QXO 10-Q Quarterly Report Sept. 30, 2010

QXO, INC.

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10-Q 1 treyresources10q093010.htm treyresources10q093010.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2010

o	For the transition period from __________________________ to _____________________________

Commission file number: 000-50302

Trey Resources, Inc.

(Exact name of registrant as specified in its charter)

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

5 Regent Street, Suite 520 Livingston, NJ 07039

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (973) 758-9555

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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer” and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company x
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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

Number of shares of Class A, common stock, par value $.00001, outstanding as of November 12, 2010: 7,573,413,255.

Table of Contents

TREY RESOURCES, INC. and SUBSIDIARIES

TABLE OF CONTENTS

		Page No.
PART I.	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited):	3
	Balance Sheets – September 30, 2010 and December 31, 2009	3
	Statements of Operations - For the three and nine months ended September 30, 2010 and 2009	4
	Statements of Cash Flows - For the nine months ended September 30, 2010 and 2009	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 4T.	Controls and Procedures	25

PART II.	OTHER INFORMATION

Item 5.	Other Information	26

Item 6.	Exhibits	26

Table of Contents

ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

TREY RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

ASSETS	September 30,			December 31,
	2010			2009
Current assets:
Cash and cash equivalents	$	71,709		$	300,482
Accounts receivable, net of allowance for doubtful accounts of $65,000 and $161,000		535,482			568,909
Inventories		24,060			-
Prepaid expenses and other current assets		56,946			31,670
Total current assets		688,197			901,061

Property, plant and equipment, net of accumulated depreciation of $478,395 and $419,740		149,817			163,372
Deposits and other assets		63,388			56,280

Total assets	$	901,402		$	1,120,713

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable and accrued expenses	$	1,896,076		$	1,593,561
Due to related parties		1,278,074			1,024,985
Current portion of notes payable and capital leases		40,659			62,309
Deferred revenue		163,698			180,577
Notes payable to related parties		75,311			125,716
Convertible debentures payable, net		1,334,000			1,394,900
Derivative liabilities		612,086			1,660,926
Total current liabilities		5,399,904			6,042,974

Commitments and contingencies		-			-

Stockholders' deficit:
Preferred stock, $1.00 par value; authorized 1,000,000 shares; no shares issued and outstanding		-			-
Common stock:
Class A – par value $.0001; authorized 10,000,000,000 shares; 6 ,573,413,255 and 5,834,695,306 shares issued and outstanding		65,734			58,347
Class B – par value $.0001: authorized 50,000,000 shares; no shares issued and outstanding		-			-
Class C – par value $.0001; authorized 20,000,000 shares no shares issued and outstanding		-			-
Additional paid-in capital		7,482,381			7,409,368
Accumulated deficit		(12,038,775	)		(12,444,383	)
Total Trey Resources stockholders’ deficit		(4,490,660	)		(4,976,668	)

Noncontrolling interest in SWK Technologies, Inc.		(7,842	)		54,407

Total stockholders’ deficit		(4,498,502	)		(4,922,261	)

Total liabilities and stockholders' deficit	$	901,402		$	1,120,713

See accompanying notes to condensed consolidated financial statements.

Table of Contents

TREY RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009

Sales – software, net	$	219,369		$	207,853		$	922,426		$	780,628
Sales - service, net		1,688,847			1,653,352			4,601,937			4,970,766
Sales, net		1,908,216			1,861,205			5,524,363			5,751,394

Cost of sales		1,074,780			1,004,857			3,419,472			3,310,394

Gross profit		833,436			856,348			2,104,891			2,441,000

Selling, general and administrative expenses :
Selling expenses		382,831			155,142			1,179,251			914,927
General and administrative expenses		539,127			527,936			1,479,505			1,387,574
Depreciation and amortization		19,164			23,989			61,656			171,343
Total selling, general and administrative expenses		941,122			707,067			2,720,412			2,473,844

Loss from operations		(107,686	)		149,281			(615,521	)		(32,844	)

Other income (expense)
Gain (loss) on revaluation of derivatives		866,084			(183,362	)		1,048,840			(422,975	)
Common stock issued for debt conversion discount		-			(260,444	)		-			(260,444	)
Interest expense, net		(27,613	)		(30,877	)		(89,960	)		(133,768	)
Total other income (expense)		838,471			(474,683	)		958,880			(817,187	)

Net income (loss)		730,785			(325,402	)		343,359			(850,031	)

Net income (loss) attributable to the nonocontrolling interest in SWK Technologies, Inc.		(3,136	)		-			(62,249	)		-

Net income (loss) attributable to Trey Resources, Inc	$	733,921		$	(325,402	)	$	405,608		$	(850,031	)

Net income (loss) per common share Basic and Fully Diluted	$	0.00		$	0.00		$	0.00		$	0.00

Weighted Average Shares
Basic		6,467,398,762			4,762,909,431			6,214,792,047			4,387,136,912
Diluted		10,000,000,000			4,762,909,431			10,000,000,000			4,387,136,912

See accompanying footnotes to the condensed consolidated financial statements.

