SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 May 28, 2026

Brad Jacobs
Chief Executive Officer
QXO, Inc.
Five American Lane
Greenwich, CT 06831

 Re: QXO, Inc.
 Registration Statement on Form S-4
 Filed May 18, 2026
 File No. 333-295973
Dear Brad Jacobs:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Cheryl Brown at 202-551-3905 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: David S. Huntington
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 QXO, INC.

 Five American Lane

 Greenwich, Connecticut 06831

 May 28, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 Office of Trade and Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Cheryl Brown

 Re: QXO, Inc.

 Registration Statement on Form S-4

 File No. 333-295973

 Request for Effectiveness

 Dear Ms. Brown:

 Pursuant to Rule 461 of the Securities Act of 1933,
as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-4 (the “Registration
Statement”) filed by QXO, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”)
on May 18, 2026, as amended, be accelerated to May 29, 2026 at 4:00 p.m. Eastern Time or as soon thereafter as may be
practicable.

 We understand that the Staff will consider this
request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the
issuance of the securities covered by the Registration Statement. Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, by calling Nickolas Bogdanovich or Stan
Richards at (212) 373-3839 or (212) 373-3113, respectively.

 If you have any questions regarding the foregoing,
please contact Nickolas Bogdanovich or Stan Richards of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3839 or (212) 373-3113,
respectively.

 *****

 Very truly yours,

 By:
 /s/ Christopher Signorello

 Name: Christopher Signorello

 Title: Chief Legal Officer

CORRESP
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	silversun20201020_corresp.htm

SilverSun Technologies, Inc.

120 Eagle Rock Avenue

East Hanover, New Jersey 07936

October 21, 2020

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			SilverSun Technologies, Inc.

			Registration Statement on Form S-3

			File No. 333-249238

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act of 1933, as amended, SilverSun Technologies, Inc. (the “Company”) hereby respectfully requests that the effective date of the above-captioned Registration Statement (the “Filing”) be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on Friday, October 23, 2020, or as soon thereafter as possible.

* * * *

Very Truly Yours,

			SilverSun Technologies, Inc.

			/s/ Mark Meller

			Mark Meller

			Chief Executive Officer

United States securities and exchange commission logo
October 8, 2020
Mark Meller
Principal Executive Officer
SilverSun Technologies, Inc.
120 Eagle Rock Ave
East Hanover, NJ 07936
Re:SilverSun Technologies, Inc.
Registration Statement on Form S-3
Filed October 2, 2020
File No. 333-249238
Dear Mr. Meller:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lawrence Metelitsa

CORRESP
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SILVERSUN
TECHNOLOGIES, inc.

5
REGENT STREET, SUITE 520

LIVINGSTON,
NJ 07039

March
2, 2015

Via
E-mail

Mark. P. Shuman

Branch Chief - Legal

U.S. Securities & Exchange
Commission

Division of Corporation Finance

100
F Street, N.E.

Washington, D.C. 20549

    Re:
    SilverSun Technologies, Inc.

    Registration
    Statement
    on Form
    S-1, as amended

    Filed
    on December 4, 2014

    File
    No. 333-200726

Dear
Mr. Shuman:

SilverSun Technologies, Inc. (the “Company”)
respectfully requests, pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), that the U.S.
Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement on
Form S-1 filed on December 4, 2014, and all amendments thereto (the “Registration Statement”), so that it may become
effective at 5:15 p.m. Eastern Standard Time on March 3, 2015 or as soon thereafter as practicable. The Company would also appreciate
telephone notice of such effectiveness to Joseph Lucosky at (732) 395-4402.

In connection with the Company’s
request for acceleration of effectiveness of the Registration Statement, the Company acknowledges the following:

 (1) Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 (2) The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

 (3) The Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Very Truly Yours,

    /s/ Mark Meller

    Mark Meller

    Chief Executive Officer

    SilverSun Technologies, Inc.

CORRESP
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SIVERSUN
TECHNOLOGIES, INC.

