As filed with the Securities and Exchange Commission on May 30, 2007
================================================================================

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form S-8

                          Registration Statement Under
                           The Securities Act of 1933




                              Trey Resources, Inc.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


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


                           5 Regent Street, Suite 520
                              Livingston, NJ 07039
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code: 973-758-9555



                    Amended and Restated Trey Resources, Inc.
                    -----------------------------------------
               2004 Directors' and Officers' Stock Incentive Plan
               --------------------------------------------------
                                       and
       Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan
       -------------------------------------------------------------------
                                       and
            Trey Resources, Inc. 2007 Consultant Stock Incentive Plan
            ---------------------------------------------------------
                              (Full title of Plan)


               Mark Meller, President and Chief Executive Officer
                              Trey Resources, Inc.
                           5 Regent Street, Suite 520
                          Livingston, New Jersey 07039
                                 (973) 758-9555
             (Name, address, including Zip Code and telephone number
                    including area code of agent for service)

                                 With a Copy to:

                             Lawrence A. Muenz, Esq.
                               Meritz & Muenz LLP.
                                2021 O Street, NW
                              Washington, DC 20036
                                 (202) 728-2909

================================================================================
<PAGE>
Calculation of Registration Fee
<TABLE><CAPTION>
Title of each           Proposed       Proposed
class of                maximum        maximum            Amount of          Total
securities to           amount to be   offering price     aggregate          registration
be registered           registered     per unit (c)       offering price     fee (10)
-------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                <C>                <C>
Class A Common Stock    28,380,000     $.00098            $27,812            $.85 (1)(2)(3)(4)(5)(13)
Class A Common Stock    28,380,000     $.00098            $27,812            $.85 (6)(7)(8)(9)(10)(13)
Class A Common Stock    28,380,000     $.00098            $27,812            $.85 (11)(12)(13)

-------------------------------------------------------------------------------------------------------
</TABLE>

(1)  25,500,000 of the shares authorized under the Trey Resources, Inc. Amended
     and Restated 2004 Directors' and Officers' Stock Incentive Plan was
     registered on April 19, 2006 pursuant to Registration Statement File No.
     333-133401. The fee of $31.38 was paid in connection with that original
     registration Statement.
(2)  An additional 2,400,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Directors' and Officers' Stock Incentive Plan was
     registered on May 18, 2006 pursuant to Registration Statement File No.
     333-134250. The additional fee of $3.60 was paid at that time.
(3)  An additional 2,100,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Directors' and Officers' Stock Incentive Plan was
     registered on September 14, 2006 pursuant to Registration Statement File
     No. 333-137307. The additional fee of $2.25 was paid at that time.
(4)  An additional 3,950,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Directors' and Officers' Stock Incentive Plan was
     registered on January 31, 2007 pursuant to Registration Statement File No.
     333-140364. The additional fee of $2.15 was paid at that time.
(5)  An additional 19,000,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Directors' and Officers' Stock Incentive Plan was
     registered on April 17, 2007 pursuant to Registration Statement File No.
     333-142179. The additional fee of $4.27 was paid at that time.
(6)  25,500,000 of the shares authorized under the Trey Resources, Inc. Amended
     and Restated 2004 Stock Incentive Plan were registered on April 19, 2006
     pursuant to Registration Statement File No. 333-133401. The fee of $31.38
     was paid in connection with that original registration Statement.
(7)  An additional 2,400,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Stock Incentive Plan was registered on May 18,
     2006 pursuant to Registration Statement File No. 333-134250. The additional
     fee of $3.60 was paid at that time.
(8)  An additional 2,100,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Stock Incentive Plan was registered on September
     14, 2006 pursuant to Registration Statement File No. 333-137307. The
     additional fee of $2.25 was paid at that time.
(9)  An additional 3,950,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Stock Incentive Plan was registered on January
     31, 2007 pursuant to Registration Statement File No. 333-140364. The
     additional fee of $2.15 was paid at that time.
(10) An additional 19,000,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Stock Incentive Plan was registered on April 17,
     2007 pursuant to Registration Statement File No. 333-142179. The additional
     fee of $4.27 was paid at that time.
(11) 20,000,000 of the shares authorized for issuance under the Trey Resources,
     Inc. 2007 Consultant Stock Incentive Plan were registered on January 31,
     2007 pursuant to Registration Statement File No. 333-140364. The fee of $
     10.91 was paid in connection with that original registration Statement.
(12) 32,950,000 of the shares authorized for issuance under the Trey Resources,
     Inc. 2007 Consultant Stock Incentive Plan were registered on April 17, 2007
     pursuant to Registration Statement File No. 333-142179. The fee of $ 7.40
     was paid in connection with that original registration Statement.
(13) Price calculated in accordance with Rule 457(c) of the regulations
     promulgated under Securities Act of 1933.

Approximate date of proposed sale to the public: This Registration Statement
shall become effective upon filing with the Commission.
<PAGE>

                                EXPLANATORY NOTE

         This registration statement contains two parts. Part I contains a
re-offer prospectus prepared in accordance with Part I of Form S-3 in accordance
with Instruction C of the General Instructions to Form S-8. The re-offer
prospectus may be used for re-offers or re-sales on a continuous or delayed
basis in the future of the 81,330,000 shares of Class A Common Stock issued
under the Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan.
Subject to the volume limitations of Rule 144(e) of the Securities Act of 1933,
the re-offer prospectus may be used for re-offers or re-sales on a continuous or
delayed basis in the future of the 81,330,000 shares of common stock issued
under the Amended and Restated Trey Resources, Inc. 2004 Directors' and
Officers' Stock Incentive Plan. The re-offer prospectus may be used for
re-offers or re-sales on a continuous or delayed basis in the future of the
81,330,000 shares of Class A Common Stock issued under the Trey Resources, Inc.
2007 Consultant Stock Incentive Plan. Part II contains information required in
this registration statement under Part II of Form S-8.




<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I, Items 1
and 2 of Form S-8, will be sent or given to any recipient of a stock option or
stock award in accordance with Form S-8 and Rule 428(b)(1) of the Securities
Act. We will furnish without charge to any person to whom information is
required to be delivered, upon written or oral request, a copy of each document
incorporated by reference in Item 3 of Part II of this Registration Statement,
which documents are incorporated by reference in the Section 10(a) prospectus,
and any other documents required to be delivered to them under Rule 428(b) of
the Securities Act. Requests should be directed to Trey Resources, Inc. 5 Regent
Street, Suite 520, Livingston, NJ 07039. Trey Resources' telephone number is
(973) 758-9555. The re-offer prospectus follows this paragraph.


<PAGE>
                                   PROSPECTUS

                              TREY RESOURCES, INC.

                   243,990,000 shares of Class A Common Stock

         The shares of Trey Resources, Inc. Class A Common Stock being offered
under this prospectus are being offered by: (a) the directors and officers of
Trey Resources, Inc. issued to them upon the exercise of stock options or the
issuance of a stock award pursuant to the Amended and Restated Trey Resources,
Inc. 2004 Directors' and Officers' Stock Incentive Plan (the "Directors' and
Officers' Plan"), (b) employees, independent contractors and agents of Trey
Resources, Inc. issued to them upon the exercise of stock options or the
issuance of a stock award pursuant to the Amended and Restated Trey Resources,
Inc. 2004 Stock Incentive Plan (the "Plan") and (c) independent contractors and
agents of Trey Resources, Inc. issued to them upon the exercise of stock options
or the issuance of a stock award pursuant to the Trey Resources, Inc. 2007
Consultant Stock Incentive Plan (the "Consultant Plan"). Our common stock trades
on the NASD Over the Counter Bulletin Board under the symbol "TYRIA". On May 29,
2007 the high and low sale prices for a share of our common stock were $.0011
and $.001, respectively.

         The mailing address and telephone number of our principal executive
offices are 5 Regent Street, Suite 520, Livingston, NJ 07039 (973) 758-9555.

                                 ______________

                  INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
                PLEASE SEE "RISK FACTORS" WITHIN THIS PROSPECTUS.
                                 ______________

         This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.

         You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus.

                                 ______________

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                   The date of this prospectus is May 30, 2007
<PAGE>
                                     SUMMARY

         This registration statement covers in the aggregate 243,990,000 shares
of Class A Common Stock, par value $.00001 per share of Trey Resources, Inc.
("Trey" or the "Company"). Up to 81,330,000 Class A Common Stock shares may be
issued under the Amended and Restated Trey Resources, Inc. 2004 Directors' and
Officers' Stock Incentive Plan, as amended (the "Directors' and Officers'
Plan"), up to 81,330,000 Class A Common Stock shares may be issued under the
Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan, as amended
(the "Plan") and up to 81,330,000 Class A Common Stock shares may be issued
under the Trey Resources, Inc. 2007 Consultant Stock Incentive Plan (the
"Consultant Plan") The Board of Directors of Trey approved the Directors' and
Officers' Plan and the Plan initially on September 30, 2004 and the Consultant
Plan on January 23, 2007.

                             DESCRIPTION OF BUSINESS

BACKGROUND OF THE COMPANY

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

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

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

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

         On May 31, 2006, SWK Technologies, Inc. completed the acquisition of
certain assets of AMP-Best Consulting, Inc. of Syracuse, New York. AMP-Best
Consulting, Inc. is an information technology company and value added reseller
of licensed accounting software published by Sage Software. AMP-Best Consulting,
Inc. sells services and products to various end users, manufacturers,
wholesalers and distribution industry clients located throughout the United
States, with special emphasis on companies located in the upstate New York
region.


OUR BUSINESS

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

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

         Our product sales are cyclical, and increase when the developer of a
specific software product offers new versions, promotions or discontinues
support of an older product.
<PAGE>
         As is common among software resellers, we purchase our products from
our suppliers with a combination of cash and credit extended by the supplier. We
do not carry significant inventory, and generally place an order with the
supplier only after receiving a firm commitment from our customer. Except in
unusual situations, we do not allow our customers to return merchandise and
rarely offer extended payment terms to our customers.

OUR PRODUCTS

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

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

         As of December 31, 2006, approximately 29% of our total revenue was
generated from the resale of accounting software published by Sage Software,
Inc. (Sage) for the financial accounting requirements of small and medium sized
businesses focused on manufacturing and distribution, and the delivery of
related services from the sales of these products, including installation,
support and training. These product sales are primarily packaged software
programs installed on a user workstation, on a local area network server, or in
a hosted environment. The programs perform and support a wide variety of
functions related to accounting, including financial reporting, accounts payable
and accounts receivable, and inventory management.

