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<SEC-DOCUMENT>0001072613-06-001811.txt : 20060817
<SEC-HEADER>0001072613-06-001811.hdr.sgml : 20060817
<ACCEPTANCE-DATETIME>20060817172428
ACCESSION NUMBER:		0001072613-06-001811
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20060602
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060817
DATE AS OF CHANGE:		20060817

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TREY RESOURCES INC
		CENTRAL INDEX KEY:			0001236275
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				161633636
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-50302
		FILM NUMBER:		061041636

	BUSINESS ADDRESS:	
		STREET 1:		750 RT 34
		CITY:			MATANAN
		STATE:			NJ
		ZIP:			07747
		BUSINESS PHONE:		730 441 7700

	MAIL ADDRESS:	
		STREET 1:		750 RT 34
		CITY:			MATANAN
		STATE:			NJ
		ZIP:			07747

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TREY INDUSTRIES INC
		DATE OF NAME CHANGE:	20030528
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>form8-ka_14580.txt
<DESCRIPTION>AMENDMENT #1 TO FORM 8-K DATED JUNE 2, 2006
<TEXT>
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                   FORM 8-K/A
                                 AMENDMENT NO. 1

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): June 2, 2006

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

                              TREY RESOURCES, INC.

             (Exact name of registrant as specified in its charter)



            DELAWARE                     000-50302               16-1633636
(State or Other Jurisdiction of   (Commission File Number)    (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)


          5 REGENT STREET, SUITE 520

            LIVINGSTON, NEW JERSEY                                 07039
   (Address of Principal Executive Offices)                     (Zip Code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 758-9555

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
================================================================================
<PAGE>

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

     (a) Financial statements of businesses acquired.

On June 2, 2006, the Company's wholly owned subsidiary, SWK Technologies, Inc.
("SWK") consummated the transaction wherein it acquired certain assets and
assumed certain liabilities of AMP-Best Consulting, Inc. ("AMP-Best") pursuant
to an Asset Purchase Agreement (the "Asset Purchase Agreement") dated May 31,
2006 by and among AMP-Best Consulting, Inc., a New York corporation, Patrick J.
Anson, an individual, Crandall Melvin III, an individual ("Melvin"), Michelle A.
Paparo, an individual and SWK Technologies, Inc. This transaction was previously
reported on Form 8-K dated June 2, 2006. However, the financial statements of
the business acquired were not filed with the initial filing, but are set forth
below.

AMP-Best Consulting, Inc. Audited Financial Statements for the fiscal years
ended December 31, 2005 and 2004 and Unaudited Financial Statements for the
period ended March 31, 2006 and 2005.

     (b) Pro forma financial information

Trey Resources, Inc. Pro Forma Condensed Unaudited Financial Statements for the
fiscal year ended December 31, 2005 and the period ended March 31, 2006.

     (d) Exhibits

          99.1 AMP-Best Consulting, Inc. Audited Financial Statements for the
               fiscal years ended December 31, 2005 and 2004

          99.2 AMP-Best Consulting, Inc. Unaudited Financial Statements for the
               period ended March 31, 2006 and 2005.

          99.3 Trey Resources, Inc. Pro Forma Condensed Unaudited Financial
               Statements for the fiscal year ended December 31, 2005 and the
               period ended March 31, 2006.


                                        2
<PAGE>

                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                TREY RESOURCES, INC.



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

Date: August 17, 2006

























                                        3
<PAGE>

                               Index of Exhibits


     99.1  AMP-Best Consulting, Inc. Audited Financial Statements for the fiscal
           years ended December 31, 2005 and 2004

     99.2  AMP-Best Consulting, Inc. Unaudited Financial Statements for the
           period ended March 31, 2006 and 2005.

     99.3  Trey Resources, Inc. Pro Forma Condensed Unaudited Financial
           Statements for the fiscal year ended December 31, 2005 and the period
           ended March 31, 2006.





























                                        4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exhibit99-1_14580.txt
<DESCRIPTION>AMP-BEST CONSULTING FINANCIAL STATEMENTS
<TEXT>
                                                                    EXHIBIT 99.1
                                                                    ------------










                            AMP-BEST CONSULTING, INC.
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004













<PAGE>

                            AMP-BEST CONSULTING, INC.
                          INDEX TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004




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



                                                                         PAGE(S)
                                                                         -------


Report of Independent Registered Public Accounting Firm                     1

Balance Sheets at December 31, 2005 and 2004                                2

Statements of Operations for the Years Ended December 31, 2005 and 2004     3

Statements of Changes in Stockholders' Equity (Deficit) for the Years
   Ended December 31, 2005 and 2004                                         4

Statements of Cash Flows for the Years Ended December 31, 2005 and 2004    5-6

Notes To Financial Statements                                              7-18






<PAGE>

                           AMP - BEST CONSULTING, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2005 AND 2004

                                     ASSETS
<TABLE><CAPTION>
                                                                  2005           2004
                                                              -----------    -----------
<S>                                                           <C>            <C>
ASSETS
  Cash and cash equivalents                                   $    71,854    $    50,825
  Trade accounts receivable                                       360,109        347,264
  Other receivables                                                22,807         17,330
  Prepaid expenses                                                  6,217          5,383
  Inventory                                                         7,533         20,814
  Due from related parties                                          7,500          7,500
                                                              -----------    -----------
        Total current assets                                      476,020        449,116
                                                              -----------    -----------


PROPERTY AND EQUIPMENT, net                                        81,541         55,211
                                                              -----------    -----------

OTHER ASSETS
  Goodwill                                                        175,000        175,000
  Certifications and licenses                                      58,370         60,442
  Security deposit                                                  1,300          1,300
                                                              -----------    -----------
        Total other assets                                        234,670        236,742
                                                              -----------    -----------

  TOTAL ASSETS                                                $   792,231    $   741,069
                                                              ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Long-term debt, current portion                               $   271,462    $   212,254
Capital lease obligations, current portion                          1,403          2,161
Due to related parties                                            314,929        300,000
   Accounts payable and accrued expenses                          157,527        100,590
   Unearned revenue                                                67,085         28,605
Income tax payable                                                   --           12,794
                                                              -----------    -----------
         Total current liabilities                                812,406        656,404
                                                              -----------    -----------

LONG-TERM LIABILITIES
Long term debt, net of current portion                             70,482         47,114
Capital lease obligations, net of current portion                    --            1,403
                                                              -----------    -----------
         Total long-term liabilities                               70,482         48,517
                                                              -----------    -----------

             Total liabilities                                    882,888        704,921
                                                              -----------    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, No par value, 200 shares authorized;
    100 shares issued and 75 outstanding                           10,000         10,000
  Treasury Stock, 25 shares at cost                               (15,500)       (15,500)
  Retained Earnings (deficit)                                     (85,157)        41,648
                                                              -----------    -----------
         Total stockholders' equity (deficit)                     (90,657)        36,148
                                                              -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          $   792,231    $   741,069
                                                              ===========    ===========
</TABLE>

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

                                        2
<PAGE>

                           AMP - BEST CONSULTING, INC.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE><CAPTION>
                                                                  2005           2004
                                                              -----------    -----------
<S>                                                           <C>            <C>
SALES, net                                                    $ 1,555,113    $ 1,398,563

COST OF SALES                                                     598,658        598,982
                                                              -----------    -----------

GROSS PROFIT                                                      956,455        799,581
                                                              -----------    -----------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
     Selling expenses                                             744,089        587,754
     General and administrative                                   119,330         81,263
     Research and development                                     125,000           --
     Facility costs                                                74,620         54,486
                                                              -----------    -----------
       Total Selling, General and Administrative Expenses       1,063,039        723,503
                                                              -----------    -----------

INCOME FROM OPERATIONS                                           (106,584)        76,078

INTEREST EXPENSE                                                   33,015         15,344
                                                              -----------    -----------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                  (139,599)        60,734

PROVISION (BENEFIT) FOR INCOME TAXES                              (12,794)        12,794
                                                              -----------    -----------

NET INCOME (LOSS) AVAILABLE TO COMMON SHARES                  $  (126,805)   $    47,940
                                                              ===========    ===========


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                             75             75
                                                              ===========    ===========

EARNINGS (LOSS) PER SHARE COMMON STOCK                        $ (1,690.73)   $    639.20
                                                              ===========    ===========
</TABLE>

