========   ===========   ===========
</TABLE>
               The accompanying notes are an integral part of the
                        consolidated financial statement.

                                        6
<PAGE>

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


                                                                  Comprehensive
                                                                  Income (Loss)
                                                                  -------------


Balance at January 1, 2003                                         $      --

Net transactions for the year ended December 31, 2003                     --
                                                                   ----------
Balance at December 31, 2003                                              --

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
















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

                                        7
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         For the Years Ended
                                                             December 31,
                                                     --------------------------
                                                         2004           2003
                                                     -----------    -----------
CASH FLOW FROM OPERATING ACTIVITIES
   Net loss                                          $(2,390,705)   $  (397,605)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                       13,820            455
      Amortization of other intangibles                    2,102            --
      Amortization of software licenses                    9,000         18,000
      Amortization of debt conversion discounts          155,245            --
      Common stock issued for compensation and
       services                                          155,100            --
      Common stock issued for interest charges             9,162            --
      Equity recorded for stock options granted            5,250            --
      Write off debt issue costs                          55,000            --
         Net change in other comprehensive loss          (50,000)           --
      Net realized gain from sale of automatic
       reminder software                                 (50,000)           --
   Changes in certain assets and liabilities:
      Accounts receivable                               (185,488)           --
      Prepaid and other assets                           (44,476)           --
      Accounts payable and accrued expenses               12,514        313,467
      Deferred revenue                                     5,990            --
      Related party accounts for accrued
       compensation                                    1,278,450            --
                                                     -----------    -----------
   Total cash used in operating activities            (1,019,036)       (65,683)
                                                     ===========    ===========



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

                                        8
<PAGE>

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

                                                          For the Years Ended
                                                             December 31,
                                                         2004           2003
                                                      ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                    (25,938)           --
   Business acquisition, net of cash received              2,437            --
                                                      ----------     ----------
   Total cash used in investing activities               (23,501)           --
                                                      ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from related party loans                      21,017          6,481
   Repayments of related party loans                      (5,187)       (76,250)
   Proceeds from notes payable                         1,513,672            --
   Repayment of notes payable                           (152,410)           --
   Proceeds from capital leases payable                   14,102            --
   Repayment of capital leases payable                    (6,570)           --
   Proceeds from sales of convertible debentures               -        140,000
                                                      ----------     ----------
   Total cash provided by financing activities         1,384,624         70,231
                                                      ----------     ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                342,087          4,548

CASH AND EQUIVALENTS - Beginning of year                   4,548            --
                                                      ----------     ----------
CASH AND EQUIVALENTS - END OF YEAR                    $  346,635     $    4,548
                                                      ==========     ==========
CASH PAID DURING THE YEAR FOR:
   Interest expense                                   $    9,413     $      --
                                                      ==========     ==========
   Income taxes                                       $      --      $      --
                                                      ==========     ==========

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

                                        9
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the Year Ended December 31, 2004
------------------------------------

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

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

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

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

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

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

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

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


For the Year Ended December 31, 2003
------------------------------------

During the year ended December 31, 2003, the Company:

a)   On March 31, 2003 and on September 19, 2003 the Company issued $40,000 and
     $100,000 respectively, of its 5% Convertible Debentures with a 20%
     beneficial conversion feature.

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

                                       10
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

b)   Basis of Presentation
     ---------------------
     The accompanying consolidated financial statements include the accounts of
     Trey Resources, Inc. (the "Company" or "Trey") and its wholly owned
     subsidiary, SWK Technologies, Inc. On February 11, 2004, the Company was
     spun off from iVoice, Inc. and is now an independent publicly traded
     company. These consolidated financial statements have been prepared in
     accordance with accounting principles generally accepted in the United
     States for financial information and with the instructions to Form 10-QSB
     and Regulation S-B. In the opinion of management, all adjustments

                                       11
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

     (consisting only of normal recurring adjustments) considered necessary for
     a fair presentation have been included.

     Prior to its spin-off from iVoice in February 2004, the Company operated as
     a non-reporting component of iVoice, Inc. and accordingly, the results of
     operations, and cash flows of the Company for the year ending December 31,
     2003, have been derived from the consolidated financial statements and
     accounting records of iVoice, Inc., reflect significant assumptions and
     allocations and do not necessarily reflect the financial position of Trey
     Resources, Inc., had it been a stand-alone Company for that period.