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

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

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

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

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

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

         We market our "MAPADOC" solutions to our existing and new small and
medium-sized business customers, and through a network of resellers. As of
December 31, 2006, we have a sales team and 5 technical specialists involved in
marketing and supporting sales of the "MAPADOC" product and associated services.

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

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

         We market the Radio Beacon solution to our existing and new
medium-sized business customers. As of December 31, 2006, we have five
salespeople and two technical specialists involved in marketing and supporting
sales of the Radio Beacon product and associated services.

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

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

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


MARKETS

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

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

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

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

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

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

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


ARRANGEMENTS WITH PRINCIPAL SUPPLIERS

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

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


CUSTOMERS

         We market our products to private companies throughout the United
States. In the year ended December 31, 2006, the revenues generated by our top
ten customers represented approximately twenty five percent (25%) of
consolidated revenues, and no single customer accounted for ten percent or more
of our consolidated revenues.


INTELLECTUAL PROPERTY

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

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


EMPLOYEES

         As of the date of this prospectus, we have approximately 38 full time
employees and 3 part time employees located in one office in New Jersey, two
offices in New York and one office in California. All but five of our current
employees were formerly employees of the companies that we acquired.
Approximately nine of our employees are engaged in sales and marketing
activities and approximately twelve employees are engaged in service
fulfillment.

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

         We have received a going concern opinion from our independent
registered public accounting firm for the years ended December 31, 2006 and
2005. We have incurred substantial accumulated deficits and operating losses.
These issues raise substantial doubt about our ability to continue as a going
concern. Our failure to raise sufficient additional funds, either through
additional financing or continuing operations, will have a material adverse
effect on our business and financial condition and on our ability to continue as
a going concern.


                       WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the informational requirements of the Exchange Act.
Accordingly, we file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file with
the SEC at the SEC's Public Reference Room located at Room 1580, Headquarters
Office, 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains an
Internet website at WWW.SEC.GOV that contains reports, proxies and other
information regarding registrants that file electronically with the SEC, and
certain of the registrant's filings are available at that website. Please call
1-800-SEC-0330 for further information on the Public Reference Room.

         This prospectus is part of a registration statement that we filed with
the SEC. Some parts of the registration statement are omitted as allowed by the
rules and regulations of the SEC. We refer you to the registration statement for
further information about our company and the shares of common stock to be
issued under this registration statement. You can obtain a copy of the
registration statement from the SEC at the address listed above or from the
SEC's web site.


                                  RISK FACTORS

         An investment in our common stock involves various risks. You should
carefully consider the risks and uncertainties described below and the other
information included or incorporated by reference in this prospectus, including
the risk factors set forth in our Annual Report on Form 10-KSB for the fiscal
years ended December 31, 2006 and 2005 and other filings with the Securities and
Exchange Commission, before deciding to invest in our common stock. Any of the
risk factors described therein or set forth below could significantly and
adversely affect our business, prospects, financial condition and results of
operations. As a result, the trading price of our common stock could decline and
you could lose a part or all of your investment. See Cautionary Statement
Regarding Forward-Looking Statements below.

RISKS RELATED TO OUR OPERATIONS

WE HAVE A LIMITED OPERATING HISTORY.

         We did not begin our value added reseller, software, and consulting
business until June 2004. Accordingly, we have a limited operating history on
which to base an evaluation of our business and prospects. We cannot assure
stockholders that our business strategy will be successful or that we will
successfully address the risks involved in operating our business. Our failure
to do so could materially adversely affect our business, financial condition and
operating results.

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

         We have historically lost money. For the years ended December 31, 2006
and December 31, 2005, net losses were $2,321,573 and $2,408,644, respectively.
Future losses are likely to occur. Accordingly, we may experience significant
liquidity and cash flow problems because our operations may not be profitable.
No assurances can be given that we will be successful in reaching or maintaining
profitable operations.

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

         Our short operating history and the rapidly changing nature of the
markets in which we compete make it difficult to accurately forecast our
revenues and operating results. Furthermore, we expect our revenues and
operating results to fluctuate in the future due to a number of factors,
including the following:
<PAGE>
         o  the timing of sales of our products and services;
         o  the timing of product implementation, particularly large design
            projects;
         o  unexpected delays in introducing new products and services;
         o  increased expenses, whether related to sales and marketing, product
            development, or administration;
         o  deferral in the recognition of revenue in accordance with applicable
            accounting principles, due to the time required to complete
            projects;
         o  the mix of product license and services revenue; and
         o  costs related to possible acquisitions of technology or businesses.

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

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

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

         We have relied on significant external financing to fund our
operations. Such financing has historically come from a combination of
borrowings and sales of securities from third parties. We cannot assure you that
financing from external sources will be available if needed or on favorable
terms. Our inability to obtain adequate financing will result in the need to
curtail business operations. Any of these events would be materially harmful to
our business and may result in a lower stock price. While we have recently
raised working capital to fund our operations that we believe should be
sufficient for the next six months, we will subsequently need to raise
additional capital to fund our future operations.

         Because our financial accounting software, EDI software, and business
consulting businesses are still evolving, we may experience difficulties that
could prevent us from becoming profitable.

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

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

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

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

         Software products are not currently accurate in every instance, and may
never be. Furthermore, we could inadvertently release products and technologies
that contain defects. In addition, third-party technology that we include in our
products could contain defects. We may incur significant expenses to correct
such defects. Clients who are not satisfied with our products or services could
bring claims against us for substantial damages. Such claims could cause us to
incur significant legal expenses and, if successful, could result in the
plaintiffs being awarded significant damages. Our payment of any such expenses
or damages could prevent us from becoming profitable.
<PAGE>
OUR SUCCESS IS HIGHLY DEPENDENT UPON OUR ABILITY TO COMPETE AGAINST COMPETITORS
THAT HAVE SIGNIFICANTLY GREATER RESOURCES THAN WE HAVE.

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

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

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

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

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

         As of March 31, 2007, Jerome R. Mahoney and Mark Meller, our
Non-Executive Chairman of the Board of Directors and our President,
respectively, collectively own approximately 83.3% of our outstanding shares of
our Class A Common Stock (assuming the conversion of outstanding debt into
shares of Class A Common Stock and/or Class B Common Stock). Mr. Mahoney and Mr.
Meller may be able to influence all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. This concentration of ownership, which is not subject to any
voting restrictions, could limit the price that investors might be willing to
pay for our Class A Common Stock. In addition, Mr. Mahoney and Mr. Meller are in
a position to impede transactions that may be desirable for other stockholders.
They could, for example, make it more difficult for anyone to take control of
us.

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

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

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

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

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

         Price competition is often intense in the software market. Price
competition may continue to increase and become even more significant in the
future, resulting in reduced profit margins.
<PAGE>
IF WE LOSE THE SERVICES OF ANY OF OUR KEY PERSONNEL, INCLUDING OUR NON-EXECUTIVE
CHAIRMAN OF THE BOARD OF DIRECTORS OR CHIEF EXECUTIVE OFFICER, OUR BUSINESS MAY
SUFFER.

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

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

         As of March 31, 2007 our Non-Executive Chairman of the Board of
Directors, Jerome R. Mahoney, has the right to convert $180,525 of indebtedness
(which includes accrued interest of 9.5% per annum) into 180,525 shares of our
Class B Common Stock, which will be convertible into an indeterminable number of
shares of our Class A Common Stock. This could create, or appear to create,
potential conflicts of interest when our Non-Executive Chairman is faced with
decisions that could have different implications for us. Examples of these types
of decisions might include any of the potential business acquisitions made by us
or the resolution of disputes arising out of the agreements governing the
relationship between iVoice and us following the distribution. Also, the
appearance of conflicts, even if such conflicts do not materialize, might
adversely effect the public's perception of us following the distribution.
Furthermore, we do not have any formal procedure for resolving any such
conflicts of interest if they do arise.

RISKS RELATED TO OUR OFFERING

FUTURE SALES BY OUR STOCKHOLDERS MAY ADVERSELY AFFECT THE PRICE OF OUR CLASS A
COMMON STOCK AND OUR ABILITY TO RAISE FUNDS IN NEW OFFERINGS OF OUR EQUITY
SECURITIES.

         Sales of shares of our Class A Common Stock in the public market
following this offering could lower the market price of our shares. Sales may
also make it more difficult for us to sell equity securities or equity-related
securities in the future at a time and price that our management deems
acceptable or at all. In addition, we have debentures from a previous private
placement that may be convertible into approximately 17,370,909 shares of Class
A Common Stock (assuming the debentures are converted at an estimated price of
$.0011 per share). Upon issuance of the maximum number of shares previously
registered issuable upon the conversion of debentures (the "Cornell Debentures")
issued to Cornell Capital Partners LP ("Cornell"), there may be an additional
2,375,607,777 shares of Class A Common Stock outstanding (including the shares
available for issuance upon conversion of the debentures). All of these shares
of Class A Common Stock may be immediately resold in the public market upon
effectiveness of the registration statement and the sale to the investor under
the terms of the Cornell Debentures.

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

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

CORNELL CAPITAL PARTNERS, L.P. WILL PAY LESS THAN THE THEN-PREVAILING MARKET
PRICE OF OUR CLASS A COMMON STOCK ISSUABLE UPON CONVERSION OF THE CORNELL
DEBENTURES.

         The Class A Common Stock to be issued upon conversion of the Cornell
Debentures will be issued at a 10% discount to the lowest closing bid price of
our Class A Common Stock during the 30 days trading days immediately preceding
the conversion date. These discounted sales could cause the price of our Class A
Common Stock to decline. Further, because Cornell will acquire our Class A
Common Stock under the Cornell Debentures at a discount to the then current
market price, it will have an incentive to sell immediately in order to realize
a gain on the difference. This incentive to sell immediately into the public
market to realize a gain on the difference accelerates if the market price of
our Class A Common Stock declines.

CORNELL INTENDS TO SELL SHARES OF OUR CLASS A COMMON STOCK ISSUABLE UPON
CONVERSION OF THE CORNELL DEBENTURES IN THE PUBLIC MARKET, WHICH SALES MAY CAUSE
OUR STOCK PRICE TO DECLINE.
<PAGE>
         Cornell intends to sell the shares of Class A Common Stock that have
been registered in the public market. That means that up to 2,375,607,777 shares
of Class A Common Stock may be sold. Such sales may cause our stock price to
decline.

THE SALE OF OUR CLASS A COMMON STOCK ISSUABLE UPON CONVERSION OF THE CORNELL
DEBENTURES COULD ENCOURAGE SHORT SALES BY THIRD PARTIES, WHICH COULD CONTRIBUTE
TO THE FURTHER DECLINE OF OUR STOCK PRICE.