Table of Contents

TREY RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

(Unaudited)

	2010			2009
Cash flows from operating activities:
Net income (loss)	$	343,359		$	(850,031	)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities
Depreciation and amortization		61,656			171,344
Beneficial interest		4,500			22,874
Loss (gain) on revaluation of derivatives		(1,048,840	)		422,975
Common stock issued for repayment of deferred compensation		-			17,000
Common stock issued for debt conversion discount		-			260,444

Changes in certain assets and liabilities:
Accounts receivable, net		33,427			10,032
Inventory		(24,060	)		34,565
Prepaid expenses and other assets		(36,604	)		(4,075	)
Accounts payable and accrued liabilities		317,515			(164,894	)
Deferred revenue		(16,879	)		(40,170	)
Related party accounts		253,089			79,001
Net cash used in operating activities		(112,837	)		(40,935	)

Cash flows from investing activities:
Purchase of property and equipment		(43,881	)		(15,767	)
Net cash used in investing activities		(43,881	)		(15,767	)

Cash flows from financing activites:
Proceeds from sale of shares of SWK		-			150,000
Proceeds from notes payable to related party		25,000
Repayment of related party loans		(75,405	)		-
Repayment of loans, notes payable, capital leases and convertible debentures		(21,650	)		(138,949	)
Net cash (used in) provided by financing activities		(72,055	)		11,051

Net decrease in cash and cash equivalents		(228,773	)		(45,651	)

Cash and cash equivalents – beginning of period		300,482			420,042

Cash and cash equivalents – end of period	$	71,709		$	374,391

Cash paid during period for::
Interest expense	$	-		$	-
Income taxes	$	-		$	-

Table of Contents

TREY RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 and 2009

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the nine months ended September 30, 2010:

a) The Company issued 150,000,000 shares of Class A Common stock for repayment of $15,000 in accrued expenses with a fair value of value $19,500. The difference in the market value and $15,000 of accrued expenses was charged to beneficial interest in the amount of $4,500.

b) The Company issued 588,717,949 shares of Class A Common Stock for conversion of $60,900 of principal on outstanding debentures with YA Global Investments.

For the nine months ended September 30, 2009

a) The Company paid Jerome R. Mahoney, the Company’s Non-Executive Chairman of the Board of Directors since January 1, 2003, the sum of $117,500 in full and total satisfaction on any and all outstanding obligations that exist or may exist between Mr. Mahoney and Trey Resources, Inc. Such sum to be allocated first to principal outstanding on a promissory note by and between Mr. Mahoney and Trey Resources, Inc., second to any interest due and outstanding on such promissory notes, and any balance thereafter to deferred and accrued compensation due to Mr. Mahoney. The total outstanding debt due to Mr. Mahoney was approximately $1,210,000.

b) The Company issued 200,000,000 shares of Class A Common stock for repayment of $17,000 in deferred compensation with a fair value of $37,500. The difference in the market value and the $17,000 of deferred compensation repaid was charged to beneficial interest in the amount of $20,500.

c) The Company issued 95,000,000 shares of Class A Common stock for repayment of $9,500 in accrued expenses with a fair value of $11,875. The difference in the market value and the $9,500 of accrued expenses was charged to beneficial interest in the amount of $2,375.

d) The Company issued 703,418,804 shares of Class A Common Stock with a total value of $342,744 for conversion of $82,300 of principal on outstanding debentures with YA Global Investments, (f/k/a Cornell Capital Partners).

See accompanying footnotes to the condensed consolidated financial statements.

Table of Contents

TREY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Trey Resources, Inc. (the “Company” or “Trey”) and its subsidiaries. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. It is suggested that these condensed consolidated financial statements be read in conjunction with the December 31, 2009 audited financial statements and the accompanying notes thereto filed with the Securities and Exchange Commission on Form 10-K.

Going Concern

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

The Company has suffered recurring operating losses, and current liabilities exceeded current assets by approximately $4.6 million, as of September 30, 2010. These matters raise substantial doubt about the Company's ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which in turn, is dependent upon the Company's ability to raise capital and/or generate positive cash flows from operations.

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

These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Table of Contents

TREY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Continued)

Description of Business

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.

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.

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation.

On May 6, 2009, the Company sold 20% of the stock of SWK Technologies, Inc. (“SWK”), a wholly owned subsidiary of Trey Resources, Inc. for a purchase price of $150,000 to the President of SWK, representing a Noncontrolling interest in SWK technologies, Inc.

Reclassification

Certain reclassifications have been made in prior years’ condensed consolidated financial statements to conform to the current year’s presentation.

Table of Contents

TREY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

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

Revenue Recognition

Revenue is recognized when products are shipped, or services are rendered, evidence of a contract exists, the price is fixed or reasonably determinable, and collectability is reasonably assured.