     On June 2, 2004, the Company completed its acquisition of SWK, Inc through
     a merger into its wholly owned subsidiary SWK Technologies, Inc. ("SWKT").
     As such, the consolidated statement of operations for the year ending
     December 31, 2004, include the operations of SWKT from June 2, 2004 (the
     date of acquisition) though December 31, 2004.

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

     The result of operations for the year ended December 31, 2004 and 2003 are
     not necessarily indicative of the results to be expected for the full year.
     For further information, refer to the financial statements and footnotes
     included in Form 10-KSB for the year ended December 31, 2003. References to
     the "Company," "we," "us" and "our" refer to Trey Resources Inc. and its
     subsidiary.

c)   Principles of Consolidation
     ---------------------------
     The accompanying consolidated financial statements include the accounts of
     the Company and its wholly owned subsidiary. All significant intercompany
     transactions and accounts have been eliminated in consolidation.

d)   Line of Business
     ----------------
     We are business consultants for small and medium sized businesses and are
     also value-added resellers and master developers of financial accounting
     software published by Best Software. We also publish our own proprietary
     EDI software. We are a leader in 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.

                                       12
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

e)   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.

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

g)   Advertising Costs
     -----------------
     Advertising costs are expensed as incurred and are included in selling
     expenses. For the years ended December 31, 2004 and 2003, advertising
     expense amounted to $257 and $0, respectively.

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

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

j)   Concentration of Credit Risk
     ----------------------------
     The Company places its cash in what it believes to be credit-worthy
     financial institutions. However, cash balances exceeded FDIC insured levels
     at various times during the year.

     For the year ended December 31, 2004, our top ten customers had
     approximately $560,000 in sales and these represented 33% 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.

k)   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.

                                       13
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

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

m)   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.

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

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

p)   Fair Value of Financial Instruments
     -----------------------------------
     The Company estimates that the fair value of all financial instruments at
     December 31, 2004 and 2003, 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.

                                       14
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

q)   Long-Lived Assets
     -----------------
     SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
     Long-Lived Assets to be Disposed of," requires that long-lived assets and
     certain identifiable intangibles to be held and used or disposed of by an
     entity be reviewed for impairment whenever events or changes in
     circumstances indicate that the carrying amount of an asset may not be
     recoverable. The Company has adopted this statement and determined that an
     impairment loss should not be recognized for applicable assets of
     continuing operations.

r)   Stock-Based Compensation
     ------------------------
     SFAS No. 123, "Accounting for Stock-Based Compensation" establishes
     financial accounting and reporting standards for stock-based employee
     compensation plans. This statement also applies to transactions in which an
     entity issues its equity instruments to acquire goods or services from
     nonemployees. 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.

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

     The computation of basic EPS is computed by dividing income (loss)
     available to common stockholders by weighted average number of common
     shares outstanding for the year ending December 31, 2004. The number of
     shares used in the calculation for the year ending December 31, 2003,
     assumes the shares issued in connection with the Company's spin - off from
     iVoice, Inc. were issued and outstanding for those respective periods.
     Diluted earnings per share gives effect to all dilutive potential common
     shares outstanding during the period. The computation of diluted EPS does
     not assume conversion, exercise, or contingent exercise of securities that
     would have an anti-dilutive effect on earnings resulting from the Company's
     net loss position.

     The shares used in the computations are as follows:

                                                       As of December 31,
                                                    -----------------------
                                                       2004         2003
                                                    ----------    ---------
          Basic and Diluted EPS Purposes            11,320,556    3,000,000
                                                    ==========    =========

t)   Comprehensive Income
     --------------------
     SFAS No. 130, "Reporting Comprehensive Income", establishes standards for
     the reporting and display of comprehensive income and its components in the
     financial statements. The items of other comprehensive income that are
     typically required to be displayed are foreign currency items,

                                       15
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

     minimum pension liability adjustments, and unrealized gains and losses on
     certain investments in debt and equity securities.

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

     SFAS No. 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.