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

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

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

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

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

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

         We have previously registered for resale 1,478,404,375 shares of Class
A Common Stock. These shares represent approximately 91% of our outstanding
Class A Common Stock, and we anticipate all such shares will be sold from that
offering. If all or a significant block of these shares are held by one or more
stockholders working together, then such stockholder or stockholders would have
enough shares to assume control of us by electing our or their own directors.

RISKS RELATED TO OUR SECURITIES

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

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

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

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

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

         Our Class A Common Stock is deemed to be "penny stock" as that term is
defined in Rule 3a51-1 promulgated under the Exchange Act. These requirements
may reduce the potential market for our Class A Common Stock by reducing the
number of potential investors. This may make it more difficult for investors in
our Class A Common Stock to sell shares to third parties or to otherwise dispose
of them. This could cause our stock price to decline. Penny stocks are stock:
<PAGE>
         With a price of less than $5.00 per share;

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

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

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

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

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

         The sale of a large number of our shares, or the perception that such a
sale may occur, could lower our stock price. Such sales could make it more
difficult for us to sell equity securities in the future at a time and price
that we consider appropriate. As of December 31, 2006, approximately 13,275,588
shares of our Class A Common Stock could be considered "restricted securities"
and saleable only upon registration under the Securities Act of 1933, as amended
(the "Securities Act"), upon compliance with Rule 144 of the Securities Act, or
pursuant to another exemption from registration.

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

         We have reserved for issuance shares of our Class A Common Stock upon
exercise or conversion of stock options, warrants, or other convertible
securities that are presently outstanding. Issuance of these shares will have
the effect of diluting the equity interests of our existing stockholders and
could have an adverse effect on the market price for our Class A Common Stock.
As of May 29, 2007, we had all of our remaining 9,593,343,986 authorized shares
available for future issuance, of which approximately 1,511,815,826 are
reserved.


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

         The following tables set forth certain information regarding the
beneficial ownership of our voting securities as of May 29, 2007 of (i) each
person known to us to beneficially own more than 5% of the applicable class of
voting securities, (ii) our directors, (iii) and each named executive officer
and (iv) all directors and executive officers as a group. As of May 29, 2007
there were a total of 406,656,014 shares of Class A common stock outstanding.
Each share of Class A common stock and Class B common stock is entitled to one
vote on matters on which holders of common stock are eligible to vote. The
column entitled "Percentage of Total Voting Stock" shows the percentage of total
voting stock beneficially owned by each listed party.

         The number of shares beneficially owned is determined under rules
promulgated by the Securities and Exchange Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
those rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days of May 29, 2007, through
the exercise or conversion of any stock option, convertible security, warrant or
other right. Unless otherwise indicated, each person or entity named in the
table has sole voting power and investment power (or shares that power with that
person's spouse) with respect to all shares of capital stock listed as owned by
that person or entity.

                            OWNERSHIP OF COMMON STOCK
<TABLE><CAPTION>
                                                                              COMMON STOCK
                                                                           BENEFICIALLY OWNED
                                                                   -----------------------------------
NAME/ADDRESS                           TITLE OF CLASS                  NUMBER               PERCENT
---------------------------------      -----------------------     -------------         -------------
<S>                                    <C>                         <C>                   <C>
Jerome R. Mahoney (Chairman)           Class A Common Stock        1,963,733,073 (1)         83.1%
c/o Trey Resources, Inc.
5 Regent Street, Suite 520
Livingston, New Jersey  07039

Mark Meller (President)                Class A Common Stock        1,180,924,489 (2)         74.7%
c/o Trey Resources, Inc.
5 Regent Street, Suite 520
Livingston, New Jersey  07039

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

Directors and executive officer
as a group                             Class A Common Stock        3,144,657,562             88.7%
</TABLE>
<PAGE>
__________________________

(1)  Includes a) 1,555,775,831 shares of our Class A common stock issuable upon
     conversion of $700,099 due to related party accounts with Mr. Mahoney and
     (b) 401,166,445 shares of our Class A common stock issuable upon conversion
     of a promissory note assumed on February 11, 2004. These figures assume
     that Class B Common Stock is issued to satisfy these obligations, and such
     Class B Common Stock shares are subsequently converted to shares of Class A
     Common Stock. Monies owed to Mr. Mahoney and the note balance of $180,525
     includes principle and interest as of March 31, 2007. Pursuant to such
     promissory note, Mr. Mahoney may, at any time, convert amounts owed to him
     for monies loaned thereunder and interest thereon into (i) one share of our
     Class B common stock for each dollar owed, (ii) the number of shares of our
     Class A common stock calculated by dividing (x) the sum of the amount being
     prepaid by (y) 50% of the lowest issue price of shares of our Class A
     common stock since the first advance of funds under such note, or (iii)
     payment of the principal of the note, before any repayment of interest.
(2)  Includes 1,180,924,489 shares of our Class A common stock issuable upon
     conversion of $531,416 due to related party accounts with Mr. Meller as of
     March 31, 2007. These figures assume that Class B Common Stock is issued to
     satisfy these obligations, and such Class B Common Stock shares are
     subsequently converted to shares of Class A Common Stock. Pursuant to an
     agreement between the Company and Mr. Meller, Mr. Meller may, at any time,
     convert amounts owed to him for monies thereon into (i) one share of our
     Class B common stock for each dollar owed, (ii) the number of shares of our
     Class A common stock calculated by dividing (x) the sum of the amount being
     prepaid by (y) 50% of the lowest issue price of shares of our Class A
     common stock since the first advance of funds under such amounts due.



                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain information included in this Form S-8 and other materials filed
or to be filed by us with the Securities and Exchange Commission (as well as
information included in oral or written statements made by us or on our behalf),
may contain forward-looking statements about our current and expected
performance trends, growth plans, business goals and other matters. These
statements may be contained in our filings with the Securities and Exchange
Commission, in our press releases, in other written communications, and in oral
statements made by or with the approval of one of our authorized officers.
Information set forth in this discussion and analysis contains various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. The reader is cautioned that
such forward-looking statements are based on information available at the time
and/or management's good faith belief with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements.
Forward-looking statements speak only as of the date the statement was made. We
assume no obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors affecting
forward-looking information. Forward-looking statements are typically identified
by the use of terms such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "predict," "project," "should,"
"will," and similar words, although some forward-looking statements are
expressed differently. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct.



                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of the shares of
common stock offered under this prospectus by the selling security holders.
Rather, the selling security holders will receive those proceeds directly.
<PAGE>
                            SELLING SECURITY HOLDERS

         The shares of common stock being offered under this prospectus may be
offered for sale from time to time during the period the registration statement
of which this prospectus is a part remains effective, by or for the accounts of
the selling security holders. All of the shares being offered under this
prospectus will be issued under the Amended and Restated Trey Resources, Inc.
2004 Directors' and Officers' Stock Incentive Plan, the Amended and Restated
Trey Resources, Inc. 2004 Stock Incentive Plan or the Trey Resources, Inc. 2007
Consultant Stock Incentive Plan.

         We will not receive any of the proceeds from the sale of the shares of
common stock offered by the selling security holders.

         The following table sets forth, information with respect to those
individuals that are anticipated to be selling shareholders of Class A Common
Stock shares under this registration statement.

         NAME                  TITLE OF CLASS          SHARES OFFERED FOR RESALE
         -------------------   ---------------------   -------------------------
         Mark Meller           Class A Common Stock    28,380,000 (1)
         -------------------   ---------------------   -------------------------
         Jeffrey Roth          Class A Common Stock    14,190,000 (2)
         -------------------   ---------------------   -------------------------
         Lynn Berman           Class A Common Stock     7,095,000 (3)
         -------------------   ---------------------   -------------------------
         Gary Berman           Class A Common Stock     7,095,000 (4)
         -------------------   ---------------------   -------------------------
         Lawrence A. Muenz     Class A Common Stock    28,380,000 (5)
         -------------------   ---------------------   -------------------------

         (1) Represents Class A Common Stock shares that may be granted from the
         Amended and Restated Trey Resources, Inc. 2004 Directors' and Officers'
         Stock Incentive Plan to repay a portion of deferred compensation and/or
         expenses equal to $531,416 as of March 31, 2007.

         (2) Represents Class A Common Stock shares that may be granted from the
         Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan for
         a portion of a bonus equal to $30,000.

         (3) Represents Class A Common Stock shares that may be granted from the
         Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan for
         a portion of a bonus equal to $15,000.

         (4) Represents Class A Common Stock shares that may be granted from the
         Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan for
         a portion of a bonus equal to $15,000.

         (5) Represents Class A Common Stock shares that may be granted from the
         Trey Resources, Inc. 2007 Consultant Stock Incentive Plan to repay a
         portion of legal fees and/or expenses equal to $48,090 as of March 31,
         2007.


                              PLAN OF DISTRIBUTION

         The selling security holders and any of their respective donees,
pledgees, assignees and other successors-in-interest may, from time to time,
sell any or all of their shares of our common stock being offered under this
prospectus on any stock exchange, market or trading facility on which the shares
are traded or in private transactions. These sales, which may include block
transactions, may be at fixed or negotiated prices. Each selling security holder
may use any one or more of the following methods when selling shares:
<PAGE>
         o  ordinary brokerage transactions and transactions in which the
            broker-dealer solicits purchasers;
         o  trades in which the broker-dealer will attempt to sell the shares as
            agent but may position and resell a portion of the block as
            principal to facilitate the transaction;
         o  purchases by a broker-dealer as principal and re-sales by the
            broker-dealer for its own account;
         o  an exchange distribution in accordance with the rules of the
            applicable exchange;
         o  privately negotiated transactions;
         o  short sales, which are contracts for the sale of shares of stock
            that the seller does not own, or certificates for which are not
            within his control, so as to be available for delivery at the time
            when, under applicable rules, delivery must be made;
         o  transactions to cover short sales;
         o  broker-dealers may agree with the selling security holder to sell a
            specified number of shares at a stipulated price per share;
         o  a combination of any of these methods of sale; or
         o  any other method permitted by applicable law

         The sale price to the public may be:

         o  the market price prevailing at the time of sale;
         o  a price related to the prevailing market price;
         o  at negotiated prices; or
         o  such other price as the selling security holder determines from time
            to time.

         The shares may also be sold under Rule 144 under the Securities Act of
1933, as amended, if available, rather than under this prospectus.

         Each selling security holder shall have the sole and absolute
discretion not to accept any purchase offer or make any sale of shares if he
deems the purchase price to be unsatisfactory at any particular time.