The assessment of collectability is critical in determining whether revenue should be recognized. As part of the revenue recognition process, we determine whether trade receivables are reasonably assured of collection based on various factors. Revenue is deferred but costs are recognized when we determine that the collection of the receivable is unlikely.

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. The Company separates the software component and the professional services component into two distinct parts for purposes of determining revenue recognition. In that situation where both components are present, software sales revenue is recognized when collectability is reasonably assured and the product is delivered, and professional service revenue is recognized as the service time is incurred. Commissions are recognized when payments are received, since the Company has no obligation to perform any future services.

With respect to the sale of software license fees, the Company recognizes revenue in accordance with in FASB ASC 985-605 (Prior authoritative literature: Statement of Position 97-2, software Revenue Recognition (SOP 97-2)), as amended, and generally recognizes revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exists generally evidenced by a signed, written purchase order from the customer, (2) delivery of the software product on Compact Disk (CD) or other means to the customer has occurred, (3) the perpetual license fee is fixed or determinable and (4) collectability, which is assessed on a customer-by-customer basis, is probable.

With respect to customer support services, upon the completion of one year from the date of sale, considered to be the warranty period, the Company offers customers an optional annual software maintenance and support agreement for subsequent one-year periods. Sales of purchased maintenance and support agreements are recorded as deferred revenue and recognized over the respective terms of the agreements.

Table of Contents

TREY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition (continued)

Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales.

Advertising Costs

Advertising costs are expensed as incurred and are included in selling expenses. For the three and nine months ended September 30, 2010 and 2009, advertising expenses were $150 and $270, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method described in FASB ASC 740-10 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.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents at September 30, 2010 and December 31, 2009.

The Company maintains cash balances at a financial institution that is insured by the Federal Deposit Insurance Corporation. The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts.

Accounts Receivable

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

Table of Contents

TREY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash. As of September 30, 2010 The Company believes it has no significant risk related to its concentration within its accounts receivable. One major supplier accounted for approximately 53% of the Company’s total purchases for the three months ended September 30, 2010.

Inventory

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

Property and Equipment

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

Deferred Revenues

Deferred revenues consist primarily of annual telephone support plan revenues that will be earned in future periods.

Fair Value of Financial Instruments

The Company estimates that the fair value of all financial instruments at September 30, 2010 and December 31, 2009, as defined in FASB ASC 825-10, does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed 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.

Table of Contents

TREY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-Based Compensation

The Company’s stock-based compensation is measured at the fair value of the award at its grant based on the estimated number of awards expected to vest and is recorded over the applicable period. 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. During the period ending September 30, 2010, the Company has not granted any stock options.

Income (Loss) Per Common Share

The Company’s basic income (loss) per common share is based on net income (loss) for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted income per common share is based on net income, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding stock options and beneficial conversion of related party accounts.

For the three and nine months ended September 30, 2009, stock warrants to purchase 3,075,000 shares were excluded from the calculation of diluted net income per share due to their anti-dilutive effect. For the three and nine months ended September 30, 2010, the dilutive effect of convertible debentures exceeded the number of authorized common shares and as a result weighted average shares outstanding, fully diluted, is the maximum authorized number of common shares, 10,000,000,000. For the three and nine months ended September 30, 2010 these shares were excluded from the calculation of diluted loss per share due to their anti-dilutive effect.

	Three Months Ended		Three Months Ended
	September 30, 2010		September 30, 2009
Basic net income (loss) per share attributable to common shareholders computation:
Net income (loss) attributable to common stockholders	$	733,921	$	(325,402	)
Weighted-average common shares outstanding		6,467,398,762		4,762,909,431
Basic net income (loss) per share attributable to common Stockholders	$	0.00	$	(0.00	)
Diluted net income (loss) per share attributable to common shareholders computation
Net income (loss) attributable to common stockholders	$	733,921	$	(325,402	)
Weighted-average common shares outstanding		6,467,398,762		4,762,909,431
Incremental shares attributable to the common stock equivalents		3,532,601,238		-
Total adjusted weighted-average shares		10,000,000,000		4,762,909,431
Diluted net income (loss) per share attributable to common Stockholders	$	0.00	$	(0.00	)

Table of Contents

TREY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	Nine Months Ended			Nine Months Ended
	September 30, 2010			September 30, 2009
Basic net income (loss) per share attributable to common shareholders computation:
Net income (loss) attributable to common stockholders	$	405,608		$	(850,031	)
Weighted-average common shares outstanding		6,214,792,047			4,387,136,912
Basic net income (loss) per share attributable to common stockholders	$	0.00		$	(0.00	)
Diluted net income (loss) per share attributable to common shreholders computation
Net income (loss) attributable to common stockholders	$	405,608		$	(850,031	)
Weighted-average common shares outstanding		6,214,792,047			4,387,136,912
Incremental shares attributable to the common stock equivalents		3,785,207,953			-
Total adjusted weighted-average shares		10,000,000,000			4,387,136,912
Diluted net income (loss) per share attributable to common stockholders	$	(0.00	)	$	(0.00	)

Derivative Liabilities

The Company accounts for its embedded conversion features in its convertible debentures in accordance FASB ASC 815-10 (Prior authoritative literature: SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,” which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with such derivatives, and FASB ASC 815-40 Section 05, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” The recognition of derivative liabilities related to the issuance of convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance. Any subsequent increase or decrease in the fair value of the derivative liabilities is recognized as “Other expense” or “Other income.”