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

     SFAS No. 146 - "Accounting for Costs Associated with Exit or Disposal
     Activities." This Statement addresses financial accounting and reporting
     for costs associated with exit or disposal activities and nullifies EITF
     Issue No. 94-3, "Liability Recognition for Certain Employee Termination
     Benefits and Other Costs to Exit an Activity (including Certain Costs
     Incurred in a Restructuring)." The principal difference between this
     Statement and EITF 94-3 relates to its requirements for recognition of a
     liability for a cost associated with an exit or disposal activity. This
     Statement requires that a liability for a cost associated with an exit or
     disposal activity be recognized when the liability is incurred. Under EITF
     94-3, a liability was recognized at the date of an entity's commitment to
     an exit plan. This Statement is effective for exit or disposal activities
     that are initiated after December 31, 2002. The Company does not expect the
     adoption of SFAS No. 146 to have a material impact on its financial
     position or results of operations.

                                       16
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

     SFAS No. 148, "Accounting for Stock Based Compensation-Transition and
     Disclosure." This statement was issued to provide alternative methods of
     transition for a voluntary change to the fair value based method of
     accounting for stock-based employee compensation. In addition, this
     Statement amends the disclosure requirements of Statement 123 to require
     prominent disclosures in both annual and interim financial statements about
     the method of accounting for stock-based employee compensation and the
     effect of the method used on reported results. This statement is effective
     for financial statements for fiscal years ending after December 15, 2002.
     This statement does not have any impact on the Company because the Company
     does not plan to implement the fair value method.

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

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

     In May 2003, the FASB issued "SFAS 150", "Accounting for Certain Financial
     Instruments with Characteristics of both Liabilities and Equity". "SFAS
     150" requires that certain financial instruments, which under previous
     guidance were accounted for as equity, must now be accounted for as
     liabilities. The financial instruments affected include mandatorily
     redeemable stock, certain financial instruments that require or may require
     the issuer to buy back some of its shares in exchange for cash or other
     assets and certain obligations that can be settled with shares of stock.
     SFAS 150 is effective for all financial instruments entered into or
     modified after May 31, 2003, and otherwise is effective at the beginning of
     the first interim period beginning after June 15, 2003. Currently, this
     standard has no effect on the Company's financial statements.

                                       17
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 2 - PROPERTY AND EQUIPMENT

     Property and equipment is summarized as follows:

                                                         December 31,
                                                   ----------------------
                                                      2004         2003
                                                   ---------    ---------
          Leasehold improvements                   $   3,171    $     --
          Furniture and fixtures                     103,483          --
                                                   ---------    ---------
                                                     106,654          --
          Less: Accumulated depreciation              13,820          --
                                                   ---------    ---------
             Property and equipment, net           $  92,834    $     --
                                                   =========    =========

     Depreciation expense for the years ended December 31, 2004 and 2003 was
     $13,820 and $455, respectively.


NOTE 3 - 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, 2004, the Company determined that
     value of the debenture was significantly impaired and the entire debenture,
     including the accrued interest income for 2004, was written down to zero as
     a provision for doubtful accounts.


NOTE 4 - 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 Best Software's BusinessWorks financial accounting
     software. As a result of the acquisition, Business Tech Solutions Group,
     Inc.'s shareholder was issued, in exchange for certain assets of Business

                                       18
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

     Tech Solutions Group, Inc., 648,149 restricted shares of Trey Resources'
     Class A Common Stock. In addition, Business Tech also received $19,000 of
     cash at the closing. The aggregate amount of this transaction, $54,000, was
     recorded as Goodwill.

     These acquisitions are being valued by the strength of the client lists and
     as such have been reviewed for impairment at December 31, 2004. In doing
     so, management has determined that no write-down for impairment is
     required.

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

     Total goodwill amounted to $1,062,040 less accumulated amortization of $0
     at December 31, 2004.

     At December 31, 2004 and 2003, intangible assets totaled $27,000 net of
     accumulated amortization of $27,000 and $18,000, respectively.