         Each selling security holder may also engage in short sales against the
box, which are sales where the seller owns enough shares to cover the borrowed
shares, if necessary, puts and calls and other transactions in securities of
Trey or derivatives of Trey securities and may sell or deliver shares in
connection with these trades. Each selling security holder may pledge his shares
to his brokers under the margin provisions of customer agreements. If a selling
security holder defaults on a margin loan, the broker may, from time to time,
offer and sell the pledged shares.

         Broker-dealers engaged by a selling security holder may arrange for
other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling security holder (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. Neither selling security holder has indicated to us
that he expects these commissions and discounts to exceed what is customary in
the types of transactions involved.

         A selling security holder and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with these sales. In that event, any
commissions received by these broker-dealers or agents and any profit on the
re-sale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.

         A selling security holder, alternatively, may sell all or any part of
the shares offered in this prospectus through an underwriter. To our knowledge,
none of the selling security holders have entered into any agreement with a
prospective underwriter. If a selling security holder enters into such an
agreement or agreements, the relevant details will be set forth in a supplement
or revisions to this prospectus.
<PAGE>
         Each selling security holder and any other persons participating in the
sale or distribution of the shares offered under this prospectus will be subject
to applicable provisions of the Securities Exchange Act of 1934, as amended, and
the rules and regulations under that act, including, without limitation,
Regulation M. These provisions may restrict certain activities of, and limit the
timing of purchases and sales of any of the shares by, a selling security holder
or any other such person. Furthermore, under Regulation M, persons engaged in a
distribution of securities are prohibited from simultaneously engaging in market
making and certain other activities with respect to such securities for a
specified period of time prior to the commencement of such distributions,
subject to specified exceptions or exemptions. All of these limitations may
affect the marketability of the shares.

         We have agreed to pay all fees and expenses incident to the
registration of the shares.


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State of Delaware
permits a corporation to indemnify its directors and officers against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with a pending or completed action, suit or proceeding if the
officer or director acted in good faith and in a manner the officer or director
reasonably believed to be in the best interests of the company.

         Our Certificate of Incorporation provides that, except in certain
specified instances, a director shall not be personally liable to us or our
stockholders for monetary damages for breach of fiduciary duty as a director.

         To the extent indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of Trey under the above provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore, unenforceable.


                                     EXPERTS

         The consolidated financial statements of Trey Resources, Inc. for the
fiscal years ended December 31, 2006 and 2005 incorporated by reference into
this prospectus have been audited by Bagell, Josephs, Levine & Company, LLC,
independent registered public accountants, to the extent and for the periods set
forth in that firm's report, are incorporated in this prospectus in reliance
upon the report given upon the authority of Bagell, Josephs, Levine & Company,
LLC, as experts in auditing and accounting.


                                  LEGAL MATTERS

         The validity of the shares of common stock offered under this
prospectus will be passed upon by Meritz & Muenz LLP, Washington, D.C.


                          TRANSFER AGENT AND REGISTRAR

         The transfer agent and registrar for our common stock is Fidelity
Transfer Company. Its telephone number is 801-466-7208.


                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, and the rules and
regulations promulgated under the Securities Act, with respect to the common
stock offered under this prospectus. This prospectus, which constitutes a part
of the registration statement, does not contain all of the information contained
in the registration statement and the exhibits and schedules to the registration
statement. While material elements of the contracts and documents referenced in
this prospectus are contained in this prospectus, statements contained in this
prospectus as to the contents of any contract or other document referred to are
not necessarily complete, and in each instance reference is made to the full
text of the contract or other document, which is filed as an exhibit to the
registration statement.
<PAGE>
         You may read and copy any document we file with the SEC at the SEC's
Public Reference Room located at Room 1580, Headquarters Office, 100 F Street,
N.E., Washington, D.C. 20549. The SEC also maintains an Internet website at
WWW.SEC.GOV that contains reports, proxies and other information regarding
registrants that file electronically with the SEC, and certain of the
registrant's filings are available at that website. Please call 1-800-SEC-0330
for further information on the Public Reference Room. Our web site address is
http://www.treyresources.com.

         All trademarks or trade names referred to in this prospectus are the
property of their respective owners.


                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission allows us to incorporate by
reference information we file with it, which means we can disclose important
information to you by referring you to documents we have filed with the
Securities and Exchange Commission. The information incorporated by reference is
considered to be a part of this prospectus. We incorporate by reference the
documents listed below and all documents we subsequently file with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the termination of the offering
covered by this prospectus:

         (a) Our Annual Report on Form 10-KSB for the fiscal years ended
             December 31, 2006 and 2005, filed with the Securities and Exchange
             Commission.

         (b) Our Quarterly Report on Form 10-QSB for the period ended March 31,
             2007 filed with the Securities and Exchange Commission.

         (c) Our Form 8-K dated May 17, 2007 filed with the Securities and
             Exchange Commission.

         For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

         Notwithstanding the above, information that is "furnished to" the
Commission shall not be deemed "filed with" the Commission and shall not be
deemed incorporated by reference into this Registration Statement.

         We will provide to each person, including any beneficial owner, to whom
a prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference in this prospectus but not delivered with this
prospectus. You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                              Trey Resources, Inc.
                              5 Regent Street, Suite 520
                              Livingston, NJ 07039
                              (973) 758-9555

<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         In accordance with the requirements of the Securities Exchange Act of
1934, the Company periodically files certain reports and other information with
the Commission. The following documents filed with the Commission are hereby
incorporated in this Prospectus by reference:

         (a) Our Annual Report on Form 10-KSB for the fiscal years ended
             December 31, 2006 and 2005, filed with the Securities and Exchange
             Commission.
         (b) Our Quarterly Report on Form 10-QSB for the period ended March 31,
             2007 filed with the Securities and Exchange Commission.
         (c) Our Form 8-K dated May 17, 2007 filed with the Securities and
             Exchange Commission.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post
effective amendment which indicates that all remaining securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents. Any statement in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Lawrence A. Muenz, a partner of Meritz & Muenz LLP, counsel to the
Company, may receive compensation for legal services provided to the Company by
his firm in the form of Class A Common Stock granted under the Trey Resources,
Inc. 2007 Consultant Stock Incentive Plan.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law (the "Delaware Law") empowers a Delaware corporation to
indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person was an
officer or director of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if
<PAGE>
the officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

         Our Certificate of Incorporation and by-laws include an indemnification
provision under which we have agreed to indemnify directors of Trey to the
fullest extent possible from and against any and all claims of any type arising
from or related to future acts or omissions as a director of Trey.

         The effect of these provisions is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in certain limited situations.
These provisions do not limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. These provisions will not
alter the liability of directors under federal securities law.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS

         4.1    Amended and Restated Trey Resources, Inc. 2004 Stock Incentive
                Plan.
         4.2    Amended and Restated Trey Resources, Inc. Directors' and
                Officers' 2004 Stock Incentive Plan.
         4.3    Trey Resources, Inc. 2007 Consultant Stock Incentive Plan.
         5.1.   Legal Opinion of Meritz & Muenz LLP.
         23.    Consent of Experts and Counsel
                23.1     Consent of Bagell, Josephs, Levine & Company, L.C.C.
                23.2     Consent of Meritz & Muenz LLP.  (See Exhibit 5.1)


ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a)  The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
     post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933, as amended (the "Securities Act");

         (ii) To reflect in the prospectus any facts or events arising after the
         effective date of this Registration Statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement.
<PAGE>
         Notwithstanding the foregoing, any increase or decrease in volume of
         securities offered (if the total dollar value of securities offered
         would not exceed that which was registered) and any deviation from the
         low or high and of the estimated maximum offering range may be
         reflected in the form of prospectus filed with the Commission pursuant
         to Rule 424(b) if, in the aggregate, the changes in volume and price
         represent no more than a 20 percent change in the maximum aggregate
         offering price set forth in the "Calculation of Registration Fee" table
         in the effective Registration Statement; and

         (iii) To include any material information with respect to the plan of
         distribution not previously disclosed in this Registration Statement or
         any material change to such information in this Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the registrant pursuant to Section 13 or Section 15(d)
     of the Exchange Act that are incorporated by reference in this Registration
     Statement.

     (2) That, for the purpose of determining any liability under the Securities
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
     of the securities being registered which remain unsold at the termination
     of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Livingston, New Jersey, on May 30, 2007.

                           TREY RESOURCES, INC.


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


Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.



/s/ Mark Meller                                        Date:    May 30, 2007
--------------------------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer
Director



/s/ Jerome Mahoney                                     Date:    May 30, 2007
--------------------------------
Jerome Mahoney
Non-Executive Chairman and
Director



/s/ John Rudy                                          Date:    May 30, 2007
--------------------------------
John Rudy
Director



                 AMENDED AND RESTATED TREY RESOURCES, INC. 2004
                  DIRECTORS' AND OFFICERS' STOCK INCENTIVE PLAN

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Board of Directors of the Registrant who administers the Amended and
Restated Trey Resources, Inc. 2004 Directors' and Officers' Incentive Stock
Plan, as amended, have duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Livingston, New
Jersey, on May 30, 2007.

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

<PAGE>

       AMENDED AND RESTATED TREY RESOURCES, INC. 2004 STOCK INCENTIVE PLAN

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Board of Directors of the Registrant who administers the Amended and
Restated Trey Resources, Inc. 2004 Incentive Stock Plan, as amended, have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Livingston, New Jersey, on May 30,
2007.

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



            TREY RESOURCES, INC. 2007 CONSULTANT STOCK INCENTIVE PLAN

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Board of Directors of the Registrant who administers the Trey Resources,
Inc. 2007 Consultant Stock Incentive Plan have duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Livingston, New Jersey, on May 30, 2007.

