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CORRESP
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      Correspondence

                DAVID
                  J. LEVINE

                ASSOCIATE

                PHONE
                  212-715-9121

                FAX
                  212-715-8000

                DJLEVINE@KRAMERLEVIN.COM

    July
      7,
      2006

    VIA
      EDGAR and FEDERAL EXPRESS

    Ms.
      Elaine Wolff

    Branch
      Chief

    Division
      of Corporation Finance

    Mail
      Stop
      7010

    United
      States Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

              Re:

              Trey
                Resources, Inc.

            Amendment No. 1 to Registration Statement on Form
              SB-2

            Filed July 7, 2006

            File No.
              333-133924

    Dear
      Ms.
      Gowetski:

    On
      behalf
      of Trey
      Resources, Inc. (“we” or the “Company”),
      we respond as follows to the Staff’s comment letter dated June 2, 2006 relating
      to the above-captioned registration statement on Form SB-2. Captions and page
      references herein correspond to those set forth in Amendment No. 1 to the
      registration statement (“Amendment No. 1” or the “prospectus”), a copy of which
      has been marked against the changes from the initial registration statement
      filed on May 9, 2006. We are also delivering three (3) courtesy copies of such
      marked Amendment No. 1 to Jennifer Gowetski. Please note that for the Staff’s
      convenience, we have recited each of the Staff’s comments and provided the
      Company’s response to each comment immediately thereafter.

    General

              1.

              We
                note your disclosure on page 2 that refers to the outstanding principal
                balance of $1,025,000 and accrued interest still owed by the company
                to
                Cornell from the prior advances under the equity line of credit that
                was
                terminated on December 30, 2005. We further note that this outstanding
                balance was converted into debentures. Pursuant to the equity line
                agreement filed as Exhibit 10.1 to your registration statement on
                Form
                SB-2 filed on October 3, 2003, it appears that the company had to
                deliver
                the shares to Cornell’s counsel prior to the release of funds. Please
                explain to us in detail why the company has an outstanding principle
                balance and accrued interest still owed to
                Cornell.

    Ms.
      Elaine Wolff

    July
      7,
      2006

    Page
      2

    Between
      March 15, 2004 and August 31, 2005, the Company issued to Cornell promissory
      notes in the aggregate principal amount of $2,700,000. On January 27, 2003,
      the
      Company entered into a Standby Equity Distribution Agreement with Cornell.
      Following the date that the Company’s Form SB-2 registering for resale the
      shares of common stock issuable under the Standby Equity Distribution Agreement
      was declared effective, the Company requested advances for and borrowed an
      aggregate of $1,759,638 from Cornell pursuant to the terms of the Standby Equity
      Distribution Agreement during the period from April 12, 2004 through December
      27, 2005 and used the proceeds from these advances under the equity line to
      repay principal and interest on the promissory notes. The promissory notes
      representing the outstanding principal balance of $1,025,000 plus accrued
      interest not repaid pursuant to advances we received under the Standby Equity
      Distribution Agreement were exchanged on December 30, 2005 for convertible
      debentures in the aggregate principal amount of $1,159,047 (which includes
      the
      principal balance of $1,025,000 plus accrued interest) pursuant to the
      Securities Purchase Agreement entered into with Cornell. The outstanding
      principal balance of $1,025,000 was not pursuant to advances we requested under
      the Standby Equity Distribution Agreement but rather the remaining unpaid
      balance under the promissory notes issued between March 15, 2004 and August
      31,
      2005.

              2.

              Please
                explain to us how converting the outstanding balance under the equity
                line
                into convertible debentures for Class A common would not impact whether
                the company had “completed” the private transaction of all of the
                securities that it registered for “resale” in its registration statement
                on Form SB-2 filed in October, 2003. Please see the March 2001 Supplement
                to the Division’s Current Issues Outline regarding private equity lines
                with registered resales available on www.sec.gov.