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

                                        3
<PAGE>

                           AMP - BEST CONSULTING, INC.
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE><CAPTION>
                                                                                                                  Total
                                                                                                  Retained     Stockholders'
                                                          Common Stock            Treasury        Earnings       Equity
                                                      Shares         Amount         Stock         (Deficit)     (Deficit)
                                                    ---------      ---------      ---------      ---------      ---------
<S>                                                 <C>            <C>            <C>            <C>            <C>
BALANCE - January 1, 2004                                  75      $  10,000      $ (15,500)     $  (6,292)     $ (11,792)

Net income for the year ended December 31, 2004                                                     47,940         47,940
                                                    ---------      ---------      ---------      ---------      ---------

BALANCE - December 31, 2004                                75         10,000        (15,500)        41,648         36,148

Net loss for the year ended December 31, 2005                                                     (126,805)      (126,805)
                                                    ---------      ---------      ---------      ---------      ---------

BALANCE - December 31, 2005                                75      $  10,000      $ (15,500)     $ (85,157)     $ (90,657)
                                                    =========      =========      =========      =========      =========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                        4
<PAGE>

                           AMP - BEST CONSULTING, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE><CAPTION>
                                                                  2005           2004
                                                              -----------    -----------
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                           $  (126,805)   $    47,940
  Adjustments to reconcile net (loss) income to net
   cash (used in) operating activities
  Depreciation and amortization                                    21,000         12,572
  Changes in operating assets and liabilities
     (Increase) decrease in:
Trade accounts receivable                                         (18,322)      (181,399)
Inventory                                                          13,281         10,784
Prepaid expenses                                                     (834)        (5,383)
Certifications & Licenses                                           2,072         (9,255)
Security deposit                                                     --             (775)
      Increase (decrease) in:
Accounts payable and accrued expenses                              56,937        (31,608)
Unearned revenue                                                   38,480         19,625
Income tax payable                                                (12,794)        12,794
                                                              -----------    -----------
     Net cash provided by (used in) operating activities          (26,985)      (124,705)
                                                              -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                            (47,330)       (18,997)
                                                              -----------    -----------
     Net cash (used in) investing activities                      (47,330)       (18,997)
                                                              -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds of related party debt                                 14,929        140,187
Proceeds of long-term debt                                        135,970         64,273
Repayment of notes payable                                        (53,394)       (13,553)
Proceeds from capital lease                                          --            4,185
Repayment of capital lease                                         (2,161)          (621)
                                                              -----------    -----------
     Net cash provided by financing activities                     95,344        194,471
                                                              -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                          21,029         50,769

CASH- BEGINNING OF YEAR                                            50,825             56
                                                              -----------    -----------

CASH - END OF YEAR                                            $    71,854    $    50,825
                                                              ===========    ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                        5
<PAGE>

                           AMP - BEST CONSULTING, INC.
                      STATEMENTS OF CASH FLOWS (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


                                                         2005           2004
                                                     -----------    -----------

SUPPLEMENTAL CASH FLOW INFORMATION

During the year, cash was paid for the following:
     Interest expense                                $    29,177    $    15,344
                                                     ===========    ===========
     Income taxes                                    $       --     $       --
                                                     ===========    ===========





















                                        6
<PAGE>

                        BAGELL, JOSEPHS & COMPANY, L.L.C.
                          Certified Public Accountants
                               High Ridge Commons
                           200 Haddonfield Berlin Road
                                 Suites 400-403
                           Gibbsboro, New Jersey 08026
                        (856) 346-2828 Fax (856) 346-2882


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders' of
AMP-Best Consulting, Inc.
Syracuse, NY

We have audited the accompanying balance sheet of AMP-Best Consulting, Inc. as
of December 31, 2005 and 2004 and the related statements of operations, change
in stockholders' equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

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




Bagell, Josephs, Levine & Company, L.L.C.
BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
Certified Public Accountants
Gibbsboro, New Jersey

July 25, 2005



     MEMBER OF:    AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                   NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
                   PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                   NEW YORK STATE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                            AMP-BEST CONSULTING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 1-  BACKGROUND

         AMP-Best Consulting, Inc., ("the Company") is a New York based
         information technology company, value added reseller, and master
         developer of the Sage Software family of products. Among the solutions
         we sell and support are: Sage MAS 500 ERP, Sage MAS 90, 200, and 200
         SQL, Sage BusinessWorks, Sage MIP, Sage Abra, ACT! by Sage, Sage CRM,
         Sage FAS Asset Accounting and JobOps.

         Our team supports more than 300 clients nationwide; in manufacturing,
         custom job shops, the distribution industry, services organizations and
         non-profit agencies.

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

         The accompanying financial statements of the Company have been prepared
         on the accrual basis of accounting in accordance with the accounting
         principles generally accepted in the United States of America.
         Management believes the assumptions underlying the financial statements
         are reasonable. However, the financial statements included herein may
         not necessarily reflect the Company's results of operations, financial
         position and cash flows in the future.

         USE OF ESTIMATES

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

         CASH AND CASH EQUIVALENTS

         The Company considers all highly liquid debt instruments and other
         short-term investments with an initial maturity of three months or less
         to be cash or cash equivalents.

         The Company maintains cash and cash equivalent balances at financial
         institutions that are insured by the Federal Deposit Insurance
         Corporation up to $100,000. At various times throughout the year, the
         company had balances on deposits at the financial institutions in
         excess of federally insured limits.

                                        7
<PAGE>

                            AMP-BEST CONSULTING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)

         SOFTWARE LICENSE COSTS

         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 developed 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". 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 unamortized
         cost.

         INTELLECTUAL PROPERTY

         The Company has developed a software application that is unique to the
         metal finishing industry. The application combines two existing
         software programs and assists the companies in the specific
         identification process for work-in-process costing. The Company does
         not have any patent on the application, as they do not own the software
         for which the process is applied. The Company has expensed the costs to
         Research and Development expenses.

         REVENUE RECOGNITION

         The Company recognizes revenues from consulting services as the
         services are performed. Hardware and software revenues are recognized
         when the product is shipped to the customer. Support agreement
         commissions are recognized when payment is received since the Company
         has no obligation to perform any further services under the agreement.
         Normal and customary payment terms require payment for the software
         license fees when the product is shipped. Payment for software
         maintenance is due prior to the commencement of the maintenance period.
         It is also the Company's policy to not provide customers the right to
         refund any portion of its license fees.

         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 revenues
         and recognized over the respective terms of the agreements.

                                        8
<PAGE>

                            AMP-BEST CONSULTING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)

         REVENUE RECOGNITION (CONTINUED)

         The Company does not allocate revenues between the software licensing
         fees and the software maintenance contracts, as the one-year warranty
         period is incidental to the total market value of the product sold. The
         software maintenance and customer support services are free for the
         first year the product is licensed (considered to be the warranty
         period) and is not considered essential to the functionality of the
         software. The software maintenance and support agreement provides for
         free software updates, if any, and technical support the customer may
         need in deploying or changing the original configuration of the
         software. Generally, customer support in the first year of use is
         usually limited to installation and connectivity issues with respect to
         the end user telephone environment. The Company separately records a
         warranty reserve to account for the estimated costs to provide
         maintenance and support.

         TRADE ACCOUNTS RECEIVABLE

         The Company does not provide for any reserves with regard to the
         allowance for bad debts. It is the practice of the Company to record
         full amount of accounts receivable when the invoice to the customer is
         billed. The customer has 90 days in which to make full payment on the
         outstanding balance due, or the contract is cancelled. If no payment is
         received, the receivable is removed along with the corresponding
         revenue amount. The Company has experienced a minimal amount of
         removal, since their customers are dependent upon the maintenance of
         the software.

         PROPERTY AND EQUIPMENT

         Property and equipment is stated at cost. Depreciation is provided
         using the straight-line method over the estimated useful lives of the
         assets. Repairs and maintenance costs are expensed, while additions and
         betterments are capitalized. When property and equipment are retired or
         otherwise disposed of, the cost and related accumulated depreciation
         are removed from the accounts and the resulting gain or loss is
         included in operations.

         ADVERTISING

         Advertising and exhibition costs are expensed in the period incurred.
         For the years ended December 31, 2005 and 2004, advertising and
         exhibition costs totaled $3,071 and $8,716, respectively.