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




<PAGE>


                                INDEX OF EXHIBITS


4.1      Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan.
4.2      Amended and Restated Trey Resources, Inc. Directors' and Officers' 2004
         Stock Incentive Plan.
4.3      Trey Resources, Inc. 2007 Consultant Stock Incentive Plan
5.1.     Legal Opinion of Meritz & Muenz LLP
23.      Consent of Experts and Counsel
         23.1     Consent of Bagell, Josephs, Levine & Company, L.C.C.
         23.2     Consent of Meritz & Muenz LLP.  (See Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "filename": "form-s8_15191.txt", "description": "FORM S-8 DATED MAY 30, 2007", "secsgml_size_bytes": 94637}]
{"company-data": {"conformed-name": "TREY RESOURCES INC", "cik": "0001236275", "assigned-sic": "7389", "irs-number": "161633636", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-143371", "film-number": "07887630"}, "business-address": {"street1": "750 RT 34", "city": "MATANAN", "state": "NJ", "zip": "07747", "phone": "730 441 7700"}, "mail-address": {"street1": "750 RT 34", "city": "MATANAN", "state": "NJ", "zip": "07747"}, "former-company": {"former-conformed-name": "TREY INDUSTRIES INC", "date-changed": "20030528"}}
As filed with the Securities and Exchange Commission on May 30, 2007
================================================================================

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form S-8

                          Registration Statement Under
                           The Securities Act of 1933

                              Trey Resources, Inc.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

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

                           5 Regent Street, Suite 520
                              Livingston, NJ 07039
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 973-758-9555

                    Amended and Restated Trey Resources, Inc.
                    -----------------------------------------
               2004 Directors' and Officers' Stock Incentive Plan
               --------------------------------------------------
                                       and
       Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan
       -------------------------------------------------------------------
                                       and
            Trey Resources, Inc. 2007 Consultant Stock Incentive Plan
            ---------------------------------------------------------
                              (Full title of Plan)

               Mark Meller, President and Chief Executive Officer
                              Trey Resources, Inc.
                           5 Regent Street, Suite 520
                          Livingston, New Jersey 07039
                                 (973) 758-9555
             (Name, address, including Zip Code and telephone number
                    including area code of agent for service)

                                 With a Copy to:

                             Lawrence A. Muenz, Esq.
                               Meritz & Muenz LLP.
                                2021 O Street, NW
                              Washington, DC 20036
                                 (202) 728-2909

================================================================================
Calculation of Registration Fee
Title of each           Proposed       Proposed
class of                maximum        maximum            Amount of          Total
securities to           amount to be   offering price     aggregate          registration
be registered           registered     per unit (c)       offering price     fee (10)
-------------------------------------------------------------------------------------------------------
Class A Common Stock    28,380,000     $.00098            $27,812            $.85 (1)(2)(3)(4)(5)(13)
Class A Common Stock    28,380,000     $.00098            $27,812            $.85 (6)(7)(8)(9)(10)(13)
Class A Common Stock    28,380,000     $.00098            $27,812            $.85 (11)(12)(13)

-------------------------------------------------------------------------------------------------------
(1)  25,500,000 of the shares authorized under the Trey Resources, Inc. Amended
     and Restated 2004 Directors' and Officers' Stock Incentive Plan was
     registered on April 19, 2006 pursuant to Registration Statement File No.
     333-133401. The fee of $31.38 was paid in connection with that original
     registration Statement.
(2)  An additional 2,400,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Directors' and Officers' Stock Incentive Plan was
     registered on May 18, 2006 pursuant to Registration Statement File No.
     333-134250. The additional fee of $3.60 was paid at that time.
(3)  An additional 2,100,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Directors' and Officers' Stock Incentive Plan was
     registered on September 14, 2006 pursuant to Registration Statement File
     No. 333-137307. The additional fee of $2.25 was paid at that time.
(4)  An additional 3,950,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Directors' and Officers' Stock Incentive Plan was
     registered on January 31, 2007 pursuant to Registration Statement File No.
     333-140364. The additional fee of $2.15 was paid at that time.
(5)  An additional 19,000,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Directors' and Officers' Stock Incentive Plan was
     registered on April 17, 2007 pursuant to Registration Statement File No.
     333-142179. The additional fee of $4.27 was paid at that time.
(6)  25,500,000 of the shares authorized under the Trey Resources, Inc. Amended
     and Restated 2004 Stock Incentive Plan were registered on April 19, 2006
     pursuant to Registration Statement File No. 333-133401. The fee of $31.38
     was paid in connection with that original registration Statement.
(7)  An additional 2,400,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Stock Incentive Plan was registered on May 18,
     2006 pursuant to Registration Statement File No. 333-134250. The additional
     fee of $3.60 was paid at that time.
(8)  An additional 2,100,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Stock Incentive Plan was registered on September
     14, 2006 pursuant to Registration Statement File No. 333-137307. The
     additional fee of $2.25 was paid at that time.
(9)  An additional 3,950,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Stock Incentive Plan was registered on January
     31, 2007 pursuant to Registration Statement File No. 333-140364. The
     additional fee of $2.15 was paid at that time.
(10) An additional 19,000,000 shares authorized under the Trey Resources, Inc.
     Amended and Restated 2004 Stock Incentive Plan was registered on April 17,
     2007 pursuant to Registration Statement File No. 333-142179. The additional
     fee of $4.27 was paid at that time.
(11) 20,000,000 of the shares authorized for issuance under the Trey Resources,
     Inc. 2007 Consultant Stock Incentive Plan were registered on January 31,
     2007 pursuant to Registration Statement File No. 333-140364. The fee of $
     10.91 was paid in connection with that original registration Statement.
(12) 32,950,000 of the shares authorized for issuance under the Trey Resources,
     Inc. 2007 Consultant Stock Incentive Plan were registered on April 17, 2007
     pursuant to Registration Statement File No. 333-142179. The fee of $ 7.40
     was paid in connection with that original registration Statement.
(13) Price calculated in accordance with Rule 457(c) of the regulations
     promulgated under Securities Act of 1933.

Approximate date of proposed sale to the public: This Registration Statement
shall become effective upon filing with the Commission.
EXPLANATORY NOTE

         This registration statement contains two parts. Part I contains a
re-offer prospectus prepared in accordance with Part I of Form S-3 in accordance
with Instruction C of the General Instructions to Form S-8. The re-offer
prospectus may be used for re-offers or re-sales on a continuous or delayed
basis in the future of the 81,330,000 shares of Class A Common Stock issued
under the Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan.
Subject to the volume limitations of Rule 144(e) of the Securities Act of 1933,
the re-offer prospectus may be used for re-offers or re-sales on a continuous or
delayed basis in the future of the 81,330,000 shares of common stock issued
under the Amended and Restated Trey Resources, Inc. 2004 Directors' and
Officers' Stock Incentive Plan. The re-offer prospectus may be used for
re-offers or re-sales on a continuous or delayed basis in the future of the
81,330,000 shares of Class A Common Stock issued under the Trey Resources, Inc.
2007 Consultant Stock Incentive Plan. Part II contains information required in
this registration statement under Part II of Form S-8.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I, Items 1
and 2 of Form S-8, will be sent or given to any recipient of a stock option or
stock award in accordance with Form S-8 and Rule 428(b)(1) of the Securities
Act. We will furnish without charge to any person to whom information is
required to be delivered, upon written or oral request, a copy of each document
incorporated by reference in Item 3 of Part II of this Registration Statement,
which documents are incorporated by reference in the Section 10(a) prospectus,
and any other documents required to be delivered to them under Rule 428(b) of
the Securities Act. Requests should be directed to Trey Resources, Inc. 5 Regent
Street, Suite 520, Livingston, NJ 07039. Trey Resources' telephone number is
(973) 758-9555. The re-offer prospectus follows this paragraph.
PROSPECTUS

                              TREY RESOURCES, INC.

                   243,990,000 shares of Class A Common Stock

         The shares of Trey Resources, Inc. Class A Common Stock being offered
under this prospectus are being offered by: (a) the directors and officers of
Trey Resources, Inc. issued to them upon the exercise of stock options or the
issuance of a stock award pursuant to the Amended and Restated Trey Resources,
Inc. 2004 Directors' and Officers' Stock Incentive Plan (the "Directors' and
Officers' Plan"), (b) employees, independent contractors and agents of Trey
Resources, Inc. issued to them upon the exercise of stock options or the
issuance of a stock award pursuant to the Amended and Restated Trey Resources,
Inc. 2004 Stock Incentive Plan (the "Plan") and (c) independent contractors and
agents of Trey Resources, Inc. issued to them upon the exercise of stock options
or the issuance of a stock award pursuant to the Trey Resources, Inc. 2007
Consultant Stock Incentive Plan (the "Consultant Plan"). Our common stock trades
on the NASD Over the Counter Bulletin Board under the symbol "TYRIA". On May 29,
2007 the high and low sale prices for a share of our common stock were $.0011
and $.001, respectively.

         The mailing address and telephone number of our principal executive
offices are 5 Regent Street, Suite 520, Livingston, NJ 07039 (973) 758-9555.

                                 ______________

                  INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
                PLEASE SEE "RISK FACTORS" WITHIN THIS PROSPECTUS.
                                 ______________

         This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.

         You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus.

                                 ______________

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                   The date of this prospectus is May 30, 2007
SUMMARY

         This registration statement covers in the aggregate 243,990,000 shares
of Class A Common Stock, par value $.00001 per share of Trey Resources, Inc.
("Trey" or the "Company"). Up to 81,330,000 Class A Common Stock shares may be
issued under the Amended and Restated Trey Resources, Inc. 2004 Directors' and
Officers' Stock Incentive Plan, as amended (the "Directors' and Officers'
Plan"), up to 81,330,000 Class A Common Stock shares may be issued under the
Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan, as amended
(the "Plan") and up to 81,330,000 Class A Common Stock shares may be issued
under the Trey Resources, Inc. 2007 Consultant Stock Incentive Plan (the
"Consultant Plan") The Board of Directors of Trey approved the Directors' and
Officers' Plan and the Plan initially on September 30, 2004 and the Consultant
Plan on January 23, 2007.

                             DESCRIPTION OF BUSINESS

BACKGROUND OF THE COMPANY

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

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

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

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

         On May 31, 2006, SWK Technologies, Inc. completed the acquisition of
certain assets of AMP-Best Consulting, Inc. of Syracuse, New York. AMP-Best
Consulting, Inc. is an information technology company and value added reseller
of licensed accounting software published by Sage Software. AMP-Best Consulting,
Inc. sells services and products to various end users, manufacturers,
wholesalers and distribution industry clients located throughout the United
States, with special emphasis on companies located in the upstate New York
region.

OUR BUSINESS

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

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

         Our product sales are cyclical, and increase when the developer of a
specific software product offers new versions, promotions or discontinues
support of an older product.
As is common among software resellers, we purchase our products from
our suppliers with a combination of cash and credit extended by the supplier. We
do not carry significant inventory, and generally place an order with the
supplier only after receiving a firm commitment from our customer. Except in
unusual situations, we do not allow our customers to return merchandise and
rarely offer extended payment terms to our customers.