    As
      explained in our response to comment #1, the promissory notes representing
      the
      outstanding principal balance of $1,025,000 plus accrued interest were not
      issued by the Company to Cornell pursuant to advances we received under the
      Standby Equity Distribution Agreement. Rather, this amount simply represented
      the remaining balance under the promissory notes issued by the Company to
      Cornell between March 15, 2004 and August 31, 2005 which were exchanged on
      December 30, 2005 for convertible debentures in the aggregate principal amount
      of $1,159,047 (which includes the principal balance of $1,025,000 plus accrued
      interest) pursuant to the Securities Purchase Agreement entered into with
      Cornell. Accordingly, since the Company did not convert any outstanding balance
      under the equity line into convertible debentures, this does not affect the
      validity of the private placement. The
      structure of the Cornell equity line transaction is consistent with the Staff’s
      position set forth in the Current Issues and Rulemaking Projects Outline
      Quarterly Update, March 31, 2001. The equity line transaction was completed
      and
      fully committed prior to the filing of the resale registration statement on
      Form
      SB-2 filed in October 2003. Cornell was irrevocably bound to purchase the
      Company’s common stock once the Company exercised a “put” under the equity line
      arrangement. This “put” right was solely within the Company’s control. In
      addition, the Company utilized a form of registration statement that the Company
      was eligible to use for a primary offering and Cornell was named as an
      underwriter in the prospectus and was accordingly subject to all of the
      requirements and liabilities of an underwriter.

    Ms.
      Elaine Wolff

    July
      7,
      2006

    Page
      3

    Facing
      Page

              3.

              We
                note that the 1,474,404,375 shares to be registered includes shares
                issued
                to the selling shareholders in various private placement transactions
                and
                asset purchase transactions. We further note your disclosure on page
                1
                that Cornell intends to sell up to 1,474,404,375 shares upon conversion
                of
                certain indentures. Please revise to clarify what you mean by “various
                private placement transactions and asset purchase transactions.” If all
                the shares to be registered relate to shares to be issued upon conversion
                of the indentures, please so
                state.

    The
      reference to “and asset purchase transactions” has been deleted in response to
      this comment.

    Prospectus
      Summary, page 1

              4.

              We
                note your statement on page 1 that on December 30, 2005, you entered
                into
                a securities purchase agreement with Cornell whereby you issued to
                Cornell
                an aggregate $2,359,047 of secured convertible debentures. We further
                note
                your disclosure on page 2 that you issued two additional debentures
                for
                $600,000 each on December 20, 2005 and May 2, 2006. Please revise
                your
                disclosure on page 1 and throughout the prospectus, including page
                12, to
                clarify, if true, that the $2,359,047 of secured convertible debentures
                were not all issued on December 30, 2005, and provide the date and
                amount
                of each issued debenture.

    The
      Company issued two secured convertible debentures on December 30, 2005 for
      $1,159,047 and $600,000, respectively, and one secured convertible debenture
      on
      May 2, 2006 for $600,000, for an aggregate of $2,359,047 of secured convertible
      debentures. The disclosure throughout the prospectus has been revised
      accordingly in response to this comment.

    Cornell
      Convertible Debentures, page 12

              5.

              We
                note your disclosure on page 12 that, if your Class A common stock
                is
                trading above the conversion price at the time of prepayment, you
                must pay
                a 20% prepayment premium. We further note your disclosure that Cornell
                may
                convert the debentures into a number of shares equal to the quotient
                obtained by dividing (x) the outstanding amount of debentures to
                be
                converted by (y) 90% of the lowest closing bid price of your shares
                during
                the 30 trading days immediately preceding the conversion date. Please
                clarify, if true, whether you will always be subject to a prepayment
                penalty as the conversion price appears to be 90% of the lowest closing
                bid price of your shares.

      Ms.
        Elaine Wolff

      July
        7,
        2006

      Page
        4

    The
      Company will always be subject to a 20% prepayment premium. The disclosure
      in
      the prospectus has been revised accordingly in response to this
      comment.

              6.