Noncontrolling Interest

Noncontrolling interest represents third party ownership in the net assets of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority owned subsidiaries are consolidated with those of our own, with any third party investor’s interest shown as noncontrolling interest.

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TREY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

In October 2009, the FASB issued Accounting Standards Update 2009-13, “Revenue Recognition (Topic 605)”. This Update provides amendments to the criteria in Subtopic 605-24 for separating consideration in multiple-deliverable revenue arrangements. It establishes a hierarchy of selling prices to determine the selling price of each specific deliverable which includes vendor-specific objective evidence (if available), third-party evidence (if vendor-specific evidence is not available), or estimated selling price if neither of the first two are available. This Update also eliminates the residual method for allocating revenue between the elements of an arrangement and requires that arrangement consideration be allocated at the inception of the arrangement. Finally, this Update expands the disclosure requirements regarding a vendor’s multiple-deliverable revenue arrangements. This Update is effective for fiscal years beginning on or after June 15, 2010. We are currently assessing the impact of this Update on our financial statements.

In April, 2010, the FASB issued ASU 2010-17, “Revenue Recognition – Milestone Method.” ASU 2010-17 amends ASC 605 “Revenue Recognition” to provide guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the adoption of ASU 2010-17 to have an effect on the Company’s financial statements.

In July, 2010, the FASB issued ASU 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (Topic 310). The intent is to provide financial statement users with greater transparency about an entity’s allowance for credit losses and the credit quality of its financing receivables. This Update is effective for interim and annual reporting periods beginning on or after December 15, 2010.

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TREY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 - FAIR VALUE MEASUREMENTS

Fair value measurements are generally based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of September 30, 2010 and December 31, 2009.

September 30, 2010	Level I		Level II		Level III		Total
Convertible debentures	$	-	$	1,334,000	$	-	$	1,334,000
Notes payable and capital leases		-		40,659		-		40,659
Notes payable to related parties		-		75,311		-		75,311
Derivative liabilities		-		-		612,086		612,086
Total Liabilities	$	-	$	1,449,970	$	612,086	$	2,062,056

The difference between the derivative liability at December 31, 2009 and September 30, 2010 of $1,048,840 represents the gain on valuation of derivative for the nine months ended September 30, 2010.

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TREY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 - FAIR VALUE MEASUREMENTS (continued)

December 31, 2009	Level I		Level II		Level III		Total
Convertible debentures	$	-	$	1,394,900	$	-	$	1,394,900
Notes payable and capital leases		-		62,309		-		62,309
Notes payable to related parties		-		125,716		-		125,716
Derivative liabilities		-		-		1,660,926		1,660,926
Total Liabilities	$	-	$	1,582,925	$	1,660,926	$	3,243,851

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

	September 30,		December 31,
	2010		2009
Leasehold improvements	$	30,557	$	30,557
Equipment, furniture and fixtures		597,655		552,555
		628,212		583,112
Less: Accumulated depreciation		478,395		419740
Property and equipment, net	$	149,817	$	163,372

Depreciation and amortization expense related to property, plant and equipment for the nine months ended September 30, 2010 and 2009 was $61,656 and $69,464.

NOTE 5- CONVERTIBLE DEBENTURES PAYABLE

In June 2003, the Company issued $40,000 in 5% convertible debentures and in September 2003, the Company issued an additional $100,000 in 5% convertible debentures to the private investors under the subscription agreement. During the nine months ended September 30, 2010 and during the year ended December 31, 2009, no additional payments have been made on these outstanding convertible debentures. Total outstanding principal balance of the convertible debentures as of September 30, 2010 and December 31, 2009 was $15,000, plus accrued interest of $6,736 and $6,175.

On December 30, 2005, the Company entered into a Securities Purchase Agreement with YA Global (f/k/a Cornell Capital Partners, LP) ("Cornell"). Pursuant to such purchase agreement, Cornell shall purchase up to $2,359,047 of secured convertible debentures, which shall be convertible into shares of the Company’s Class A common stock. Pursuant to the Securities Purchase Agreement, two Secured Convertible Debentures were issued on December 30, 2005 for an aggregate of $1,759,047, interest payable at the rate of 7.5% per annum, and an additional secured convertible debenture was issued on May 6, 2006 equal to $600,000 with interest payable at the rate of 7.5% per annum.