OUR PRODUCTS

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

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

         As of December 31, 2006, approximately 29% of our total revenue was
generated from the resale of accounting software published by Sage Software,
Inc. (Sage) for the financial accounting requirements of small and medium sized
businesses focused on manufacturing and distribution, and the delivery of
related services from the sales of these products, including installation,
support and training. These product sales are primarily packaged software
programs installed on a user workstation, on a local area network server, or in
a hosted environment. The programs perform and support a wide variety of
functions related to accounting, including financial reporting, accounts payable
and accounts receivable, and inventory management.

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

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

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

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

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

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

         We market our "MAPADOC" solutions to our existing and new small and
medium-sized business customers, and through a network of resellers. As of
December 31, 2006, we have a sales team and 5 technical specialists involved in
marketing and supporting sales of the "MAPADOC" product and associated services.

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

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

         We market the Radio Beacon solution to our existing and new
medium-sized business customers. As of December 31, 2006, we have five
salespeople and two technical specialists involved in marketing and supporting
sales of the Radio Beacon product and associated services.

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

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

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

MARKETS

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

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

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

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

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

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

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

ARRANGEMENTS WITH PRINCIPAL SUPPLIERS

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

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

CUSTOMERS

         We market our products to private companies throughout the United
States. In the year ended December 31, 2006, the revenues generated by our top
ten customers represented approximately twenty five percent (25%) of
consolidated revenues, and no single customer accounted for ten percent or more
of our consolidated revenues.

INTELLECTUAL PROPERTY

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

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

EMPLOYEES

         As of the date of this prospectus, we have approximately 38 full time
employees and 3 part time employees located in one office in New Jersey, two
offices in New York and one office in California. All but five of our current
employees were formerly employees of the companies that we acquired.
Approximately nine of our employees are engaged in sales and marketing
activities and approximately twelve employees are engaged in service
fulfillment.

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

         We have received a going concern opinion from our independent
registered public accounting firm for the years ended December 31, 2006 and
2005. We have incurred substantial accumulated deficits and operating losses.
These issues raise substantial doubt about our ability to continue as a going
concern. Our failure to raise sufficient additional funds, either through
additional financing or continuing operations, will have a material adverse
effect on our business and financial condition and on our ability to continue as
a going concern.

                       WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the informational requirements of the Exchange Act.
Accordingly, we file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file with
the SEC at the SEC's Public Reference Room located at Room 1580, Headquarters
Office, 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains an
Internet website at WWW.SEC.GOV that contains reports, proxies and other
information regarding registrants that file electronically with the SEC, and
certain of the registrant's filings are available at that website. Please call
1-800-SEC-0330 for further information on the Public Reference Room.

         This prospectus is part of a registration statement that we filed with
the SEC. Some parts of the registration statement are omitted as allowed by the
rules and regulations of the SEC. We refer you to the registration statement for
further information about our company and the shares of common stock to be
issued under this registration statement. You can obtain a copy of the
registration statement from the SEC at the address listed above or from the
SEC's web site.

                                  RISK FACTORS

         An investment in our common stock involves various risks. You should
carefully consider the risks and uncertainties described below and the other
information included or incorporated by reference in this prospectus, including
the risk factors set forth in our Annual Report on Form 10-KSB for the fiscal
years ended December 31, 2006 and 2005 and other filings with the Securities and
Exchange Commission, before deciding to invest in our common stock. Any of the
risk factors described therein or set forth below could significantly and
adversely affect our business, prospects, financial condition and results of
operations. As a result, the trading price of our common stock could decline and
you could lose a part or all of your investment. See Cautionary Statement
Regarding Forward-Looking Statements below.

RISKS RELATED TO OUR OPERATIONS

WE HAVE A LIMITED OPERATING HISTORY.

         We did not begin our value added reseller, software, and consulting
business until June 2004. Accordingly, we have a limited operating history on
which to base an evaluation of our business and prospects. We cannot assure
stockholders that our business strategy will be successful or that we will
successfully address the risks involved in operating our business. Our failure
to do so could materially adversely affect our business, financial condition and
operating results.

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

         We have historically lost money. For the years ended December 31, 2006
and December 31, 2005, net losses were $2,321,573 and $2,408,644, respectively.
Future losses are likely to occur. Accordingly, we may experience significant
liquidity and cash flow problems because our operations may not be profitable.
No assurances can be given that we will be successful in reaching or maintaining
profitable operations.

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

         Our short operating history and the rapidly changing nature of the
markets in which we compete make it difficult to accurately forecast our
revenues and operating results. Furthermore, we expect our revenues and
operating results to fluctuate in the future due to a number of factors,
including the following:
o  the timing of sales of our products and services;
         o  the timing of product implementation, particularly large design
            projects;
         o  unexpected delays in introducing new products and services;
         o  increased expenses, whether related to sales and marketing, product
            development, or administration;
         o  deferral in the recognition of revenue in accordance with applicable
            accounting principles, due to the time required to complete
            projects;
         o  the mix of product license and services revenue; and
         o  costs related to possible acquisitions of technology or businesses.

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

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

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

         We have relied on significant external financing to fund our
operations. Such financing has historically come from a combination of
borrowings and sales of securities from third parties. We cannot assure you that
financing from external sources will be available if needed or on favorable
terms. Our inability to obtain adequate financing will result in the need to
curtail business operations. Any of these events would be materially harmful to
our business and may result in a lower stock price. While we have recently
raised working capital to fund our operations that we believe should be
sufficient for the next six months, we will subsequently need to raise
additional capital to fund our future operations.

         Because our financial accounting software, EDI software, and business
consulting businesses are still evolving, we may experience difficulties that
could prevent us from becoming profitable.

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

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

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

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

         Software products are not currently accurate in every instance, and may
never be. Furthermore, we could inadvertently release products and technologies
that contain defects. In addition, third-party technology that we include in our
products could contain defects. We may incur significant expenses to correct
such defects. Clients who are not satisfied with our products or services could
bring claims against us for substantial damages. Such claims could cause us to
incur significant legal expenses and, if successful, could result in the
plaintiffs being awarded significant damages. Our payment of any such expenses
or damages could prevent us from becoming profitable.
OUR SUCCESS IS HIGHLY DEPENDENT UPON OUR ABILITY TO COMPETE AGAINST COMPETITORS
THAT HAVE SIGNIFICANTLY GREATER RESOURCES THAN WE HAVE.

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

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

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

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

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

         As of March 31, 2007, Jerome R. Mahoney and Mark Meller, our
Non-Executive Chairman of the Board of Directors and our President,
respectively, collectively own approximately 83.3% of our outstanding shares of
our Class A Common Stock (assuming the conversion of outstanding debt into
shares of Class A Common Stock and/or Class B Common Stock). Mr. Mahoney and Mr.
Meller may be able to influence all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. This concentration of ownership, which is not subject to any
voting restrictions, could limit the price that investors might be willing to
pay for our Class A Common Stock. In addition, Mr. Mahoney and Mr. Meller are in
a position to impede transactions that may be desirable for other stockholders.
They could, for example, make it more difficult for anyone to take control of
us.

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

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

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

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

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

         Price competition is often intense in the software market. Price
competition may continue to increase and become even more significant in the
future, resulting in reduced profit margins.
IF WE LOSE THE SERVICES OF ANY OF OUR KEY PERSONNEL, INCLUDING OUR NON-EXECUTIVE
CHAIRMAN OF THE BOARD OF DIRECTORS OR CHIEF EXECUTIVE OFFICER, OUR BUSINESS MAY
SUFFER.

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

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

         As of March 31, 2007 our Non-Executive Chairman of the Board of
Directors, Jerome R. Mahoney, has the right to convert $180,525 of indebtedness
(which includes accrued interest of 9.5% per annum) into 180,525 shares of our
Class B Common Stock, which will be convertible into an indeterminable number of
shares of our Class A Common Stock. This could create, or appear to create,
potential conflicts of interest when our Non-Executive Chairman is faced with
decisions that could have different implications for us. Examples of these types
of decisions might include any of the potential business acquisitions made by us
or the resolution of disputes arising out of the agreements governing the
relationship between iVoice and us following the distribution. Also, the
appearance of conflicts, even if such conflicts do not materialize, might
adversely effect the public's perception of us following the distribution.
Furthermore, we do not have any formal procedure for resolving any such
conflicts of interest if they do arise.

RISKS RELATED TO OUR OFFERING

FUTURE SALES BY OUR STOCKHOLDERS MAY ADVERSELY AFFECT THE PRICE OF OUR CLASS A
COMMON STOCK AND OUR ABILITY TO RAISE FUNDS IN NEW OFFERINGS OF OUR EQUITY
SECURITIES.

         Sales of shares of our Class A Common Stock in the public market
following this offering could lower the market price of our shares. Sales may
also make it more difficult for us to sell equity securities or equity-related
securities in the future at a time and price that our management deems
acceptable or at all. In addition, we have debentures from a previous private
placement that may be convertible into approximately 17,370,909 shares of Class
A Common Stock (assuming the debentures are converted at an estimated price of
$.0011 per share). Upon issuance of the maximum number of shares previously
registered issuable upon the conversion of debentures (the "Cornell Debentures")
issued to Cornell Capital Partners LP ("Cornell"), there may be an additional
2,375,607,777 shares of Class A Common Stock outstanding (including the shares
available for issuance upon conversion of the debentures). All of these shares
of Class A Common Stock may be immediately resold in the public market upon
effectiveness of the registration statement and the sale to the investor under
the terms of the Cornell Debentures.

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

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

CORNELL CAPITAL PARTNERS, L.P. WILL PAY LESS THAN THE THEN-PREVAILING MARKET
PRICE OF OUR CLASS A COMMON STOCK ISSUABLE UPON CONVERSION OF THE CORNELL
DEBENTURES.

         The Class A Common Stock to be issued upon conversion of the Cornell
Debentures will be issued at a 10% discount to the lowest closing bid price of
our Class A Common Stock during the 30 days trading days immediately preceding
the conversion date. These discounted sales could cause the price of our Class A
Common Stock to decline. Further, because Cornell will acquire our Class A
Common Stock under the Cornell Debentures at a discount to the then current
market price, it will have an incentive to sell immediately in order to realize
a gain on the difference. This incentive to sell immediately into the public
market to realize a gain on the difference accelerates if the market price of
our Class A Common Stock declines.

CORNELL INTENDS TO SELL SHARES OF OUR CLASS A COMMON STOCK ISSUABLE UPON
CONVERSION OF THE CORNELL DEBENTURES IN THE PUBLIC MARKET, WHICH SALES MAY CAUSE
OUR STOCK PRICE TO DECLINE.
Cornell intends to sell the shares of Class A Common Stock that have
been registered in the public market. That means that up to 2,375,607,777 shares
of Class A Common Stock may be sold. Such sales may cause our stock price to
decline.