                                        9
<PAGE>

                            AMP-BEST CONSULTING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)

         RESEARCH AND DEVELOPMENT COSTS

         Research and development costs are charged to expense as incurred.

         INCOME TAXES

         The Company accounts for income taxes under the Financial Accounting
         Standards Board of Financial Accounting Standards ("SFAS") No. 109
         "ACCOUNTING FOR INCOME TAXES" ("Statement 109"). Under Statement 109,
         deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax basis. Deferred tax assets and liabilities are measured
         using enacted tax rates expected to apply to taxable income in the
         years in which those temporary differences are expected to be recovered
         or settled. Under Statement 109, the effect on deferred tax assets and
         liabilities of a change in tax rates is recognized in income in the
         period that includes the enactment date.

         EARNINGS (LOSS) PER SHARE

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

         The computation of basic EPS is computed by dividing net income or
         (loss) available to common stockholders by the weighted average number
         of common shares outstanding. 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.


                                                  2005            2004
                                               ----------      ----------
         Net income (loss)                     $ (126,805)     $   47,940
                                               ----------      ----------
         Weighted average number of shares
             outstanding                               75              75
                                               ==========      ==========

         Earnings (Loss) per share             $(1,690.73)    $    639.20
                                               ==========      ==========


                                       10
<PAGE>

                            AMP-BEST CONSULTING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)

         GOODWILL AND OTHER INTANGIBLE ASSETS

         In June 2001, the FASB issued Statement No. 142 "Goodwill and Other
         Intangible Assets". This statement addresses financial accounting and
         reporting for acquired goodwill and other intangible assets and
         supersedes APB Opinion No. 17, Intangible Assets. It addresses how
         intangible assets that are acquired individually or with a group of
         other assets (but not those acquired in a business combination) should
         be accounted for in financial statements upon their acquisition.

         This Statement also addresses how goodwill and other intangible assets
         should be accounted for after they have been initially recognized in
         the financial statements.

         RECENT ACCOUNTING PRONOUNCEMENTS

         In May 2003, the FASB issued FAS No. 150, "Accounting for certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity" ("FAS No. 150"). FAS 150 requires that certain financial
         instruments issued in the form of shares that are mandatorily
         redeemable as well as certain other financial instruments be classified
         as liabilities in the financial statements. FAS No. 150 is effective
         for financial instruments entered into or modified after May 31, 2003.
         The adoption of FAS No. 150 did not have a material affect on the
         Company's reported financial results.

         In November 2004, the FASB issued Financial Accounting Standards No.
         151 (FS 151), "Inventory Costs - an amendment of ARB No. 43, Chapter
         4". FAS 151 clarifies the accounting for abnormal amounts of idle
         facility expense, freight, handling costs and spoilage. In addition,
         FAS 151 requires companies to base the allocation of fixed production
         overhead to the costs of conversion on the normal capacity of
         production facilities. FAS 151 is effective for the Company in 2006.
         The Company does not expect FAS 151 to have a material impact on its
         results or financial statements.

                                       11
<PAGE>

                            AMP-BEST CONSULTING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)

         RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

         On December 16, 2004, FASB issued Statement of Financial Accounting
         Standards No. 153, Exchanges of Non-monetary Assets, an amendment of
         APB Opinion No. 29, Accounting for Non-monetary Transactions (" FAS
         153"). This statement amends APB Opinion 29 to eliminate the exception
         for non-monetary exchanges of similar productive assets and replaces it
         with a general exception for exchanges of non-monetary assets that do
         not have commercial substance. Under FAS 153, if a non-monetary
         exchange of similar productive assets meets a commercial-substance
         criterion and fair value is determinable, the transaction must be
         accounted for at fair value resulting in recognition of any gain or
         loss. FAS 153 is effective for non-monetary transactions in fiscal
         periods that begin after June 15, 2005. The Company does not anticipate
         that the implementation of this standard will have a material impact on
         its financial position, results of operations or cash flows.

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

         RECLASSIFICATION

         Certain amounts from 2004 have been reclassified to conform to the 2005
         presentation.

                                       12
<PAGE>

                            AMP-BEST CONSULTING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 3-  PROPERTY AND EQUIPMENT

         Property and equipment at December 31, 2005 and 2004 is as follows:

                                                          2005       2004
                                                        --------   --------
         Computers and other hardware                   $ 74,490   $ 51,996
         Network Equipment                                26,168      1,332
         Office Equipment                                 35,440     35,440
         Less:  accumulated depreciation                 (54,557)   (33,557)
                                                        --------   --------
         Net equipment                                  $ 81,541   $ 55,212
                                                        ========   ========

         Depreciation expense for the years ended December 31, 2005 and 2004 was
         $21,000 and $12,572 respectively.


NOTE 4-  GOODWILL AND OTHER INTANGIBLE ASSETS

         In December 2003, the Company completed the asset acquisition of
         Advantium. The Company recorded total consideration for the acquisition
         of $200,000 comprised of fixed assets of $25,000 and goodwill of
         $175,000 and a loan payable of $200,000 to Lorraine Nechaeu, owner.
         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 $175,000, which represented amounts paid in
         excess of the fair market value of the acquired assets.

         Over the years, the Company has acquired licenses from Sage Software
         and is required to maintain their certifications with Sage, which
         permits the Company to resell the Sage products. The cost of these
         licenses and certifications has been recorded as intangible assets in
         the period when they occurred. Management periodically reviews the
         value of all intangible assets, and will record impairment as required.
         During the year ended December 31, 2005, the Company wrote off the Sage
         Master Builders Reseller License cost of $1,000 and various other
         expired certifications for approximately $7,300.

                                       13
<PAGE>

                            AMP-BEST CONSULTING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 5-  CAFETERIA PLAN

         The Company employs a Code Section 125 cafeteria plan, which allows for
         qualified individuals of the Company to participate with pre-tax
         contributions, as well as post-tax contributions. The plan was
         established to allow for contributions for medical savings plans,
         dental plans, and health care reimbursements.

         The pre-tax contributions made for the years ended December 31, 2005
         and 2004 were $26,322 and $13,320, respectively.

NOTE 6-  LONG-TERM DEBT

         The Company renewed their line of credit with M&T Bank for an amount up
         to $200,000. The line is normally renewed annually. The secured line of
         credit has no expiration, bears interest at prime plus .75% per annum,
         which can change with the fluctuations in the prime rate. Principal
         shall be due and payable on demand from the bank. At various times
         during the 2005 and 2004, the Company has drawn down and repaid funds
         from the line of credit. As of December 31, 2005 and 2004, the
         outstanding principal balance is $176,445 and $90,475, respectively.

         On December 17, 2003, the Company entered into an unsecured promissory
         note totaling $75,000 with M&T Bank. The unsecured note is for a term
         of 5 years, bears interest at prime plus .75% per annum and is due in
         monthly installments of principal and interest of $1,406. As of
         December 31, 2005 and 2004, the outstanding principal balance is
         $47,930 and $61,447, respectively.

         On October 21, 2005, the Company entered into an unsecured promissory
         note totaling $50,000 with M&T Bank. The unsecured note is for a term
         of 5 years, bears interest at prime plus .75% per annum and is due in
         monthly installments of principal of $833.33 plus interest. As of
         December 31, 2005, the outstanding principal balance is $48,333.

         Pursuant to the terms of the Advantium Purchase Agreement on December
         31, 2003 the Company assumed a liability of $200,000 due and payable to
         Lorraine Nechaev, who also became the Director of Training
         Implementation Unit. This loan is due upon demand, and the repayment
         terms are based on 20% of the sales revenue generated by the client
         list purchased in the agreement. In addition, the loan agreement
         contains no provision for accrued interest. As such, the loan is
         classified as all current.


                                       14
<PAGE>

                            AMP-BEST CONSULTING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 6-  LONG-TERM DEBT (CONTINUED)

         Maturities for the five (5) years ended December 31 are as follows:

                    2006                       $ 271,462
                    2007                          24,966
                    2008                          25,693
                    2009                          19,823
                    2010                               0
                                               ---------
                   Total                       $ 341,944


NOTE 7-  DUE TO/FROM RELATED PARTIES

         At various times during the years, one of the principal officers of the
         Company has loaned money to the company and has used his personal
         credit card to fund the working capital needs of the Company. This
         officer passes interest charges and minimum principal payments onto the
         company for payments on the loan portions and the company remits
         payment directly. As of December 31, 2005 and 2004, the outstanding
         principal balance of the related party account is $314,929 and
         $300,000, respectively.