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TREY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 5- CONVERTIBLE DEBENTURES PAYABLE (continued)

Payment of principal and accrued interest shall be paid on or before December 30, 2007 on the 2005 debentures, and May 2, 2008 for the 2006 debenture. On October 30, 2009, YA Global Investments, L.P. agreed to extend the maturity date of the Convertible Debentures to December 30, 2010. The Company continues to negotiate with YA Global. The Company has the option to redeem a portion or all of the outstanding debentures at 120% of the amount redeemed plus accrued interest. The holder shall be entitled to convert in whole or in part at any time and from time to time, any amount of principal and accrued interest at a price equal to 90% of the lowest closing bid price of the Common Stock during the 30 trading days immediately preceding the conversion date, as quoted by Bloomberg, LP (“Conversion Price”). ( See Note 6)

In the event of a default, the full principal amount of this Debenture, together with interest and other amounts owing, shall be due and payable in cash, provided however, the holder of the debenture may request payment of such amounts in Common Stock of the Obligor at the Conversion Price then in-effect. A holder of the debenture may not convert this Debenture or receive shares of Common Stock as payment of interest hereunder to the extent such conversion or receipt of such interest payment would result in the holder of the debenture beneficially owning in excess of 4.9% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of interest on, this Debenture.

During the nine months ended September 30, 2010, the Company issued 588,717,949 shares of Class A common stock for repayment of $60,900 of principal on the convertible debenture held by YA Global Investments. The aggregate principal value of the debentures as of September 30, 2010 and December 31, 2009 was $1,319,000 and $1,379,900, plus accrued interest of $628,295 and $551,299, respectively.

On November 1, 2010, the convertible debentures were restructured. (See Note 12)

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TREY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 6 - DERIVATIVE LIABILITY

In accordance with FASB ASC 815-10 the conversion features associated with the YA Global Investments, f/k/a Cornell Capital Partners Convertible Debentures represents embedded derivatives. As such, the Company had originally recognized, upon adoption, embedded derivatives in the amount of $1,946,936 as a liability in the accompanying condensed consolidated balance sheet, and it is now measured at its estimated fair value of $612,086 at September 30, 2010. The estimated fair value of the embedded derivative has been calculated based on a Black-Scholes pricing model using the following assumptions at September 30, 2010:

	September 30,			December 31,
	2010			2010
Fair market value of stock	$	0.00013		$	0.00019
Exercise price	$	0.00012		$	0.00013
Dividend yield		0.00	%		0.00	%
Risk free interest rate		0.14	%		0.47	%
Expected volatility		201.15	%		192.38	%
Expected life	0.25 Years			0 to 1.63 Years

NOTE 7 – DUE TO RELATED PARTIES

Pursuant to the employment contract dated September 15, 2003 between the Company and Mark Meller, the President, Chief Executive Officer and Chief Financial Officer of Trey Resources, Mr. Meller is to receive a salary of $180,000 per year subject to 10% increases every year thereafter, as well as a monthly travel expense allowance of $600 and an auto allowance of $800. Also, pursuant to the employment contract dated September 15, 2003 between the Company and Mr. Meller, following the completion of the Spin-off from its former parent company, iVoice Inc., which occurred on February 11, 2004, Mr. Meller is entitled to receive a one-time payment of $350,000. In addition, Mr. Meller was awarded a cash bonus of $114,800 on September 14, 2004. Total amounts owed to Mr. Meller as of September 30, 2010 and December 31, 2009, representing unpaid salary, unpaid expense and auto allowances, and the one-time payment in connection with the spin-off, totaled $1,278,074 and $1,024,985.

Mr. Meller has agreed to defer payment of any monies due and owing him representing fixed compensation, which has 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. Meller has further agreed, however, to accept payment or partial payment, from time to time, as determined in the sole discretion of the Board of Directors in the form of cash, the Company’s Class A Common Stock and/or the Company’s Class B Common Stock.

On September 1, 2010, the Company entered into Amendment No. 1 to the Employment agreement with Mark Meller, President and Chief Executive Officer of the Company, whereby the term of the Employment Agreement was extended to September 15, 2017.

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TREY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 8 – NOTES PAYABLE TO RELATED PARTIES

Pursuant to the Spin-off from iVoice, the Company has assumed a promissory note totaling $250,000 payable to Jerome Mahoney, President and Chief Executive Officer of iVoice and Non- Executive Chairman of the Board of Trey Resources. The note bore interest at the rate of 9.5% per annum on the unpaid balance until paid or until default

There was no balance due to Mr. Mahoney at September 30, 2010 and December 31, 2009.

Pursuant to the asset purchase agreement with AMP-Best, SWK Technologies, Inc. issued a $380,000 promissory note to Crandall Melvin III, former officer of AMP-Best and current Chief Financial Officer of SWK Technologies, Inc. The note carries an interest rate of 7.75% and is payable in 60 monthly payments, commencing 120 days from the closing. As of September 30, 2010 and December 31, 2009, the principal balance on the note is $50,311 and $125,716.