THE SALE OF OUR CLASS A COMMON STOCK ISSUABLE UPON CONVERSION OF THE CORNELL
DEBENTURES COULD ENCOURAGE SHORT SALES BY THIRD PARTIES, WHICH COULD CONTRIBUTE
TO THE FURTHER DECLINE OF OUR STOCK PRICE.

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

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

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

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

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

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

         We have previously registered for resale 1,478,404,375 shares of Class
A Common Stock. These shares represent approximately 91% of our outstanding
Class A Common Stock, and we anticipate all such shares will be sold from that
offering. If all or a significant block of these shares are held by one or more
stockholders working together, then such stockholder or stockholders would have
enough shares to assume control of us by electing our or their own directors.

RISKS RELATED TO OUR SECURITIES

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

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

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

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

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

         Our Class A Common Stock is deemed to be "penny stock" as that term is
defined in Rule 3a51-1 promulgated under the Exchange Act. These requirements
may reduce the potential market for our Class A Common Stock by reducing the
number of potential investors. This may make it more difficult for investors in
our Class A Common Stock to sell shares to third parties or to otherwise dispose
of them. This could cause our stock price to decline. Penny stocks are stock:
With a price of less than $5.00 per share;

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

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

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

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

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

         The sale of a large number of our shares, or the perception that such a
sale may occur, could lower our stock price. Such sales could make it more
difficult for us to sell equity securities in the future at a time and price
that we consider appropriate. As of December 31, 2006, approximately 13,275,588
shares of our Class A Common Stock could be considered "restricted securities"
and saleable only upon registration under the Securities Act of 1933, as amended
(the "Securities Act"), upon compliance with Rule 144 of the Securities Act, or
pursuant to another exemption from registration.

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

         We have reserved for issuance shares of our Class A Common Stock upon
exercise or conversion of stock options, warrants, or other convertible
securities that are presently outstanding. Issuance of these shares will have
the effect of diluting the equity interests of our existing stockholders and
could have an adverse effect on the market price for our Class A Common Stock.
As of May 29, 2007, we had all of our remaining 9,593,343,986 authorized shares
available for future issuance, of which approximately 1,511,815,826 are
reserved.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

         The following tables set forth certain information regarding the
beneficial ownership of our voting securities as of May 29, 2007 of (i) each
person known to us to beneficially own more than 5% of the applicable class of
voting securities, (ii) our directors, (iii) and each named executive officer
and (iv) all directors and executive officers as a group. As of May 29, 2007
there were a total of 406,656,014 shares of Class A common stock outstanding.
Each share of Class A common stock and Class B common stock is entitled to one
vote on matters on which holders of common stock are eligible to vote. The
column entitled "Percentage of Total Voting Stock" shows the percentage of total
voting stock beneficially owned by each listed party.

         The number of shares beneficially owned is determined under rules
promulgated by the Securities and Exchange Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
those rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days of May 29, 2007, through
the exercise or conversion of any stock option, convertible security, warrant or
other right. Unless otherwise indicated, each person or entity named in the
table has sole voting power and investment power (or shares that power with that
person's spouse) with respect to all shares of capital stock listed as owned by
that person or entity.

                            OWNERSHIP OF COMMON STOCK
COMMON STOCK
                                                                           BENEFICIALLY OWNED
                                                                   -----------------------------------
NAME/ADDRESS                           TITLE OF CLASS                  NUMBER               PERCENT
---------------------------------      -----------------------     -------------         -------------
Jerome R. Mahoney (Chairman)           Class A Common Stock        1,963,733,073 (1)         83.1%
c/o Trey Resources, Inc.
5 Regent Street, Suite 520
Livingston, New Jersey  07039

Mark Meller (President)                Class A Common Stock        1,180,924,489 (2)         74.7%
c/o Trey Resources, Inc.
5 Regent Street, Suite 520
Livingston, New Jersey  07039

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

Directors and executive officer
as a group                             Class A Common Stock        3,144,657,562             88.7%
__________________________

(1)  Includes a) 1,555,775,831 shares of our Class A common stock issuable upon
     conversion of $700,099 due to related party accounts with Mr. Mahoney and
     (b) 401,166,445 shares of our Class A common stock issuable upon conversion
     of a promissory note assumed on February 11, 2004. These figures assume
     that Class B Common Stock is issued to satisfy these obligations, and such
     Class B Common Stock shares are subsequently converted to shares of Class A
     Common Stock. Monies owed to Mr. Mahoney and the note balance of $180,525
     includes principle and interest as of March 31, 2007. Pursuant to such
     promissory note, Mr. Mahoney may, at any time, convert amounts owed to him
     for monies loaned thereunder and interest thereon into (i) one share of our
     Class B common stock for each dollar owed, (ii) the number of shares of our
     Class A common stock calculated by dividing (x) the sum of the amount being
     prepaid by (y) 50% of the lowest issue price of shares of our Class A
     common stock since the first advance of funds under such note, or (iii)
     payment of the principal of the note, before any repayment of interest.
(2)  Includes 1,180,924,489 shares of our Class A common stock issuable upon
     conversion of $531,416 due to related party accounts with Mr. Meller as of
     March 31, 2007. These figures assume that Class B Common Stock is issued to
     satisfy these obligations, and such Class B Common Stock shares are
     subsequently converted to shares of Class A Common Stock. Pursuant to an
     agreement between the Company and Mr. Meller, Mr. Meller may, at any time,
     convert amounts owed to him for monies thereon into (i) one share of our
     Class B common stock for each dollar owed, (ii) the number of shares of our
     Class A common stock calculated by dividing (x) the sum of the amount being
     prepaid by (y) 50% of the lowest issue price of shares of our Class A
     common stock since the first advance of funds under such amounts due.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain information included in this Form S-8 and other materials filed
or to be filed by us with the Securities and Exchange Commission (as well as
information included in oral or written statements made by us or on our behalf),
may contain forward-looking statements about our current and expected
performance trends, growth plans, business goals and other matters. These
statements may be contained in our filings with the Securities and Exchange
Commission, in our press releases, in other written communications, and in oral
statements made by or with the approval of one of our authorized officers.
Information set forth in this discussion and analysis contains various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. The reader is cautioned that
such forward-looking statements are based on information available at the time
and/or management's good faith belief with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements.
Forward-looking statements speak only as of the date the statement was made. We
assume no obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors affecting
forward-looking information. Forward-looking statements are typically identified
by the use of terms such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "predict," "project," "should,"
"will," and similar words, although some forward-looking statements are
expressed differently. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct.

                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of the shares of
common stock offered under this prospectus by the selling security holders.
Rather, the selling security holders will receive those proceeds directly.
SELLING SECURITY HOLDERS

         The shares of common stock being offered under this prospectus may be
offered for sale from time to time during the period the registration statement
of which this prospectus is a part remains effective, by or for the accounts of
the selling security holders. All of the shares being offered under this
prospectus will be issued under the Amended and Restated Trey Resources, Inc.
2004 Directors' and Officers' Stock Incentive Plan, the Amended and Restated
Trey Resources, Inc. 2004 Stock Incentive Plan or the Trey Resources, Inc. 2007
Consultant Stock Incentive Plan.

         We will not receive any of the proceeds from the sale of the shares of
common stock offered by the selling security holders.

         The following table sets forth, information with respect to those
individuals that are anticipated to be selling shareholders of Class A Common
Stock shares under this registration statement.

         NAME                  TITLE OF CLASS          SHARES OFFERED FOR RESALE
         -------------------   ---------------------   -------------------------
         Mark Meller           Class A Common Stock    28,380,000 (1)
         -------------------   ---------------------   -------------------------
         Jeffrey Roth          Class A Common Stock    14,190,000 (2)
         -------------------   ---------------------   -------------------------
         Lynn Berman           Class A Common Stock     7,095,000 (3)
         -------------------   ---------------------   -------------------------
         Gary Berman           Class A Common Stock     7,095,000 (4)
         -------------------   ---------------------   -------------------------
         Lawrence A. Muenz     Class A Common Stock    28,380,000 (5)
         -------------------   ---------------------   -------------------------

         (1) Represents Class A Common Stock shares that may be granted from the
         Amended and Restated Trey Resources, Inc. 2004 Directors' and Officers'
         Stock Incentive Plan to repay a portion of deferred compensation and/or
         expenses equal to $531,416 as of March 31, 2007.

         (2) Represents Class A Common Stock shares that may be granted from the
         Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan for
         a portion of a bonus equal to $30,000.

         (3) Represents Class A Common Stock shares that may be granted from the
         Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan for
         a portion of a bonus equal to $15,000.

         (4) Represents Class A Common Stock shares that may be granted from the
         Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan for
         a portion of a bonus equal to $15,000.

         (5) Represents Class A Common Stock shares that may be granted from the
         Trey Resources, Inc. 2007 Consultant Stock Incentive Plan to repay a
         portion of legal fees and/or expenses equal to $48,090 as of March 31,
         2007.

                              PLAN OF DISTRIBUTION

         The selling security holders and any of their respective donees,
pledgees, assignees and other successors-in-interest may, from time to time,
sell any or all of their shares of our common stock being offered under this
prospectus on any stock exchange, market or trading facility on which the shares
are traded or in private transactions. These sales, which may include block
transactions, may be at fixed or negotiated prices. Each selling security holder
may use any one or more of the following methods when selling shares:
o  ordinary brokerage transactions and transactions in which the
            broker-dealer solicits purchasers;
         o  trades in which the broker-dealer will attempt to sell the shares as
            agent but may position and resell a portion of the block as
            principal to facilitate the transaction;
         o  purchases by a broker-dealer as principal and re-sales by the
            broker-dealer for its own account;
         o  an exchange distribution in accordance with the rules of the
            applicable exchange;
         o  privately negotiated transactions;
         o  short sales, which are contracts for the sale of shares of stock
            that the seller does not own, or certificates for which are not
            within his control, so as to be available for delivery at the time
            when, under applicable rules, delivery must be made;
         o  transactions to cover short sales;
         o  broker-dealers may agree with the selling security holder to sell a
            specified number of shares at a stipulated price per share;
         o  a combination of any of these methods of sale; or
         o  any other method permitted by applicable law

         The sale price to the public may be:

         o  the market price prevailing at the time of sale;
         o  a price related to the prevailing market price;
         o  at negotiated prices; or
         o  such other price as the selling security holder determines from time
            to time.

         The shares may also be sold under Rule 144 under the Securities Act of
1933, as amended, if available, rather than under this prospectus.