NOTE 5 - 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                         38.7 %
          State Income Tax, Net of Federal Benefit              (4.1)%
          Effective Income Tax Rate                              0.0 %

     Prior to February 11, 2004, Trey Resources was a non-reporting entity of
     iVoice, Inc. and as such had no net operating loss carry forwards. As of
     December 31, 2004, the Company has net operating loss carry forwards of
     approximately $3,000,000 that can be utilized to offset future taxable
     income for Federal income tax purposes through 2025. Utilization of these
     net loss carry forwards is subject to the limitations of Internal Revenue
     Code Section 382. Because of the current uncertainty of realizing the
     benefit of the tax carry forward, a valuation allowance equal to the tax
     benefit for deferred taxes has been established. The full realization of
     the tax benefit associated with the carry forward depends predominantly
     upon the Company's ability to generate taxable income during the carry
     forward period.

     For state income taxes, the Company's net operating loss carry forwards
     may, if the Company is deemed eligible for the program, be reduced by
     future participation in the Technology Tax Certificate Transfer Program
     sponsored by the New Jersey Economic Development Authority and the State of
     New Jersey. Under the program, eligible businesses may sell their unused
     net-operating-loss carry forwards and unused research and development
     tax-credit carry forwards to any corporate taxpayer in the State of New
     Jersey for at least 75% of the value of the tax benefits.

                                       19
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

     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
                                                                 2004
                                                             -----------
          Net Operating Loss Carry forwards                  $   960,000
          Less:  Valuation Allowance                            (960,000)
                                                             -----------
          Net Deferred Tax Assets                            $       --
                                                             ===========

     Net operating loss carry forwards expire starting in 2007 through 2025.


NOTE 6 - NOTE PAYABLE

     In 2004, the Company issued five promissory notes payable to Cornell
     Capital Partners, LP totaling $1,350,000 for advances on the equity-line
     financing agreement entered into with Cornell in January 2003. The notes
     mature 120 days from the date of issue with interest accruing at 12% per
     annum on any balance left unpaid after the maturity date. As of December
     31, 2004, the company had issued 15,127,179 shares of Class A common stock
     with a value of $846,334 for which $800,000 was repayment of principle,
     $4,024 for payment of interest and $42,310 for amortization of conversion
     discounts. At December 31, 2004, a balance of $550,000 remained
     outstanding.

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

     On June 30, 2004, SWK Technologies, Inc. entered into an unsecured
     promissory note totaling $35,000 with Wass Associates, a New York General
     partnership. The unsecured note bears interest at 6% per annum and is due
     in full together with unpaid interest on December 31, 2004. At December 31,
     2004, the outstanding balance payable to Wass Associates totaled $28,709.


                                       20
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 7 - DUE TO RELATED PARTIES

     At December 31, 2004, the Company owes its former parent company iVoice,
     Inc. $29,265 for: a) the unpaid balance on the Administrative Service
     charges; b) $9,000 for the amortization of the original purchase price of
     the Automatic Reminder software; c) operating costs of $4,492; and d)
     interest expense of $524 that were paid by iVoice, Inc. The general
     corporate expenses allocation is primarily for cash management, selling
     expenses, legal, accounting, tax, insurance, public relations, advertising,
     and human resources. Some of these operating expenses have been incurred by
     iVoice and represent costs specifically related to the operation and
     spin-off of Trey from iVoice. Management believes the costs of these
     services charged are a reasonable representation of the costs that would
     have been incurred if the Company had performed these functions as a stand
     - alone company.

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

     Pursuant to the spin-off transaction from iVoice, the Company has assumed a
     promissory note totaling $250,000 payable to Jerry Mahoney, President and
     Chief Executive Officer of iVoice and Non- Executive Chairman of the Board
     of Trey Resources. This amount is related to funds loaned to iVoice and is
     unrelated to the operations of Trey. The note bears interest at the rate of
     9.5% per annum on the unpaid balance until paid or until default. At the
     time of default (if any) the interest rate shall increase to 20% until the
     principal balance has been paid. Under the terms of the Promissory Note, at
     the option of the Note holder, principal and interest can be converted into
     either (i) one Class B common stock share of Trey Resources, Inc., par
     value $0.00001, for each dollar owed, (ii) the number of Class A common
     stock shares of iVoice, Inc. calculated by dividing (x) the sum of the
     principal and interest that the Note holder has decided to prepay by (y)
     fifty percent (50%) of the lowest issue price of Series A common stock
     since the first advance of funds under this Note, or (iii) payment of the
     principal of this Note, before any repayment of interest. At December 31,
     2004, the principle on this note was $250,000 and accrued interest was
     $21,017.