In September 2010 Mr. Meller loaned $25,000 to SWK Technologies, Inc. in exchange for a promissory note from the Company. This notes bears interest at an annual rate of 5% on the unpaid balance. The note becomes due December 31, 2010. The Company can prepay the note at any time without penalty.

NOTE 9 – INCOME TAXES

The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company does not believe it has any uncertain tax provisions which cannot be recognized for financial reporting purposes.

The tax effect of temporary differences, primarily net operating loss carryforwards, asset reserves and accrued liabilities, gave rise to the Company's deferred tax asset in the accompanying September 30, 2010 and December 31, 2009 condensed consolidated balance sheets. Deferred income taxes are recognized for the tax consequence of such temporary differences at the enacted tax rate expected to be in effect when the differences reverse. 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.

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TREY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 10 - COMMITMENTS AND CONTINGENCIES

The Company has entered into subscription agreements with certain purchasers for the sale of $140,000 in convertible debentures. The convertible debentures are convertible into Class A common stock at the discretion of the holders. During 2004, the Company issued 2,444,177 shares of Trey's Class A common stock for repayment of $125,000 of principal. The outstanding principal balance was $15,000 as of September 30, 2010 and December 31, 2009, and $6,736 and $6,175 was due for accrued interest on these debentures as of September 30, 2010 and December 31, 2009.

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

Kevin Whalen, a former officer of iVoice, is owed $74,000 in amounts due for unpaid salary from iVoice and is unrelated to the operations of Trey. A portion of this amount is convertible into Class A Common Stock of Trey calculated by dividing (x) the sum of the principal the obligee requests to be converted by (y) the average closing bid price of Class A Common Stock of Trey for the five (5) business days immediately preceding the conversion date. As of September 30, 2010 and December 31, 2009, the balance due Mr. Whalen was $25,000.

On December 30, 2005, the Company entered an Investor Registration Rights Agreement with YA Global Investments, f/k/a Cornell Capital Partners. In the event of default of the registration rights agreement, the Company will pay liquidated damages, either in cash or shares of the Company’s Common Stock, at 2% of the liquidated value of the Convertible Debentures outstanding for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Deadline as the case may be. Any Liquidated Damages payable hereunder shall not limit, prohibit or preclude the Investor from seeking any other remedy available to it under contract, at law or in equity. The registration statement was effective December 2006, and liquidated damages stopped accruing at that time. As of September 30, 2010 and December 31, 2009, the Company has accrued $198,905 in Liquidated Damages in the consolidated balance sheets.

NOTE 11 – SUBSEQUENT EVENTS

On November 9, 2010, the convertible debentures issued to YA Global Investments, L.P. were renegotiated with the maturity date being extended to December 31, 2011. This amendment requires an initial payment of $175,000 due on January 28, 2011 with additional monthly payments of $10,000 to be made for the following eleven months ending December 1, 2011. The remaining principal and all accrued interest is due on December 31, 2011. This agreement also modified and fixed the conversion price at $.0001, but is also subject to price protection features.

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Readers should read the following discussion in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this filing as well as our audited consolidated financial statements and related notes for the year ending December 31, 2009 filed with Form 10-K. The following discussion contains forward-looking statements. Please see “Forward Looking Statements - Cautionary Factors” for a discussion of uncertainties, risks and assumptions associated with these financial statements

Overview

The Company concentrates in the business software and information technology consulting market, and is looking to acquire other companies in this industry. SWK Technologies, Inc., Trey’s subsidiary and the surviving company from the acquisition and merger with SWK, Inc., is a New Jersey-based information technology company, value added reseller, and master developer of licensed accounting software published by Sage Software. SWK Technologies also publishes its own proprietary supply-chain software, the Electronic Data Interchange (EDI) solution “MAPADOC.” SWK Technologies sells services and products to various end users, manufacturers, wholesalers and distribution industry clients located throughout the United States, along with network services provided by the Company.

Management is uncertain that it can generate sufficient cash to sustain its operations in the next twelve months, or beyond. There is no assurance that we will be able to generate sufficient revenues to be profitable, obtain adequate capital funding or continue as a going concern.

Three months ended September 30, 2010 as compared to the three months ended September 30, 2009

All revenues reported by Trey are derived from the sales and service of Sage Software and MAPADOC products to various end users, manufacturers, wholesalers and distribution industry clients located throughout the United States, along with network services provided by the Company.

Revenues for the three months ended September 30, 2010 increased $47,011 (2.5%) to $1,908,216 as compared to $1,861,205 for the three months ended September 30, 2009. These sales were all generated by the Company’s operating subsidiary, SWK Technologies (“SWKT”). This increase is primarily due to higher sales associated with networking offset partially by lower consulting revenues.