              We
                note that you paid to Yorkville Advisors, LLC, the general partner
                of
                Cornell, a fee equal to 10% of the aggregate purchase price under
                the
                securities purchase agreement. Please expand your disclosure to quantify
                this amount in this section and the
                summary.

    The
      Company paid Yorkville Advisors, LLC a fee of $120,000, which is equal to 10%
      of
      the aggregate principal amount of the two secured convertible debentures for
      $600,000 each issued on December 30, 2005 and May 2, 2006 under the securities
      purchase agreement. The disclosure in the prospectus has been revised
      accordingly in response to this comment.

    Selling
      Stockholders, page 14

              7.

              We
                note your disclosure on page 14 that you issued five promissory notes
                payable to Cornell in 2004 totaling $1,350,000 for advances on the
                equity
                line financing agreement and that the promissory notes were repaid
                in full
                as of May 16, 2005. Please expand your disclosure to clarify why
                promissory notes were issued for advances on the equity line. Please
                provide the date and amount of each promissory note. In addition,
                please
                describe the source of funds used to repay the promissory notes in
                full as
                of May 16, 2005. Finally, please clarify how these promissory notes
                for an
                aggregate $1,350,000 are related to the outstanding principal balance
                of
                $1,025,000 and accrued interest still owed by the company to Cornell
                from
                the prior advances under the equity
                line.

    The
      five
      promissory notes issued to Cornell totaling $1,350,000 that were repaid on
      May
      16, 2005 were repaid from proceeds the Company received from advances under
      the
      Standby Equity Distribution Agreement. We issued separate promissory notes
      on
      the following dates in the following amounts: $100,000 on March 15, 2004;
      $100,000 on March 16, 2004; $100,000 on April 1, 2004; $700,000 on May 7, 2004;
      and $350,000 on September 2, 2004. Following the date that the Company’s Form
      SB-2 registering for resale the shares of common stock issuable under the
      Standby Equity Distribution Agreement was declared effective, the Company
      requested advances for and borrowed an aggregate of $1,434,638 from Cornell
      pursuant to the terms of the Standby Equity Distribution Agreement during the
      period from April 12, 2004 through May 16, 2005 and used the proceeds from
      these
      advances under the equity line to repay $1,350,000 of principal and $84,638
      of
      interest on these promissory notes. These promissory notes are not related
      in
      any way to the promissory notes representing the outstanding principal balance
      of $1,025,000 which were exchanged on December 30, 2005 for convertible
      debentures pursuant to the Securities Purchase Agreement. We have removed the
      reference in the prospectus to these promissory notes that were repaid on May
      16, 2005 as this disclosure is not relevant to this offering.

        Ms.
          Elaine Wolff

        July
          7,
          2006

        Page
          5

    Where
      You Can Find More Information, page 27

              8.

              Please
                revise to omit the reference to Room 1024, Judiciary Plaza. The Public
                Reference Room is located in Room 1580, 100 F Street, N.E., Washington,
                D.C.

    The
      address for the Public Reference Room has been revised in response to this
      comment.

    Management’s
      Discussion and Analysis, page 27

              9.

              We
                note your statement on page 27 that in January 2003, as subsequently
                amended retroactively to January 27, 2003, you entered into an equity
                line
                of credit agreement. Please revise your disclosure to clarify what
                you
                mean by “as subsequently amended retroactively to January 27, 2003” and
                provide the date that the agreement was initially executed and any
                subsequent amendments.

    The
      Company has changed the various disclosures in the registration statement to
      reference a single equity line of credit agreement. The final copy of this
      agreement was filed on December 22, 2003 as exhibit 10.1, File No.
      333-109997.

    Part
      II.  Information Not Required in Prospectus

              10.

              Please
                update this section to include the new undertakings that went into
                effect
                December 1, 2005. We refer to Item 512 of Regulation
                S-B.

    The
      undertakings that went into effect December 1, 2005 have been included in
      response to this comment.

    If
      you
      have any questions, please do not hesitate me at the above telephone and
      facsimile numbers.

              Very
                truly yours,

            /s/ David
              J.
              Levine

              David