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

                                       21
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

     Total amounts owed to Mr. Mahoney at December 31, 2004, representing unpaid
     salary, unpaid expense and auto allowances, the one-time payment in
     connection with the spin-off, liabilities assumed in the spin-off
     transaction and interest on the liabilities assumed in the spin-off totaled
     $937,457.

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

     Total amounts owed to Mr. Meller at December 31, 2004, representing unpaid
     salary, unpaid expense and auto allowances, and the one-time payment in
     connection with the spin-off, totaled $666,736.

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

     In connection with the acquisition of SWK, Inc, the Company assumed a note
     payable to Gary Berman, a former shareholder of SWK, Inc. and current
     shareholder of Trey. On April 1, 2004, Mr. Berman loaned the company
     $25,000 pursuant to the Agreement and Plan of Merger and Reorganization
     among Trey, SWK and SWK Technologies, Inc. The unsecured note bears
     interest at 5% per annum and is payable in bi-weekly amounts of $217. At
     December 31, 2004, the outstanding balance to Mr. Berman was $21,700.

     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, 2004, the outstanding balance to Ms. Berman was $21,700.

                                       22
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

     In connection with the acquisition of Business Tech Solutions Group, Inc,
     the Company agreed to collect the outstanding receivables of Business Tech
     and to remit the collected funds to the owner of Business Tech within 30
     days of receipts. At December 31, 2004, the Company owed the Business Tech
     owner $25,623.


NOTE 8 - CONVERTIBLE DEBENTURES

     In January 2003, the Company entered into a subscription agreement with
     certain purchasers to issue $140,000 in convertible debentures, with
     interest payable at 5% annum. The notes are convertible into the Company's
     Class A common stock at a price equal to either (a) an amount equal to one
     hundred twenty percent (120%) of the closing bid price for the Common Stock
     on the Closing Date, or (b) an amount equal to eighty percent (80%) of the
     average of the four (4) lowest Closing Bid Prices of the Common Stock for
     the five (5) trading days immediately preceding the Conversion Date. On
     March 31, 2003, the Company issued $40,000 and on September 19, 2003, the
     Company issued an additional $100,000 in 5% convertible debentures to the
     private investors under the subscription agreement. The 20% beneficial
     conversion feature was previously recorded as a prepaid financing costs
     until such time as the Company's Class A common stock into which the
     debentures are convertible was registered and deemed effective by the U.S
     Securities and Exchange Commission. The Company completed the effective
     registration of the Company's common stock, and any amounts capitalized
     have been charged to expense in accordance with EITF Issue 98-5.

     As of December 31, 2004, the Company had issued 2,444,177 shares of Trey's
     Class A common stock with a value of $162,673, of which $125,000 was a
     repayment of principal, $5,138 was payment of interest, and $32,535 was
     amortization of conversion discount. Total outstanding principal balance of
     the convertible debentures at December 31, 2004 was $15,000, plus accrued
     interest of $2,469.


NOTE 9 - COMMITMENTS AND CONTINGENCIES

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

     The Company will be relocating and consolidating the New Jersey offices
     into a single larger space in May 2005. The Company maintains a good
     relationship with its landlords and believes that these facilities will be
     adequate for the foreseeable future.

     In 2003, the parent company of Trey Resources was co-located with iVoice,
     Inc. and was not charged any rent.

                                       23
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

     Combined rent expense under the operating leases for the year ended
     December 31, 2004 and 2003 was $63,062 and $0, respectively.

b)   The Company has entered into employment contracts with its Non-Executive
     Chairman of the Board of Directors. As consideration, the Company agreed to
     pay Mr. Mahoney the sum of $180,000 the first year with a 10% increase
     every year thereafter. The employment agreement with Mr. Mahoney provides
     for a severance payment to him of three hundred percent (300%), less $100,
     of his gross income for services rendered to Trey in each of the five prior
     calendar years (or shorter period during which Mr. Mahoney shall have been
     employed by Trey) should his employment be terminated following a change in
     control, as defined in the employment agreement. Mr. Mahoney shall also be
     paid the sum of $350,000 upon the completion of the Spin-Off.

c)   On September 15, 2003, the Company entered into an employment agreement
     with Mr. Meller. He will serve as the Company's President, Chief Financial
     Officer and Director for a term of five years. As consideration, the
     Company agreed to pay Mr. Meller the sum of $180,000 the first year with a
     10% increase every year thereafter. The employment agreement with Mr.
     Meller provides for a severance payment to him of three hundred percent
     (300%), less $100, of his gross income for services rendered to Trey in
     each of the five prior calendar years (or shorter period during which Mr.
     Meller shall have been employed by Trey) should his employment be
     terminated following a change in control, as defined in the employment
     agreement. Mr. Meller shall also be paid the sum of $350,000 upon the
     completion of the Spin-Off.