         In 2003, the Company had advanced funds to an officer. There were no
         repayment terms specific with the advancement, and it is classified as
         a non-interest bearing loan. The outstanding balance as of December 31,
         2005 and 2004 was $7,500 and $7,500, respectively.

NOTE 8-  PROVISION FOR INCOME TAXES

         The reconciliation of the effective income tax rate to the Federal
         statutory rate is as follows: December 31,

                                                         2005       2004
                                                        ------     ------
         Federal Income Tax Rate                         15.0%      15.0%
         Deferred Tax Credit                              --        (2.4)%
         Effect of valuation allowance                  (14.3)%      --
         State Income Tax, Net of Federal Benefit         8.5%       8.5%
                                                        ------      -----
         Effective Income Tax Rate                        9.2%      21.1%
                                                        ======      =====

                                       15
<PAGE>

                            AMP-BEST CONSULTING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004


NOTE 8-  PROVISION FOR INCOME TAXES (CONTINUED)

         For income tax purposes, the Company reports as a cash basis entity.
         For financial reporting purposes, the Company accrues the tax liability
         as an accrual basis taxpayer. As of December 31, 2005, the Company has
         net operating loss carry forwards of approximately $85,000 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.

NOTE 9-  CAPITALIZED LEASE OBLIGATIONS

         The Company leases computers, which have been classified as capital
         leases. Depreciation of the assets under capital leases is included in
         depreciation expense.

         Capitalized lease obligations are comprised as follows:

                                                         2005        2004
                                                       --------    --------
         Capitalized lease with a financial
         institution, payable in monthly
         installments of $208 including interest
         at 5.5% from August 2004 to August 2006.      $  1,403    $  3,564

         Less: Current Maturities (including
         interest):                                      (1,403)     (2,161)
                                                       --------    --------
                                                       $    --     $  1,403
                                                       ========    ========

         At December 31, 2005, future minimum payments on these leases are as
         follows:

                               YEAR          AMOUNT
                               ----          ------
                               2006          $1,403


                                       16
<PAGE>

                            AMP-BEST CONSULTING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004


NOTE 10- STOCKHOLDERS' EQUITY (DEFICIT)

         The Company currently has 1 class of common stock authorized. There are
         200 shares authorized of no par common stock, 100 shares issued, and 75
         shares currently outstanding at December 31, 2005 and 2004,
         respectively. In 2003, the Company acquired the 25 shares of one of the
         original owners, and placed the shares into treasury. The net amount
         paid for the stock was $15,500, which has been charged to treasury
         stock on the balance sheet. There have been no additional issuances of
         the Company's stock since inception.

NOTE 11- RELATED PARTY TRANSACTIONS

         As previously disclosed, the Company has been advanced funds to cover
         day-to-day operations when cash flow was minimal by an officer and
         shareholder of the Company. Repayments were made directly by the
         Company to the lending institution where the funds were borrowed.

         The Company's main office is located in Syracuse, New York. The
         building is owned by one of the officers of the Company. The Company
         leases the office space from said related party on a month-to-month
         lease term. The lease agreement calls for a monthly fee of $1,500, plus
         utilities. All lease payments are charged to rent expense, and the
         utilities are charged to operations. Amounts charged to rent expense
         for the years ended December 31, 2005 and 2004 were $18,000 and
         $18,000, respectively.


                                       17
<PAGE>

                            AMP-BEST CONSULTING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 12- SUBSEQUENT EVENTS

         SALE OF COMPANY TO SWK TECHNOLOGIES, INC.

         On May 31, 2006, the owners of the Company completed the transfer of
         the operations of the Company to SWK Technologies, Inc, a wholly owned
         subsidiary of Trey Resources, Inc. Pursuant to the Asset Purchase
         Agreement dated May 31, 2006, SWK acquired the name of the Company and
         certain assets and they assumed certain liabilities in exchange for
         $60,000 in cash, a $380,000 five year unsecured promissory note to
         Crandall Melvin III and 6,000,000 restricted shares of Trey Resources,
         Inc. Class A Common Stock. SWK immediately transferred the employees of
         the Company to the SWK payroll and assumed the open obligations for
         unfilled orders and maintenance for the existing customers. Immediately
         prior to the completion of the acquisition, Mr. Melvin paid down the
         line of credit with M&T Bank and settled the loan with Lorraine
         Nechaeu. Cash available in the cash account and proceeds of the
         collections of accounts receivables will be used to pay down the
         outstanding accounts payable and settle accrued liabilities. Excess
         cash will be distributed to Mr. Melvin and the Company will be closed
         in due course.

         NAME CHANGE

         The Company applied to the New York Department of State an application
         to have the Company name changed from "AMP - Best Consulting, Inc." to
         "6834 Buckley Road, Inc.". The application was approved by the State on
         July 17, 2006.











                                       18
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>exhibit99-2_14580.txt
<DESCRIPTION>AMP-BEST UNAUDITED FINANCIALS
<TEXT>
                                                                    EXHIBIT 99.2
                                                                    ------------










                            AMP-BEST CONSULTING, INC.
                              FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2006 AND 2005
                                   (UNAUDITED)












<PAGE>

                            AMP-BEST CONSULTING, INC.
                          INDEX TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)



                                TABLE OF CONTENTS



PAGE(S)


Report of Independent Registered Public Accounting Firm                        1

Balance Sheets at March 31, 2006 and 2005 (unaudited)                          2

Statements of Income for the three months
     Ended March 31, 2006 and 2005 (unaudited)                                 3

Statements of Changes in Stockholders' Equity (Deficit) for the
       Three months ended March 31, 2006 and 2005 (unaudited)                  4

Statements of Cash Flows for the three months
     Ended March 31, 2006 and 2005(unaudited)                                5-6

Notes To Financial Statements                                               7-14
<PAGE>


                    BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
                          Certified Public Accountants
                               High Ridge Commons
                                 Suites 400-403
                           200 Haddonfield Berlin Road
                           Gibbsboro, New Jersey 08026
                        (856) 346-2828 Fax (856) 346-2882


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders' of
AMP - Best Consulting, Inc.
Syracuse, NY

We have reviewed the accompanying balance sheets of AMP - Best Consulting, Inc.
(the "Company") as of March 31, 2006 and 2005 and the related statements of
income, changes in stockholders' (deficit), and cash flows for the year then
ended. These interim financial statements are the responsibility of the
Company's management.

We conducted our reviews in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit in accordance with standards of the
Public Company Accounting Oversight Board, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the financial statements referred to above in order for them to be in
conformity with U.S. generally accepted accounting principles.


BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
Certified Public Accountants
Gibbsboro, New Jersey

July 29, 2006





          MEMBER OF:     AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                         NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
                         PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                         NEW YORK STATE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

                                       1
<PAGE>

                           AMP - BEST CONSULTING, INC.
                                 BALANCE SHEETS
                             MARCH 31, 2006 AND 2005
                                   (UNAUDITED)

<TABLE><CAPTION>
                                                  ASSETS
                                                                            2006              2005
                                                                        ------------      ------------
<S>                                                                     <C>               <C>

  Cash and cash equivalents                                             $     67,850      $     20,328
  Trade accounts receivable                                                  433,366           422,786
  Prepaid expenses                                                             3,606            19,882
  Inventory                                                                    5,538            12,506
  Due from related parties                                                     7,500             7,500
                                                                        ------------      ------------
        Total current assets                                                 517,860           483,002
                                                                        ------------      ------------

PROPERTY AND EQUIPMENT, net                                                   82,791            61,110
                                                                        ------------      ------------

OTHER ASSETS
Goodwill                                                                     175,000           175,000
Certifications and Licenses                                                   58,370            63,488
Security deposits                                                              1,300             1,300
                                                                        ------------      ------------
        Total other assets                                                   234,670           239,788
                                                                        ------------      ------------

  TOTAL ASSETS                                                          $    835,321      $    783,900
                                                                        ============      ============