         Each selling security holder shall have the sole and absolute
discretion not to accept any purchase offer or make any sale of shares if he
deems the purchase price to be unsatisfactory at any particular time.

         Each selling security holder may also engage in short sales against the
box, which are sales where the seller owns enough shares to cover the borrowed
shares, if necessary, puts and calls and other transactions in securities of
Trey or derivatives of Trey securities and may sell or deliver shares in
connection with these trades. Each selling security holder may pledge his shares
to his brokers under the margin provisions of customer agreements. If a selling
security holder defaults on a margin loan, the broker may, from time to time,
offer and sell the pledged shares.

         Broker-dealers engaged by a selling security holder may arrange for
other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling security holder (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. Neither selling security holder has indicated to us
that he expects these commissions and discounts to exceed what is customary in
the types of transactions involved.

         A selling security holder and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with these sales. In that event, any
commissions received by these broker-dealers or agents and any profit on the
re-sale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.

         A selling security holder, alternatively, may sell all or any part of
the shares offered in this prospectus through an underwriter. To our knowledge,
none of the selling security holders have entered into any agreement with a
prospective underwriter. If a selling security holder enters into such an
agreement or agreements, the relevant details will be set forth in a supplement
or revisions to this prospectus.
Each selling security holder and any other persons participating in the
sale or distribution of the shares offered under this prospectus will be subject
to applicable provisions of the Securities Exchange Act of 1934, as amended, and
the rules and regulations under that act, including, without limitation,
Regulation M. These provisions may restrict certain activities of, and limit the
timing of purchases and sales of any of the shares by, a selling security holder
or any other such person. Furthermore, under Regulation M, persons engaged in a
distribution of securities are prohibited from simultaneously engaging in market
making and certain other activities with respect to such securities for a
specified period of time prior to the commencement of such distributions,
subject to specified exceptions or exemptions. All of these limitations may
affect the marketability of the shares.

         We have agreed to pay all fees and expenses incident to the
registration of the shares.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State of Delaware
permits a corporation to indemnify its directors and officers against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with a pending or completed action, suit or proceeding if the
officer or director acted in good faith and in a manner the officer or director
reasonably believed to be in the best interests of the company.

         Our Certificate of Incorporation provides that, except in certain
specified instances, a director shall not be personally liable to us or our
stockholders for monetary damages for breach of fiduciary duty as a director.

         To the extent indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of Trey under the above provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore, unenforceable.

                                     EXPERTS

         The consolidated financial statements of Trey Resources, Inc. for the
fiscal years ended December 31, 2006 and 2005 incorporated by reference into
this prospectus have been audited by Bagell, Josephs, Levine & Company, LLC,
independent registered public accountants, to the extent and for the periods set
forth in that firm's report, are incorporated in this prospectus in reliance
upon the report given upon the authority of Bagell, Josephs, Levine & Company,
LLC, as experts in auditing and accounting.

                                  LEGAL MATTERS

         The validity of the shares of common stock offered under this
prospectus will be passed upon by Meritz & Muenz LLP, Washington, D.C.

                          TRANSFER AGENT AND REGISTRAR

         The transfer agent and registrar for our common stock is Fidelity
Transfer Company. Its telephone number is 801-466-7208.

                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, and the rules and
regulations promulgated under the Securities Act, with respect to the common
stock offered under this prospectus. This prospectus, which constitutes a part
of the registration statement, does not contain all of the information contained
in the registration statement and the exhibits and schedules to the registration
statement. While material elements of the contracts and documents referenced in
this prospectus are contained in this prospectus, statements contained in this
prospectus as to the contents of any contract or other document referred to are
not necessarily complete, and in each instance reference is made to the full
text of the contract or other document, which is filed as an exhibit to the
registration statement.
You may read and copy any document we file with the SEC at the SEC's
Public Reference Room located at Room 1580, Headquarters Office, 100 F Street,
N.E., Washington, D.C. 20549. The SEC also maintains an Internet website at
WWW.SEC.GOV that contains reports, proxies and other information regarding
registrants that file electronically with the SEC, and certain of the
registrant's filings are available at that website. Please call 1-800-SEC-0330
for further information on the Public Reference Room. Our web site address is
http://www.treyresources.com.

         All trademarks or trade names referred to in this prospectus are the
property of their respective owners.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission allows us to incorporate by
reference information we file with it, which means we can disclose important
information to you by referring you to documents we have filed with the
Securities and Exchange Commission. The information incorporated by reference is
considered to be a part of this prospectus. We incorporate by reference the
documents listed below and all documents we subsequently file with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the termination of the offering
covered by this prospectus:

         (a) Our Annual Report on Form 10-KSB for the fiscal years ended
             December 31, 2006 and 2005, filed with the Securities and Exchange
             Commission.

         (b) Our Quarterly Report on Form 10-QSB for the period ended March 31,
             2007 filed with the Securities and Exchange Commission.

         (c) Our Form 8-K dated May 17, 2007 filed with the Securities and
             Exchange Commission.

         For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

         Notwithstanding the above, information that is "furnished to" the
Commission shall not be deemed "filed with" the Commission and shall not be
deemed incorporated by reference into this Registration Statement.

         We will provide to each person, including any beneficial owner, to whom
a prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference in this prospectus but not delivered with this
prospectus. You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                              Trey Resources, Inc.
                              5 Regent Street, Suite 520
                              Livingston, NJ 07039
                              (973) 758-9555
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         In accordance with the requirements of the Securities Exchange Act of
1934, the Company periodically files certain reports and other information with
the Commission. The following documents filed with the Commission are hereby
incorporated in this Prospectus by reference:

         (a) Our Annual Report on Form 10-KSB for the fiscal years ended
             December 31, 2006 and 2005, filed with the Securities and Exchange
             Commission.
         (b) Our Quarterly Report on Form 10-QSB for the period ended March 31,
             2007 filed with the Securities and Exchange Commission.
         (c) Our Form 8-K dated May 17, 2007 filed with the Securities and
             Exchange Commission.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post
effective amendment which indicates that all remaining securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents. Any statement in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Lawrence A. Muenz, a partner of Meritz & Muenz LLP, counsel to the
Company, may receive compensation for legal services provided to the Company by
his firm in the form of Class A Common Stock granted under the Trey Resources,
Inc. 2007 Consultant Stock Incentive Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law (the "Delaware Law") empowers a Delaware corporation to
indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person was an
officer or director of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if
the officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

         Our Certificate of Incorporation and by-laws include an indemnification
provision under which we have agreed to indemnify directors of Trey to the
fullest extent possible from and against any and all claims of any type arising
from or related to future acts or omissions as a director of Trey.

         The effect of these provisions is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in certain limited situations.
These provisions do not limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. These provisions will not
alter the liability of directors under federal securities law.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

         4.1    Amended and Restated Trey Resources, Inc. 2004 Stock Incentive
                Plan.
         4.2    Amended and Restated Trey Resources, Inc. Directors' and
                Officers' 2004 Stock Incentive Plan.
         4.3    Trey Resources, Inc. 2007 Consultant Stock Incentive Plan.
         5.1.   Legal Opinion of Meritz & Muenz LLP.
         23.    Consent of Experts and Counsel
                23.1     Consent of Bagell, Josephs, Levine & Company, L.C.C.
                23.2     Consent of Meritz & Muenz LLP.  (See Exhibit 5.1)

ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a)  The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
     post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933, as amended (the "Securities Act");

         (ii) To reflect in the prospectus any facts or events arising after the
         effective date of this Registration Statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of
         securities offered (if the total dollar value of securities offered
         would not exceed that which was registered) and any deviation from the
         low or high and of the estimated maximum offering range may be
         reflected in the form of prospectus filed with the Commission pursuant
         to Rule 424(b) if, in the aggregate, the changes in volume and price
         represent no more than a 20 percent change in the maximum aggregate
         offering price set forth in the "Calculation of Registration Fee" table
         in the effective Registration Statement; and

         (iii) To include any material information with respect to the plan of
         distribution not previously disclosed in this Registration Statement or
         any material change to such information in this Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the registrant pursuant to Section 13 or Section 15(d)
     of the Exchange Act that are incorporated by reference in this Registration
     Statement.

     (2) That, for the purpose of determining any liability under the Securities
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
     of the securities being registered which remain unsold at the termination
     of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Livingston, New Jersey, on May 30, 2007.

                           TREY RESOURCES, INC.

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

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

/s/ Mark Meller                                        Date:    May 30, 2007
--------------------------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer
Director

/s/ Jerome Mahoney                                     Date:    May 30, 2007
--------------------------------
Jerome Mahoney
Non-Executive Chairman and
Director

/s/ John Rudy                                          Date:    May 30, 2007
--------------------------------
John Rudy
Director

                 AMENDED AND RESTATED TREY RESOURCES, INC. 2004
                  DIRECTORS' AND OFFICERS' STOCK INCENTIVE PLAN

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Board of Directors of the Registrant who administers the Amended and
Restated Trey Resources, Inc. 2004 Directors' and Officers' Incentive Stock
Plan, as amended, have duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Livingston, New
Jersey, on May 30, 2007.

By:                        /s/ Mark Meller
                           -----------------------------
                           Mark Meller, President,
                           Chief Executive Officer and
                           Principal Financial Officer
AMENDED AND RESTATED TREY RESOURCES, INC. 2004 STOCK INCENTIVE PLAN

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Board of Directors of the Registrant who administers the Amended and
Restated Trey Resources, Inc. 2004 Incentive Stock Plan, as amended, have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Livingston, New Jersey, on May 30,
2007.

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

            TREY RESOURCES, INC. 2007 CONSULTANT STOCK INCENTIVE PLAN

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Board of Directors of the Registrant who administers the Trey Resources,
Inc. 2007 Consultant Stock Incentive Plan have duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Livingston, New Jersey, on May 30, 2007.

By:                        /s/ Mark Meller
                           -----------------------------
                           Mark Meller, President,
                           Chief Executive Officer and
                           Principal Financial Officer
INDEX OF EXHIBITS

4.1      Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan.
4.2      Amended and Restated Trey Resources, Inc. Directors' and Officers' 2004
         Stock Incentive Plan.
4.3      Trey Resources, Inc. 2007 Consultant Stock Incentive Plan
5.1.     Legal Opinion of Meritz & Muenz LLP
23.      Consent of Experts and Counsel
         23.1     Consent of Bagell, Josephs, Levine & Company, L.C.C.
         23.2     Consent of Meritz & Muenz LLP.  (See Exhibit 5.1)