     Mr. Mahoney and Mr. Meller have agreed to defer the receipt of the $350,000
     payments owed to each of them for the successful completion of the spin-off
     until Management believes it has sufficient liquidity and capital resources
     to fund these obligations. They have each, agreed, however, to accept
     payment or partial payment, from time to time, in the form of the Company's
     Class A Common Stock and/or the Company's Class B Company Stock, at such
     time as the Board of Directors determines to issue such shares in
     satisfaction of these accrued liabilities.

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

e)   In January 2003, as subsequently amended retroactively to January 27, 2003,
     the Company entered into an Equity Line of Credit with Cornell Capital
     Partners, LP. Pursuant to the Equity Line of Credit, the Company, at their
     discretion, may periodically sell to Cornell Capital Partners shares of
     Class A common stock for a total purchase price of up to $10.0 million to
     raise funds for its working capital needs. For each share of Class A common
     stock purchased under the Equity Line of Credit, Cornell Capital Partners
     will pay 91% of the 5 lowest closing bid prices on the Over-the-Counter
     Bulletin Board or other principal market on which the Company's common
     stock is traded for the 5 days immediately following the notice date. In
     addition, Cornell Capital Partners, L.P. has received as additional
     compensation, those number of Class A

                                       24
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

     Common Stock shares equal to one and one half percent (1.5%) of the number
     of shares of Class A Common Stock outstanding on that date in which the
     registration statement filed by the Company to effectuate the spin - off
     goes effective (February 2004). Pursuant to the agreement with Cornell
     Capital Partners, LP, the Company has registered for resale on Form SB-2,
     shares of Class A common stock with the Securities and Exchange Commission.
     The offering terminates February 2006.

f)   During 2004, the Company issued five promissory notes payable to Cornell
     Capital Partners, LP totaling $1,350,000 for advances on the equity-line
     financing agreement entered into with Cornell in January 2003. The notes
     mature 120 days from the date of issue with interest accruing at 12% per
     annum on any balance left unpaid after the maturity date. It is anticipated
     that the notes, plus any accrued interest, will be paid through the
     issuance of Class A common shares registered for resale with Securities and
     Exchange Commission.

g)   The Company has entered into an Administrative Services Agreement whereby
     iVoice will provide the Company with services in such areas as information
     management and technology, employee benefits administration, payroll,
     financial accounting and reporting, and other areas where the Company may
     need transitional assistance and support following the spin-off
     distribution. The term of the agreement is two years, but may be terminated
     earlier under certain circumstances, including a default, and may be
     renewed for additional one-year terms. In exchange for services under the
     administrative services agreement, Trey Resources has agreed to pay iVoice
     an annual fee of approximately $95,000.

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

     Kevin Whalen, a former officer of iVoice, was owed $74,000 in amounts due
     for unpaid salary from iVoice and is unrelated to the operations of Trey. A
     portion of this amount is convertible into Class A Common Stock of Trey
     calculated by dividing (x) the sum of the principal the obligee requests to
     be converted by (y) the average closing bid price of Class A Common Stock
     of Trey for the five (5) business days immediately preceding the conversion
     date. As of December 31, 2004, Mr. Whalen has received $4,500 in cash and
     $10,000 in Class A Common Stock leaving a balance due of $59,500.