                            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Long term debt, current portion                                         $    190,245      $    141,071
Capital lease obligations, current portion                                       820             1,403
Due to related parties                                                       351,000           300,000
   Accounts payable and accrued expenses                                     242,113           124,262
   Unearned revenue                                                           50,320            68,628
Income tax payable                                                              --              25,266
                                                                        ------------      ------------
         Total current liabilities                                           834,498           660,630
                                                                        ------------      ------------

LONG-TERM LIABILITIES
Long term debt, net of current portion                                        66,533            44,874
Capital lease obligation, net of current portion                                --               1,647
                                                                        ------------      ------------
         Total long-term liabilities                                          66,533            46,521
                                                                        ------------      ------------

                      Total liabilities                                      901,031           707,151
                                                                        ------------      ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, no par value, 200 shares authorized;
    100 shares issued and 75 shares outstanding                               10,000            10,000
  Treasury Stock, 25 shares at cost                                          (15,500)          (15,500)
  Retained Earnings (deficit)                                                (60,210)           82,249
                                                                        ------------      ------------
         Total stockholders' equity (deficit)                                (65,710)           76,749
                                                                        ------------      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                    $    835,321      $    783,900
                                                                        ============      ============

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

                           AMP - BEST CONSULTING, INC.
                              STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                                            2006              2005
                                                                        ------------      ------------
<S>                                                                     <C>               <C>
SALES, net                                                              $    394,351      $    443,805

COST OF SALES                                                                148,481           156,736
                                                                        ------------      ------------

GROSS PROFIT                                                                 245,870           287,069
                                                                        ------------      ------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
     Selling expenses                                                        158,904           176,637
     General and administrative                                               36,424            32,245
     Facility costs                                                           23,474            18,311
                                                                        ------------      ------------
                Total Selling, General and Administrative Expenses           218,802           227,193
                                                                        ------------      ------------

INCOME FROM OPERATIONS                                                        27,068            59,876
                                                                        ------------      ------------

OTHER INCOME (EXPENSE)
     (Interest expense)                                                      (12,439)           (6,803)
     Miscellaneous income                                                     10,318              --
                                                                        ------------      ------------

TOTAL OTHER INCOME (EXPENSE)                                                  (2,121)           (6,803)
                                                                        ------------      ------------

INCOME BEFORE PROVISION FOR INCOME TAXES                                      24,947            53,073

PROVISION FOR INCOME TAXES                                                      --              12,472
                                                                        ------------      ------------

NET INCOME AVAILABLE TO COMMON SHARES                                   $     24,947      $     40,601
                                                                        ============      ============


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                        75                75
                                                                        ============      ============

EARNINGS PER SHARE COMMON STOCK                                         $     332.63      $     541.35
                                                                        ============      ============

            The accompanying notes are an integral part of these financial statements.
</TABLE>
                                       3
<PAGE>
                           AMP - BEST CONSULTING, INC.
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005

<TABLE><CAPTION>





                                                            Common Stock                                       Total
                                                       -----------------------    Treasury      Retained    Stockholders'
                                                         Shares       Amount       Stock        Earnings   Equity (Deficit)
                                                       ----------   ----------   ----------    ----------    ----------
<S>                                                    <C>          <C>          <C>           <C>           <C>
BALANCE - January 1, 2005                                      75   $   10,000   $  (15,500)   $   41,648    $   36,148

Net income for the three months ended March 31, 2005                                               40,601        40,601
                                                       ----------   ----------   ----------    ----------    ----------

BALANCE - March 31, 2005                                       75   $   10,000   $  (15,500)   $   82,249    $   76,749
                                                       ==========   ==========   ==========    ==========    ==========




BALANCE - January 1, 2006                                      75   $   10,000   $  (15,500)   $  (85,157)   $  (90,657)

Net income for the three months ended March 31, 2006                                               24,947        24,947
                                                       ----------   ----------   ----------    ----------    ----------

BALANCE - December 31, 2005                                    75   $   10,000   $  (15,500)   $  (60,210)   $  (65,710)
                                                       ==========   ==========   ==========    ==========    ==========




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

                                       4
<PAGE>
                           AMP - BEST CONSULTING, INC.
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)
<TABLE><CAPTION>

                                                                            2006              2005
                                                                        ------------      ------------
<S>                                                                     <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                            $     24,947      $     40,601
  Adjustments to reconcile net income to net
   cash provided by operating activities
  Depreciation and amortization                                                5,250             5,000
  Changes in operating assets and liabilities
     (Increase) decrease in:
Trade accounts receivable                                                    (50,450)          (58,192)
Inventory                                                                      1,995             8,308
Prepaid expenses                                                               2,611           (14,499)
Certifications and Licenses                                                     --              (3,046)
      Increase (decrease) in:
Accounts payable and accrued expenses                                         84,586            23,672
Unearned revenue                                                             (16,765)           40,023
Income tax payable                                                              --              12,472
                                                                        ------------      ------------
                      Net cash provided by operating activities               52,174            54,339
                                                                        ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                            (6,500)          (10,899)
                                                                        ------------      ------------
                      Net cash (used in) investing activities                 (6,500)          (10,899)
                                                                        ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayment to line of credit                                              (10,001)          (70,063)
Net advances of related party debt                                            36,071              --
Repayment of notes payable                                                   (75,165)           (3,360)
Repayment of capital lease                                                      (583)             (514)
                                                                        ------------      ------------
                      Net cash (used in) financing activities                (49,678)          (73,937)
                                                                        ------------      ------------

NET(DECREASE) IN CASH AND CASH EQUIVALENTS                                    (4,004)          (30,497)

CASH- BEGINNING OF PERIOD                                                     71,854            50,825
                                                                        ------------      ------------

CASH - END OF PERIOD                                                    $     67,850      $     20,328
                                                                        ============      ============

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

                           AMP - BEST CONSULTING, INC.
                      STATEMENTS OF CASH FLOWS (Continued)
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)

<TABLE><CAPTION>
                                                                            2006              2005
                                                                        ------------      ------------
<S>                                                                     <C>               <C>
SUPPLEMENTAL CASH FLOW INFORMATION

During the year, cash was paid for the following:
     Interest expense                                                   $      9,109      $      6,803
                                                                        ============      ============
     Income taxes                                                       $       --        $       --
                                                                        ============      ============




























            The accompanying notes are an integral part of these financial statements.
</TABLE>
                                       6
<PAGE>

                            AMP-BEST CONSULTING, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             MARCH 31, 2006 AND 2005

NOTE 1-     BACKGROUND
            ----------

            AMP-Best Consulting, Inc., ("the Company") is a New York based
            information technology company, value added reseller and master
            developer of the Sage Software family of products. Among the
            solutions we sell and support are: Sage MAS 500 ERP, Sage MAS 90,
            200, and 200 SQL, Sage BusinessWorks, Sage MIP, Sage Abra, ACT! by
            Sage, Sage CRM, Sage FAS Asset Accounting and JobOps.

            Our team supports more than 300 clients nationwide; in
            manufacturing, custom job shops, the distribution industry, services
            organizations and non-profit agencies.

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

            Basis of Presentation
            ---------------------

            The accompanying financial statements of the Company have been
            prepared on the accrual basis of accounting in accordance with the
            accounting principles generally accepted in the United States of
            America. Management believes the assumptions underlying the
            financial statements are reasonable. However, the financial
            statements included herein may not necessarily reflect the Company's
            results of operations, financial position and cash flows in the
            future.

            Use of Estimates
            ----------------

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

            Cash and Cash Equivalents
            -------------------------

            The Company considers all highly liquid debt instruments and other
            short-term investments with an initial maturity of three months or
            less to be cash or cash equivalents.

            The Company maintains cash and cash equivalent balances at financial
            institutions that are insured by the Federal Deposit Insurance
            Corporation up to $100,000. At various times throughout the period,
            the company had balances on deposits at the financial institutions
            in excess of federally insured limits.

                                       7
<PAGE>

                            AMP-BEST CONSULTING, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             MARCH 31, 2006 AND 2005

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

            Software License Costs
            ----------------------

            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 developed 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". 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 unamortized cost.

            Intellectual property
            ---------------------

            The Company has developed a software application that is unique to
            the metal finishing industry. The application combines two existing
            software programs and assists the companies in the specific
            identification process for work-in-process costing. The Company does
            not have any patent on the application, as they do not own the
            software for which the process is applied. The Company has expensed
            the costs to Research and Development expenses.