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Gross profit for the three months ended September 30, 2010 decreased $22,912 (2.7%) to $833,436 as compared to $856,348 for the three months ended September 30, 2009. For the three months ended September 30, 2010 the gross profit percentage was 43.7% as compared to 46.0% for the three months ended September 30, 2009. The mix of products being sold by the company changes from time to time and sometimes causes the overall gross margin percentage to vary. Sales of the larger Sage Software products carries lower gross margin percentage as the relative discount percentage from the supplier decreases while consulting revenues generate a higher gross profit. The change in sales mix for the quarter ended September 30, 2010 resulted in gross profit being lower as a percent of sales as compared to the quarter ended September 30, 2009.

Total operating expenses increased $234,055 (33.1%) to $941,122 for the three months ended September 30, 2010 as compared to $707,067 for the three months ended September 30, 2009. This increase is mainly attributed to an increase in general and administrative salaries and legal fees offset partially by lower marketing expenses.

Total other income for the three months ended September 30, 2010 was $838,471 as compared to other expense of $474,683 for the three months ended September 30, 2009. This change is primarily attributed to the gain on valuation of derivative.

For three months ended September 30, 2010 the Company had net income of $780,785 as compared to a net loss of $325,402 for the three months ended September 30, 2009. This change was the result of the factors discussed above.

Nine months ended September 30, 2010 as compared to the nine months ended September 30, 2009

Revenues for the nine months ended September 30, 2010 decreased $227,031 (3.9%) to $5,524,363 as compared to $5,751,394 for the nine months ended September 30, 2009. These sales were all generated by the Company’s operating subsidiary, SWK Technologies (“SWKT”). This decrease is primarily due to lower consulting revenues offset partially by higher software sales and maintenance services.

Gross profit for the nine months ended September 30, 2010 decreased $336,109 (13.8%) to $2,104,891 as compared to $2,441,000 for the nine months ended September 30, 2009. For the nine months ended September 30, 2010 the gross profit percentage was 38.1% as compared to 42.4% for the nine months ended September 30, 2009. The mix of products being sold by the company changes from time to time and sometimes causes the overall gross margin percentage to vary. Sales of the larger Sage Software products carries lower gross margin percentage as the relative discount percentage from the supplier decreases while consulting revenues generate a higher gross profit. The lower consulting revenues for the nine months ended September 30, 2010 resulted in the lower gross profit.

Total operating expenses increased $246,568 (10%) to $2,720,412 for the nine months ended September 30, 2010 as compared to $2,473,844 for the nine months ended September 30, 2009. This increase is mainly attributed to an increase in general and administrative salaries and legal fees offset mostly by lower amortization expense.

Total other income for the nine months ended September 30, 2010 was $958,880 as compared to other expense of $817,187 for the nine months ended September 30, 2009. This change is primarily attributed to the gain on valuation of derivative.

For nine months ended September 30, 2010 the Company had net income of $343,359 as compared to a net loss of $850,031 for the nine months ended September 30, 2009. The change was the result of the factors discussed above.

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Liquidity and Capital Resources

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

The Company has suffered recurring operating losses and current liabilities exceeded current assets by approximately $4.6 million, as of September 30, 2010, and, as such, will require financing for working capital to meet its operating obligations. 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 condensed 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.

On December 30, 2005, the Company entered into a Securities Purchase Agreement with Cornell Capital Partners, LP (n/k/a/ YA Global Investments “YA Global”). Pursuant to such purchase agreement, YA Global purchased $2,359,047 of secured convertible debentures which shall be convertible into shares of the Company's Class A common stock. Pursuant to the Securities Purchase Agreement, two Secured Convertible Debentures were issued on December 30, 2005 for an aggregate of $1,759,047. A portion of this financing was used to convert promissory notes and accrued interest therefrom equal to $1,159,047 into new secured convertible debentures and the balance was new financing in the form of secured convertible debentures equal to $600,000 with interest payable at the rate of 7.5% per annum to be issued and sold on the closing of this Securities Purchase Agreement and a second secured convertible debenture equal to $600,000 with interest payable at the rate of 7.5% per annum to be issued and sold two business days prior to the filing of the registration statement that will register the common stock shares issuable upon conversion of the secured convertible debentures. The debentures were due on December 30, 2007 and May 2, 2008, and carry an interest rate of 7.5% per annum. The principal and accrued interest on the debentures are convertible into shares of Class A Common Stock at a price per share equal to 90% of the lowest closing bid price of our Class A Common Stock for the thirty trading days immediately preceding conversion. The aggregate balance due of the YA Global debentures at September 30, 2010 is $1,319,000 for principal and $628,295 for interest. On October 30, 2009, YA Global Investments, L.P. agreed to extend the maturity date of the Convertible Debentures to December 30, 2010. On November 9,. 2010, the convertible debentures issued to YA Global Investments, L.P. were renegotiated with the maturity date being extended to December 31, 2011. This amendment requires an initial payment of $175,000 due on January 28, 2011 with additional monthly payments of $10,000 to be made for the following eleven months ending December 1, 2011. The remaining principal and all accrued interest is due on December 31, 2011. This agreement also modified and fixed the conversion price at $.0001, but is also subject to price protection features.