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

                                       25
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 10 - COMMON STOCK

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

     CLASS A COMMON STOCK

     Class A Common Stock consists of the following as of December 31, 2004:
     10,000,000,000 shares of authorized common stock with a par value of
     $.00001, 29,645,284 shares were issued and 28,719,358 shares were
     outstanding. Each holder of Class A common stock is entitled to receive
     ratably dividends, if any, as may be declared by the Board of Directors out
     of funds legally available for the payment of dividends. The Company has
     never paid any dividends on its common stock and does not contemplate doing
     so in the foreseeable future. The Company anticipates that any earnings
     generated from operations will be used to finance the growth objectives.
     For the year ending December 31, 2004, the company had the following
     transactions in its Class A common stock:

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

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

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

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

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

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

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

                                       26
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

          Capital Partners, LP. The balance of $42,310 represents discount on
          conversions of the principal and interest on the advances on the
          equity line to common stock.

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

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

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

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

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


     CLASS B COMMON STOCK

     Class B Common Stock consists of 50,000,000 shares of authorized common
     stock with a par value of $0.00001. Class B stock has voting rights of 1 to
     1 with respect to Class A Common Stock. As of December 31, 2004, no shares
     were issued and outstanding; Class B common stockholders are entitled to
     receive dividends in the same proportion as the Class B Common Stock
     conversion and voting rights have to Class A Common Stock. A holder of
     Class B Common Stock has the right to convert each share of Class B Common
     Stock into the number of shares of Class A Common Stock determined by
     dividing the number of Class B Common Stock being converted by a 50%
     discount of the lowest price that Trey had ever issued its Class A Common
     Stock. Upon the liquidation, dissolution, or winding - up of the Company,
     holders of Class B Common Stock will be entitled to receive distributions.

     CLASS C COMMON STOCK

     Class C Common Stock consists of 20,000,000 shares of authorized common
     stock with a par value of $0.00001. Class C stock has voting rights of 1
     vote for every 1,000 shares. As of December 31, 2004, no shares were issued
     or outstanding.

                                       27
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

     PREFERRED STOCK

     Preferred Stock consists of 1,000,000 shares of authorized preferred stock
     with $1.00 par value. As of December 31, 2004, no shares were issued or
     outstanding.


NOTE 11 - STOCK OPTIONS

     During 2004, the Company issued the following stock options:

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

     Options outstanding, except options under employee stock option plan, are
     as follows as of December 31, 2004:

          Expiration Date                   Exercise Price             Shares
          ---------------                   --------------             ------
          July 31, 2014                         $ .07                  75,000
                                                                       ======

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

     The Company has adopted the provisions of SFAS No. 123. "Accounting for
     Stock-Based Compensation" which 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 nonemployees. These
     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. The fair value of these options were
     estimated at the date of grant using the Black-Scholes option-pricing model
     with the following weighted-average assumptions for the year ended December
     31, 2004: dividend yield of 0%; expected volatility of 320%; risk-free
     interest rates of 2.00%; and expected life of 3.21.

     The Black-Scholes option valuation model was developed for use in
     estimating the fair value of traded options, which have no vesting
     restrictions and are fully transferable. In addition, option valuation
     models require the input of highly subjective assumptions including the
     expected stock price volatility. Because the Company's stock options have
     characteristics significantly different from those of traded options, and
     because changes in the subjective input assumptions can

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<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

     materially affect the fair value estimate, in management's opinion, the
     existing models do not necessarily provide a reliable single measure of the
     fair value of its employee stock options.

     The following summarizes the stock option transactions:

                                                                   Weighted
                                                   Stock           Average
                                                   Option          Exercise
                                                 Outstanding        Price
                                                 -----------        -----

          Balance, January 1, 2004                      -          $  .000
          Granted                                  75,000          $  .070
          Exercised                                     -          $  .000
          Canceled                                      -          $  .000
                                                   ------          -------
          Balance, December 31, 2004               75,000          $  .070
                                                   ======          =======
          Outstanding and Exercisable,
          December 31, 2004                        75,000          $  .070
                                                   ======          =======

NOTE 12 -  GOING CONCERN

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

     The Company has suffered recurring losses, experiences a deficiency of cash
     flow from operations, and current liabilities exceeded current assets by
     approximately $2.4 million as of December 31, 2004. These matters raise
     substantial doubt about the Company's ability to continue as a going
     concern. The recoverability of a major portion of the recorded asset
     amounts shown in the accompanying consolidated balance sheet is dependent
     upon continued operations of the Company, which in turn, is dependent upon
     the Company's ability to raise capital and/or generate positive cash flows
     from operations.