            Revenue Recognition
            -------------------

            The Company recognizes revenues from consulting services as the
            services are performed. Hardware and software revenues are
            recognized when the product is shipped to the customer. Support
            agreement commissions are recognized when payment is received since
            the Company has no obligation to perform any further services under
            the agreement.

            Normal and customary payment terms require payment for the software
            license fees when the product is shipped. Payment for software
            maintenance is due prior to the commencement of the maintenance
            period. It is also the Company's policy to not provide customers the
            right to refund any portion of its license fees.

            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 revenues and recognized over the respective terms of the
            agreements.

                                       8
<PAGE>

                            AMP-BEST CONSULTING, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             MARCH 31, 2006 AND 2005

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

            Revenue Recognition (continued)
            -------------------------------

            The Company does not allocate revenues between the software
            licensing fees and the software maintenance contracts as the
            one-year warranty period is incidental to the total market value of
            the product sold. The software maintenance and customer support
            services are free for the first year the product is licensed
            (considered to be the warranty period) and is not considered
            essential to the functionality of the software. The software
            maintenance and support agreement provides for free software
            updates, if any, and technical support the customer may need in
            deploying or changing the original configuration of the software.
            Generally, customer support in the first year of use is usually
            limited to installation and connectivity issues with respect to the
            end user telephone environment. The Company separately records a
            warranty reserve to account for the estimated costs to provide
            maintenance of the software.

            Trade Accounts Receivable
            -------------------------

            The Company does not provide for any reserves with regards to the
            allowances for bad debts. It is the practice of the Company to
            record full amount of accounts receivable when the invoice to the
            customer is billed. The customer has 90 days in which to make full
            payment on the outstanding balance due, or the contract is
            cancelled. If no payment is received, the receivable is removed
            along with the corresponding revenue amount. The Company has
            experienced a minimal amount of removal, since their customers are
            dependent upon the maintenance of the software.


            Property and Equipment
            ----------------------

            Property and equipment is stated at cost. Depreciation is provided
            using the straight-line method over the estimated useful lives of
            the assets. Repairs and maintenance costs are expensed, while
            additions and betterments are capitalized. When property and
            equipment are retired or otherwise disposed of, the cost and related
            accumulated depreciation are removed from the accounts and the
            resulting gain or loss is included in operations.

            Advertising
            -----------

            Advertising and exhibition costs are expensed in the period
            incurred. For the three months ended March 31, 2006 and 2005,
            advertising and exhibition costs totaled $365 and $2,222,
            respectively.

                                       9
<PAGE>

                            AMP-BEST CONSULTING, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             MARCH 31, 2006 AND 2005

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

            Research and Development Costs
            ------------------------------

            Research and development costs are charged to expense as incurred.

            Income Taxes
            ------------

            The Company accounts for income taxes under the Financial Accounting
            Standards Board of Financial Accounting Standards ("SFAS") No. 109
            "Accounting for Income Taxes" ("Statement 109"). Under Statement
            109, deferred tax assets and liabilities are recognized for the
            future tax consequences attributable to differences between the
            financial statement carrying amounts of existing assets and
            liabilities and their respective tax basis. Deferred tax assets and
            liabilities are measured using enacted tax rates expected to apply
            to taxable income in the years in which those temporary differences
            are expected to be recovered or settled. Under Statement 109, the
            effect on deferred tax assets and liabilities of a change in tax
            rates is recognized in income in the period that includes the
            enactment date.

            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 net income or
            (loss) available to common stockholders by the weighted average
            number of common shares outstanding. Diluted earnings per share
            gives effect to all dilutive potential common shares outstanding
            during the period. The Company did not have any common stock
            equivalents available at March 31, 2006 and 2005, respectively.


                                                 March 31, 2006   March 31, 2005
                                                  ------------     ------------
            Net Income                            $     24,947     $     40,601
                                                  ------------     ------------
            Weighted average number of shares
                outstanding                                 75               75
                                                  ============     ============

            Earings per share                     $     332.63     $     541.35
                                                  ============     ============

                                       10
<PAGE>

                            AMP-BEST CONSULTING, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             MARCH 31, 2006 AND 2005

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

            Goodwill and Other Intangible Assets
            ------------------------------------

            In June 2001, the FASB issued Statement No. 142 "Goodwill and Other
            Intangible Assets". This statement addresses financial accounting
            and reporting for acquired goodwill and other intangible assets and
            supersedes APB Opinion No. 17, Intangible Assets. It addresses how
            intangible assets that are acquired individually or with a group of
            other assets (but not those acquired in a business combination)
            should be accounted for in financial statements upon their
            acquisition.


            This Statement also addresses how goodwill and other intangible
            assets should be accounted for after they have been initially
            recognized in the financial statements.


NOTE 3-     GOODWILL AND OTHER INTANGIBLE ASSETS
            ------------------------------------

            In December 2003, the Company completed the asset acquisition of
            Advantium. The Company recorded total consideration for the
            acquisition of $200,000 comprised of fixed assets of $25,000 and
            goodwill of $175,000 and a loan payable of $200,000 to Lorraine
            Nechaeu, owner. 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 $175,000,
            which represented amounts paid in excess of the fair market value of
            the acquired assets.

            Over the years, the Company has acquired licenses from Sage Software
            and is required to maintain their certifications with Sage, which
            permits the Company to resell the Sage products. The cost of these
            licenses and certifications has been recorded as intangible assets
            in the period when they occurred. Management periodically reviews
            the value of these assets and will impair them as required.

                                       11
<PAGE>

                            AMP-BEST CONSULTING, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             MARCH 31, 2006 AND 2005

NOTE 4-     LONG TERM DEBT
            --------------

            The company renewed their line of credit with M&T Bank for an amount
            up to $200,000. The line is normally renewed annually. The secured
            line of credit bears interest at prime plus .75% per annum, which
            can change with the fluctuations in the prime rate. Principal shall
            be due and payable on demand from the bank. In the three months
            ended March 31, 2006, the Company drew down $75,000 from its line of
            credit and repaid $85,000 to its line of credit. As of March 31,
            2006 and 2005, the outstanding principal balance was $166,444 and
            $31,211, respectively.

            On December 17, 2003, the Company entered into an unsecured
            promissory note totaling $75,000 with M&T Bank. The unsecured note
            is for a term of 5 years, bears interest at prime plus .75% per
            annum and is due in monthly installments of principal and interest
            of $1,406. As of March 31, 2006 and 2005, the outstanding principal
            balance was $44,501 and $58,087, respectively.

            On October 21, 2005, the Company entered into an unsecured
            promissory note totaling $50,000 with M&T Bank. The unsecured note
            is for a term of 5 years, bears interest at prime plus .75% per
            annum and is due in monthly installments of principal of $833.33
            plus interest. As of March 31, 2006, the outstanding principal
            balance is $45,833.

            Pursuant to the terms of the Advantium Purchase Agreement on
            December 31, 2003, the Company assumed a liability of $200,000 due
            and payable to Lorraine Nechaev, who also became the Director of
            Training Implementation Unit. This loan is due upon demand and the
            repayment terms are based on 20% of the sales revenue generated by
            the client list purchased in the agreement. The terms of the loan
            agreement were negotiated, and $10,318 was discounted from the
            balance of the loan. This amount has been reflected as "Other
            income" on the Statements of Income. In addition, the loan agreement
            did not contain a provision for accrued interest. During the three
            months ended March 31, 2006, the balance was paid in full.

NOTE 5 -    DUE TO/FROM RELATED PARTIES
            ---------------------------

            At various times during the years, one of the principal officers of
            the Company has loaned money to the company and has used his
            personal credit card to fund the working capital needs of the
            Company. This officer passes interest charges and minimum principal
            payments onto the company for payments on the loan portions and the
            company remits payments directly. As of March 31, 2006 and 2005, the
            outstanding principal balance was $351,000 and $300,000,
            respectively.

            In 2003, the Company had advanced funds to an officer. There were no
            repayment terms specific with the advancement, and it is classified
            as a non-interest bearing loan. The outstanding balance as of March
            31, 2006 and 2005 was $7,500 and $7,500, respectively.