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During the nine months ended September 30, 2010, Trey had a net decrease in cash of $228,773. Trey’s principal sources and uses of funds were as follows:

Cash used in operating activities . Trey used $112,837 in cash for operating activities for the nine months ended September 30, 2010 as compared to cash used in operating activities of $40,935 for the nine months ended September 30, 2009. This increase in cash used in operating activities is primarily attributed to the higher operating loss for the nine months ended September 30, 2010 offset mostly by an increase in accounts payable and accrued expenses.

Cash used in investing activities. Investing activities for the nine months ended September 30, 2010 used cash of $43,881 as compared to using $15,767 for the nine months ended September 30, 2009. This increase in cash used is attributed to increased purchases of property, plant and equipment.

Cash provided by (used in) financing activities . Financing activities for the nine months ended September 30, 2010 used a total of $72,055 in cash as compared to providing $11,051 of cash for the nine months ended September 30, 2009. This change is primarily attributed to the proceeds from the sale of shares of SWK in 2009.

Off Balance Sheet Arrangements

During the nine months ended September 30, 2010, we did not engage in any material off-balance sheet activities nor have any relationships or arrangements with unconsolidated entities established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide additional funding to any such entities.

Forward Looking Statements - Cautionary Factors

Certain information included in this Form 10-Q and other materials filed or to be filed by us with the Securities and Exchange Commission (as well as information included in oral or written statements made by us or on our behalf), may contain forward-looking statements about our current and expected performance trends, growth plans, business goals and other matters. These statements may be contained in our filings with the Securities and Exchange Commission, in our press releases, in other written communications, and in oral statements made by or with the approval of one of our authorized officers. Information set forth in this discussion and analysis contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 (the “Act”) provides certain “safe harbor” provisions for forward-looking statements. The reader is cautioned that such forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “should,” “will,” and similar words, although some forward-looking statements are expressed differently. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.

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ITEM 4T. CONTROLS AND PROCEDURES

Management's report on internal control over financial reporting .

Management of the Company has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of the Company had concluded that the Company's disclosure controls and procedures as of the period covered by this Quarterly Report on Form 10-Q were not effective for the following reasons:

a) The deficiency was identified as the Company's limited segregation of duties amongst the Company's employees with respect to the Company's control activities. This deficiency is the result of the Company's limited number of employees. This deficiency may affect management's ability to determine if errors or inappropriate actions have taken place. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible changes in our disclosure controls and procedures.

b) The deficiency was identified in respect to the Company's Board of Directors. This deficiency is the result of the Company's limited number of external board members. This deficiency may give the impression to the investors that the board is not independent from management. Management and the Board of Directors are required to apply their judgment in evaluating the cost-benefit relationship of possible changes in the organization of the Board of Directors.

Changes in internal control over financial reporting .

Management of the Company has also evaluated, with the participation of the Chief Executive Officer of the Company, any change in the Company’s internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q and determined that there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 5. OTHER INFORMATION

(b)

The Company does not have a standing nominating committee or a committee performing similar functions as the Company’s Board of Directors consists of only one member and therefore there would be no benefit in having a separate nominating committee that would consist of the same number of members as the full board of directors. The sole Board member participates in the consideration of director nominees.

ITEM 6. EXHIBITS

31.1	Rule 13a-14(a)/15d-14(a) Certifications.

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

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

Trey Resources, Inc.

By: /s/ Mark Meller Date: November 15, 2010

Mark Meller, President

Chief Executive Officer and

Principal Financial Officer

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

By: /s/ Mark Meller Date: November 15, 2010

Mark Meller, President

Chief Executive Officer and

Principal Financial Officer

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Index of Exhibits

31.1	Rule 13a-14(a)/15d-14(a) Certifications.

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

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TABLE OF CONTENTS

Item 1 - Condensed Consolidated Financial Statements (unaudited)Note 1 Description Of Business and Basis Of Presentation Note 1 Description Of Business and Basis Of Presentation (continued)Note 2 - Summary Of Significant Accounting Policies Note 2 - Summary Of Significant Accounting Policies (continued)Note 3 - Fair Value Measurements Note 3 - Fair Value Measurements (continued)Note 4 - Property and Equipment Note 5- Convertible Debentures Payable Note 5- Convertible Debentures Payable (continued)Note 6 - Derivative Liability Note 7 Due To Related Parties Note 8 Notes Payable To Related Parties Note 9 Income Taxes Note 10 - Commitments and Contingencies Note 11 Subsequent Events Item 2 - Management S Discussion and Analysis Of Financial Condition and Results Of Operation Item 4T. Controls and Procedures Part II Other Information Item 5. Other Information Item 6. Exhibits

Exhibits

31.1 Rule 13a-14(a)/15d-14(a) Certifications. 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. 31.1 Rule 13a-14(a)/15d-14(a) Certifications. 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.

QXO 10-Q Quarter ended Sept. 30, 2010

Exhibits