5
REGENT STREET

LIVINGSTON,
NEW JERSEY 07039

March 2,
2015

VIA ELECTRONIC
MAIL

Mark P.
Shuman

Branch Chief
– Legal

United States
Securities and Exchange Commission

Washington,
D.C. 20549

    Re:
    SilverSun
    Technologies, Inc.

Amendment
No. 4 to Registration Statement on Form S-1

Filed
February 27, 2014

File
No. 333-200726

Dear Mr.
Shuman:

By
letter dated February 27, 2015, the staff (the “Staff,” “you” or “your”)
of the U.S. Securities & Exchange Commission (the “Commission”) provided SilverSun Technologies, Inc.
(the “Company,” “we,” “us” or “our”) with
its comments to the Company’s Amendment No. 4 to Registration Statement on Form S-1 filed February 27, 2015. We are in receipt
of your letter and set forth below are the Company’s responses to the Staff’s comments. For your convenience, the
comments are listed below, followed by the Company’s responses.

Cover
Page

 1. Please
                                         revise to remove the total column from the table on this page, because your offering
                                         structure does not assure that the total offering will be completed. Please also remove
                                         the statement that the funds will not be recoverable by investors if you are placed into
                                         bankruptcy or receivership as this statement is not appropriate in the context of an
                                         offering without a minimum component.

RESPONSE:
We have revised our disclosure accordingly.

Risk
Factors, page 8

 2. Please
                                         revise to include a separately captioned risk factor highlighting the risks associated
                                         with the lack of a trading market for the warrants. It appears that investors may have
                                         difficulty selling their warrants due to the lack of a public trading market and that
                                         investors in warrants may be unable to recover any portion of their investment due the
                                         possibility that a market for the warrants may never develop.

RESPONSE:
We have revised our disclosure accordingly.

Executive
Compensation, page 41

 3. Please
                                         revise to provide the information required by Item 402 of Regulation S-K for the fiscal
                                         year 2014. For guidance, refer to Question 117.05 of our Regulation S-K Compliance and
                                         Disclosure Interpretations.

RESPONSE:
We have revised our disclosure accordingly.

Exhibit
5.1

 4. We
                                         note your response to prior comment 8 and the revisions to your legal opinion. Please
                                         revise to concisely define the warrants being offered in the registration statement.
                                         Ensure that your opinion addresses both the placement agent warrants and the warrants
                                         that are offered to the public.

RESPONSE:
Our counsel has revised their opinion accordingly.

Thank you
for your assistance in reviewing this filing.

Sincerely,

/s/
Mark Meller

Mark
Meller

Chief
Executive Officer

SilverSun
Technologies, Inc.

February 2 7, 2015

Via E -Mail
Mark Meller
Chief Executive Officer
SilverSun Technologies, Inc.
5 Regent Street
Livingston, NJ 07039

Re:  SilverSun Technologies, Inc.
Amendment No. 4 to Registration Statement on Form S -1
Filed February 27, 2015
File No. 333 -200726

Dear Mr. Meller:

We have reviewed your amended registration statement and have the following
comments.  Where indicated, we think you should revise your document in response to these
comments.   Unless otherwise noted, where a prior comment is referred to it refers to our letter
dated February 25, 2015 .

Cover Page

1. Please revise to remove the total column from the table on this page, because your
offering structure do es not assure that the total offering will be completed.  Please also
remove the statement that the funds will not be recoverable by investors if you are placed
into bankruptcy or receivership as this statement is not appropriate in the context of an
offer ing without a minimum component.

Risk Factors , page 8

2. Please  revise to include a separately capti oned risk factor highlighting the risk s associated
with the lack of a trading market for the warrants.  It appears that investors may have
difficulty selling their warrants due to the lack of a public trading market and that
investors in warrants may be unable to recover  any portion of their investment due the
possibility  that a market for the warrants may never develop.

Executive Compensation , page 41

3. Please revise to provide the information required by Item 40 2 of Regulation S -K for the
fiscal year 2014.  For guidance, refer to Question 1 17.05  of our Regulation S -K
Compliance and Disclosure Interpretations.