                                       12
<PAGE>

                            AMP-BEST CONSULTING, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             MARCH 31, 2006 AND 2005

NOTE 6 -    PROVISION FOR INCOME TAXES
            --------------------------

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

                                                             Three months
                                                            ended March 31,
                                                          2006          2005
                                                        --------      --------
            Federal Income Tax Rate                         15.0%         15.0%
            State Income Tax, Net of Federal Benefit         8.5%          8.5%
            Effect of valuation allowance                  (23.5)%        --
                                                        --------      --------
            Effective Income Tax Rate                      0.0 %          23.5%
                                                        ========      ========

            For income tax purposes, the Company reports as a cash basis entity.
            For financial reporting purposes, the Company accrues the tax
            liability as an accrual basis taxpayer. As of March 31, 2006, the
            Company has net operating loss carry forwards of approximately
            $70,000 that were 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.

NOTE 7-     STOCKHOLDERS' EQUITY
            --------------------

            The Company currently has 1 class of common stock authorized. There
            are 200 shares authorized of no par value common stock, 100 shares
            issued, and 75 shares currently outstanding at March 31, 2006 and
            2005, respectively. In 2003, the Company acquired the 25 shares of
            one of the original owners, and placed the shares into Treasury. The
            net amount paid for the stock was $15,500, which has been charged to
            treasury stock on the balance sheet. There have been no additional
            issuances of the Company's stock since inception.

                                       13
<PAGE>

                            AMP-BEST CONSULTING, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             MARCH 31, 2006 AND 2005

NOTE 8-     RELATED PARTY TRANSACTIONS
            --------------------------

            As previously disclosed, the Company has been advanced funds to
            cover day-to-day operations when cash flow was minimal by an officer
            and shareholder of the Company. Repayments were made directly by the
            Company to the lending institution where the funds were borrowed.

            The Company's main office is located in Syracuse, New York. The
            building is owned by one of the officers of the Company on a
            month-to-month lease term. The Company leases the office space from
            said related party. The lease agreement calls for a monthly fee of
            $1,500, plus utilities. All lease payments are charged to rent
            expense, and the utilities are charged to operations. Amounts
            charged to operations for the three months ended march 31, 2006 and
            2005 was $4,500 and $4,500, respectively.


NOTE 9-     SUBSEQUENT EVENTS
            -----------------

            SALE OF COMPANY TO SWK TECHNOLOGIES, INC.
            -----------------------------------------

            On May 31, 2006, the owners of the Company completed the transfer of
            the operations of the Company to SWK Technologies, Inc, a wholly
            owned subsidiary of Trey Resources, Inc. Pursuant to the Asset
            Purchase Agreement dated May 31, 2006, SWK acquired the name of the
            Company and certain assets and they assumed certain liabilities in
            exchange for $60,000 in cash, a $380,000 five year unsecured
            promissory note to Crandall Melvin III and 6,000,000 restricted
            shares of Trey Resources, Inc. Class A Common Stock. SWK immediately
            transferred the employees of the Company to the SWK payroll and
            assumed the open obligations for unfilled orders and maintenance for
            the existing customers. Immediately prior to the completion of the
            acquisition, Mr. Melvin paid down the line of credit with M&T Bank
            and settled the loan with Lorraine Nechaeu. Cash available in the
            cash account and proceeds of the collections of accounts receivables
            will be used to pay down the outstanding accounts payable and settle
            accrued liabilities. Excess cash will be distributed to Mr. Melvin
            and the Company will be closed in due course.

            NAME CHANGE
            -----------

            The Company applied to the New York Department of State an
            application to have the Company name changed from "AMP - Best
            Consulting, Inc." to "6834 Buckley Road, Inc.". The application was
            approved by the State on July 17, 2006.

                                       14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>exhibit99-3_14580.txt
<DESCRIPTION>TREY RESOURCES FINANCIAL STATEMENTS
<TEXT>
                                                                    EXHIBIT 99.3
                                                                    ------------

                              TREY RESOURCES, INC.
                    UNAUDITED PRO FORMA FINANCIAL INFORMATION

The Unaudited Pro Forma Financial Information reflects financial information,
which gives effect to the execution of the Asset Purchase Agreement between SWK
Technologies, Inc. ("SWK") (a Delaware corporation), a wholly owned subsidiary
of Trey Resources, Inc ("Trey") (a Delaware corporation), and AMP-Best
Consulting, Inc. ("AMP-Best") (a New York corporation) in exchange for 6,000,000
shares of Class A Common Stock, par value of $.00001 per share of Trey, valued
at $75,000, assumption of certain debts of AMP-Best and the issuance of a
$380,000 promissory note to Crandall Melvin III, excluding estimated transaction
costs. The acquisition has been structured as an asset purchase by SWK. The Pro
Forma Statements included herein reflect the use of the purchase method of
accounting for the above transaction. Such financial information has been
prepared from, and should be read in conjunction with, the historical audited
financial statements of TREY included in its Form 10-KSB filings, as well as in
conjunction with AMP-Best's audited financial statements filed herein.

The following pro forma condensed consolidated financial statements are
presented to illustrate the effects of the asset purchase and merger on the
historical financial position and operating results of TREY and AMP-Best. The
unaudited pro forma condensed consolidated balance sheet as of March 31, 2006
gives effect to the asset purchase and merger as if it had occurred on that
date, and combines the respective balance sheets, as adjusted, at that date. The
unaudited pro forma condensed consolidated statements of operations for the year
ended December 31, 2005 and for the three months ended March 31, 2006 give
effect to the asset purchase and merger as if it occurred at the beginning of
the periods presented and combines the respective statements of operations of
TREY and AMP-Best for the respective periods.

The pro forma information is presented for illustrative purposes only and is not
necessarily indicative of the operating results or financial position that would
have occurred if the asset purchase and merger had been consummated on the
indicated dates, nor is it necessarily indicative of future operating results.
The pro forma adjustments are based on information available at the time of this
filing. Changes in the ultimate purchase price based on future operating
performance are not reflected in these pro forma financial statements.

                                       1
<PAGE>

                              TREY RESOURCES, INC.
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

<TABLE><CAPTION>
                                                                                 As of March 31, 2006
                                                        ---------------------------------------------------------------------
                                                            Trey            AMP-Best          Pro Forma            Pro Forma
                                                          Resources        Consulting        Adjustments           Combined
                                                        ---------------------------------------------------------------------
<S>                                                     <C>               <C>               <C>                  <C>
                                      ASSETS
                                      ------
Cash                                                    $    341,938      $     67,850      $   (152,850)  ab    $    256,938
Securities available for sale                                 17,568              --                --                 17,568
Convertible debentures receivable                            342,428              --                --                342,428
Accounts Receivable                                          502,647           433,366          (433,366)   a         502,647
Inventory                                                     39,031             5,538            44,569    c
Prepaid expenses                                             150,068            11,106            (7,500)  ac         153,674
                                                        ------------------------------------------------         ------------
  Total Current Assets                                     1,393,680           517,860          (593,716)           1,317,824
                                                        ------------------------------------------------         ------------

Fixed assets, net                                            173,153            82,791             5,362   ad         261,306

Goodwill                                                     740,940           175,000           354,556   ae       1,270,496
Deposits & Other assets                                       35,373            59,670           (58,370)  ac          36,673
                                                        ------------------------------------------------         ------------
  Total Other Assets                                         776,313           234,670           296,186            1,307,169
                                                        ------------------------------------------------         ------------

Total Assets                                            $  2,343,146      $    835,321      $   (292,168)        $  2,886,299
                                                        ================================================         ============

                                   LIABILITIES
                                   -----------
Accounts payable & accrued liabilities                  $    970,564      $    242,113      $   (242,113)   a    $    970,564
Due to related parties                                     1,334,072           351,000            29,000   af       1,714,072
Current portion of debt and leases                           210,648           191,065          (173,434)  ad         228,279
Convertible debentures                                        15,000              --                --                 15,000
Deferred Revenue                                              41,804            50,320           (50,320)   a          41,804
                                                        ------------------------------------------------         ------------
  Total Current Liabilities                                2,572,088           834,498          (436,867)           2,969,719
                                                        ------------------------------------------------         ------------