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

     In order to provide necessary working capital, in January 2003, the Company
     entered into a subscription agreement with certain purchasers to issue
     $250,000 in convertible debentures, with interest payable at 5% per annum.
     The notes are convertible into the Company's Class A common stock at a
     price equal to either (a) an amount equal to one hundred twenty percent
     (120%) of the closing bid price for the Common Stock on the Closing Date,
     or (b) an amount

                                       29
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

     equal to eighty percent (80%) of the average of the four (4) lowest Closing
     Bid Prices of the Common Stock for the five (5) trading days immediately
     preceding the Conversion Date.

     In January 2003, as subsequently amended retroactively to January 27, 2003,
     the Company entered into an Equity Line of Credit with Cornell Capital
     Partners, LP. Pursuant to the Equity Line of Credit, the Company, at their
     discretion, may periodically sell to Cornell Capital Partners shares of
     Class A common stock for a total purchase price of up to $10.0 million to
     raise funds for its working capital needs. For each share of Class A common
     stock purchased under the Equity Line of Credit, Cornell Capital Partners
     will pay 91% of the 5 lowest closing bid prices on the Over-the-Counter
     Bulletin Board or other principal market on which the Company's common
     stock is traded for the 5 days immediately following the notice date. In
     addition, Cornell Capital Partners, L.P. has received as additional
     compensation, those number of Class A Common Stock shares equal to one and
     one half percent (1.5%) of the number of shares of Class A Common Stock
     outstanding on that date in which the registration statement filed by the
     Company to effectuate the spin - off goes effective (February 2004).
     Pursuant to the agreement with Cornell Capital Partners, LP, the Company
     has registered for resale on Form SB-2, shares of Class A common stock with
     the Securities and Exchange Commission. The offering terminates 24 months
     after the Securities and Exchange Commission declared the registration
     statement effective.

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

     These 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 13 -  SUBSEQUENT EVENTS

     >>   On March 2, 2005, the Company issued 2,010,724 shares of Class A
          common stock valued at $75,000, $60,000 in cash, and an $80,000
          promissory note payable over 24 months, pursuant to the employment
          agreement with a former executive of Business Consulting Solutions
          LLC.

     >>   Through March 24, 2005, the Company issued 16,183,593 shares of Class
          A common stock with a total value of $424,110. Of this amount,
          $350,000 was for repayment of principal and $53,392 in interest on
          outstanding notes payable, issued as advances on the equity line
          financing with Cornell Capital Partners, LP. The balance of $20,718
          represents discount on conversions of the principal and interest on
          the advances on the equity line to common stock.

                                       30
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

     >>   On March 23, 2005, the Company issued 5,403,229 shares of its Class A
          common stock to Cornell Capital Partners, LP as escrow for the
          repayments of the equity line financing accounts.

     >>   On January 19, 2005 and February 16, 2005, the Company issued
          5,900,000 shares of its Class A common stock with a total value of
          $175,909 to officers of the Company as repayment of accrued salaries.
          Of this amount, $68,920 was for repayment of principal and $106,989
          represents discount on conversions.

     >>   On March 2, 2005, the Company issued 1,367,292 shares of Class A
          common stock for compensation and bonuses to employees of SWK
          Technologies, Inc. valued at $54,692.

     >>   On February 16, 2005, the Company issued 270,270 shares of Class A
          common stock for a partial repayment of an obligation to a previous
          officer of iVoice, Inc. valued at $10,000.

     >>   On February 25, 2005, the Company issued 350,000 restricted shares of
          Class A common stock for a marketing services valued at $13,650.

     >>   On January 27, 2005, the Company drew down $1,150,000 on its Equity
          Line of Credit with Cornell Capital. Deducted from these proceeds was
          $92,500 of fees paid to Cornell and $350,000 to reimburse Cornell for
          the purchase of a 5% convertible debenture issued by Voyager One, to
          Cornell. The debentures issued by Voyager One are convertible at a
          price equal to the lower of (i) 150% of the lowest initial bid price
          of Voyager One common stock as submitted by a market maker and
          approved by the NASD or (ii) 50% of the lowest closing bid price of
          Voyager One common stock for the five trading days immediately
          preceding the conversion date.








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