Convertible debentures & derivative liabilities            1,673,859              --                --              1,673,859
Long term portion of debt and leases                          27,575            66,533             3,989   ad          98,097
                                                        ------------------------------------------------         ------------
  Total Long Term Liabilities                              1,701,434            66,533             3,989            1,771,956
                                                        ------------------------------------------------         ------------

Total Liabilities                                          4,273,522           901,031          (432,878)           4,741,675

                              STOCKHOLDERS' DEFICIT
                              ---------------------
Capital stock - Class A Common                                 1,289            10,000            (9,940)  ag           1,349
Additional Paid in Capital                                 3,841,917            74,940         3,916,857    g
Retained Deficit                                          (5,773,582)          (60,210)           60,210    a      (5,773,582)
Treasury Stock                                                  --             (15,500)           15,500    a            --
                                                        ------------------------------------------------         ------------
  Total Shareholders Deficit                              (1,930,376)          (65,710)          140,710           (1,855,376)
                                                        ------------------------------------------------         ------------

Total Liabilties & Shareholders Deficit                 $  2,343,146      $    835,321      $   (292,168)        $  2,886,299
                                                        ================================================         ============

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

                              TREY RESOURCES, INC.
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                                      For the three months ended March 31, 2006
                                                        ---------------------------------------------------------------------
                                                            Trey            AMP-Best          Pro Forma            Pro Forma
                                                          Resources        Consulting        Adjustments           Combined
                                                        ---------------------------------------------------------------------
<S>                                                     <C>               <C>               <C>                  <C>
Sales, net                                              $  1,338,934      $    394,351              --           $  1,733,285

Cost of Sales                                                822,543           148,481              --                971,024
                                                        ------------------------------------------------         ------------

Gross Profit                                                 516,391           245,870              --                762,261
                                                        ------------------------------------------------         ------------

Selling General and Adminstrative Expenses
  Selling and marketing expenses                             301,917           158,904              --                460,821
  General and administrative expenses                        452,157            54,648            15,313 h            522,118
  Depreciation & amortization                                 14,864             5,250               268 i             20,382
                                                        ------------------------------------------------         ------------
  Total Selling, General and Adminstrative Expenses          768,938           218,802            15,581            1,003,321
                                                        ------------------------------------------------         ------------

Income (Loss) from Operations                               (252,547)           27,068           (15,581)            (241,060)

Other Income (Expense)
  Interest expense                                           (40,718)          (12,439)           (7,363)j            (60,520)
  Other income                                                 1,715            10,318            12,033
                                                        ------------------------------------------------         ------------
Total Other Income (Expense)                                 (39,003)           (2,121)           (7,363)             (48,487)
                                                        ------------------------------------------------         ------------

Income (Loss) before Income Taxes                           (291,550)           24,947           (22,944)            (289,547)

Provision (benefit) for Income Taxes                            --                --                --   k               --
                                                        ------------------------------------------------         ------------

Net Income (Loss)                                       $   (291,550)     $     24,947      $    (22,944)        $   (289,547)
                                                        ================================================         ============

Net loss per share - basic & diluted                                                                             $      (0.00)
                                                                                                                 ============
Shares used in computing loss per share - basic                                                          l        125,358,391
                                                                                                                 ============

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


                              TREY RESOURCES, INC.
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                                         For the year ended December 31, 2005
                                                        ---------------------------------------------------------------------
                                                            Trey            AMP-Best          Pro Forma            Pro Forma
                                                          Resources        Consulting        Adjustments           Combined
                                                        ---------------------------------------------------------------------
<S>                                                     <C>               <C>               <C>                  <C>
Sales, net                                              $  4,180,075      $  1,555,113              --           $  5,735,188

Cost of Sales                                              2,724,406           598,658              --              3,323,064
                                                        ------------------------------------------------         ------------

Gross Profit                                               1,455,669           956,455              --              2,412,124
                                                        ------------------------------------------------         ------------

Selling General and Adminstrative Expenses
  Selling and marketing expenses                             736,038           744,089              --              1,480,127
  General and administrative expenses                      2,172,942           172,950            61,250  h         2,407,142
  Research and development expenses                             --             125,000              --                125,000
  Depreciation & amortization                                 48,277              --               1,322  I            49,599
  Impairment of goodwill                                     361,000            21,000              --                382,000
                                                        ------------------------------------------------         ------------
  Total Selling, General and Adminstrative Expenses        3,318,257         1,063,039            62,572            4,443,868
                                                        ------------------------------------------------         ------------

Income (Loss) from Operations                             (1,862,588)         (106,584)          (62,572)          (2,031,744)

Other Income (Expense)
  Interest Expense                                          (130,207)          (33,015)          (29,450) j          (192,672)
  Other expense                                             (130,994)             --                --               (130,994)
  Write off of financing costs                              (284,255)             --                --               (284,255)
                                                        ------------------------------------------------         ------------
Total Other Income (Expense)                                (545,456)          (33,015)          (29,450)            (607,921)
                                                        ------------------------------------------------         ------------

Income (Loss) before Income Taxes                         (2,408,044)         (139,599)          (92,022)          (2,639,665)

Provision (benefit) for Income Taxes                            --             (12,794)           12,794  k              --
                                                        ------------------------------------------------         ------------

Net Income (Loss)                                       $ (2,408,044)     $   (126,805)     $   (104,816)        $ (2,639,665)
                                                        ================================================         ============

Net loss per share - basic & diluted                                                                             $      (0.04)
                                                                                                                 ============
Shares used in computing loss per share - basic                                                           l        73,696,946
                                                                                                                 ============

        The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.
</TABLE>
                                       4
<PAGE>

                              TREY RESOURCES, INC.
         NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL

The Company has recorded total consideration of $540,000 for the AMP-Best
acquisition. This consideration has been allocated to the tangible and
identifiable intangible assets acquired and liabilities assumed according to
their respective fair values, with the excess purchase consideration being
allocated to goodwill at the closing of the transaction. The acquisition was
completed on June 2, 2006. The following table shows the components of total
consideration:

            Common stock                          $   75,000
            Cash payments at closing                  85,000
            Promissory note                          380,000
                                                  ----------
            Total consideration                   $  540,000
                                                  ==========

In accordance with SFAS 141, Business Combinations, the total purchase
consideration of $540,000 has been allocated to the assets acquired and
liabilities assumed, including identifiable intangible assets, based on their
respective fair values at the date of acquisition. Such allocation resulted in
goodwill of approximately $529,556. Goodwill is not expected to be deductible
for income tax purposes.

A preliminary purchase price allocation, which is subject to change based upon
Trey's final analysis, is as follows:

            Inventory                             $    5,538
            Prepaid expenses                           3,606
            Fixed assets                              88,153
            Other assets                               1,300
                                                  ----------
            Total assets acquired                     98,597
            Less: liabilities assumed                (88,153)
                                                  ----------
            Fair value of assets acquired             10,444
            Goodwill                                 529,556
                                                  ----------
            Total consideration                   $  540,000
                                                  ==========

                                       5
<PAGE>

NOTE 2 - SUMMARY OF PRO FORMA ADJUSTMENTS

The pro forma adjustments included in the pro forma condensed consolidated
financial statements for the three months ended March 31, 2006 and December 31,
2005 are as follow:

a)    Eliminate the accounts not acquired in the Asset Purchase Agreement.

b)    Cash payment to AMP-Best principals at the closing.

c)    Assets acquired pursuant to the Asset Purchase Agreement.

d)    Fixed assets and operating lease assumed in the acquisition.

e)    Goodwill on the net purchase price.

f)    Promissory note due to Crandall Melvin III.

g)    Issuance of 6,000,000 shares of Trey Class A Common Stock to AMP-Best
      principals

h)    Difference between current salaries and proposed salaries for AMP-Best
      principals, plus payroll taxes and benefits

i)    Additional depreciation on assets being acquired in excess of current book
      value.

j)    Interest on the promissory note recorded in the acquisition.

k)    Reverse tax benefit lost in acquisition.

l)    Adjusted average shares outstanding giving effect to issuance of shares to
      AMP-Best principals.

NOTE 3 - PRO FORMA DILUTIVE EARNINGS PER SHARE

As a result of the net loss reported for the periods presented on a pro forma
consolidated basis, common share equivalents were not considered in the diluted
earnings per share calculation because their effect would have been
anti-dilutive.


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