Mark Meller
SilverSun Technologies, Inc.
February 27 , 2015
Page 2

Exhibit 5.1

4. We note your response to prior comment 8 and the revisions to your legal opinion.
Please revise to concisely define the warrants being of fered  in the registration statement .
Ensure that your opinion addresses both the placement agent  warrants and the warrants
that are offered to the public.

You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447, or in his absence, me at
(202) 551 -3462, with any questions.  If you require further assistance, please contact Barbara C.
Jacobs, Assistant Director, a t (202) 551 -3730.

Sincerely,

/s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc:  Via-Email
Joseph M. Lucosky, Esq.
Lucosky Brookman LLP

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SIVERSUN TECHNOLOGIES, INC.

5 REGENT STREET

LIVINGSTON, NEW JERSEY
07039

February 27, 2015

VIA ELECTRONIC MAIL

Mark P. Shuman

Branch Chief – Legal

United States Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    SilverSun Technologies, Inc.

    Amendment No. 3 to Registration
    Statement on Form S-1

    Filed February 18, 2014

    File No. 333-200726

Dear Mr. Shuman:

By letter dated February 25, 2015,
the staff (the “Staff,” “you” or “your”) of the U.S. Securities &
Exchange Commission (the “Commission”) provided SilverSun Technologies, Inc. (the “Company,”
“we,” “us” or “our”) with its comments to the Company’s Amendment
No. 3 to Registration Statement on Form S-1 filed February 18, 2015. We are in receipt of your letter and set forth below are
the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by
the Company’s responses.

Cover Page

 1. Please revise to
                                         clearly and concisely explain the terms upon which the securities will be offered. In
                                         this regard, it is unclear whether an investor’s decision to purchase stock is
                                         linked to an investor’s decision to purchase warrants. If the proportions are fixed,
                                         state the terms. For example, if an investor must purchase two shares of common stock
                                         to purchase a warrant, please so indicate. Corresponding revisions should be made in
                                         The Offering section on page 6.

RESPONSE: We have revised our disclosure accordingly.

 2. We note your disclosure
                                         that the offering will close no later than 15 business days following the effectiveness
                                         of the registration statement. However, the placement agency agreement provides that
                                         the closing date may be on such date as may be agreed upon in writing by the company
                                         and Alexander Capital, L.P. Please ensure that the cover page disclosure as well as the
                                         plan of distribution section accurately describe the term of the offering. Please provide
                                         us with a legal analysis supporting your apparent belief that this offering is not subject
                                         to Securities Act Rule 415. Refer to Securities Act Rule 415(a)(1)(ix).

RESPONSE: We have revised
the Placement Agency Agreement to reflect that the offering may close no later than 15 business days following the effectiveness
of the registration statement. Thus, the securities are not being offered on a delayed or continuous basis and should not be subject
to Securities Act Rule 415.

Prospectus Summary, page 1

 3. Please state that
                                         all share and per share amounts in the prospectus give retroactive effect to the 1-for-30
                                         reverse stock split that became effective on February 4, 2015.

RESPONSE: We have revised our disclosure accordingly.

Capitalization, page 17

 4. Financial statements
                                         which purport to give effect to the receipt and application of any part of the proceeds
                                         from the sales of securities for cash are not permitted in the context of a best efforts
                                         offering. Please revise the capitalization table to remove the pro forma as adjusted
                                         column. Refer to Securities Act Rule 170.

RESPONSE: We have revised our disclosure accordingly.

Description of Securities

Preferred Stock

Series B Preferred Stock, page 45

 5. You state that the
                                         Series B Preferred Stock has certain rights, privileges, preferences and restrictions
                                         set forth in the certificate of designation. Please revise to include a materially complete
                                         description of the terms of the Series B Preferred Stock. In this regard, Section IV
                                         of the certificate of designation for the Series B Preferred Stock indicates the Series
                                         B Preferred Stock may have a liquidation preference.

RESPONSE: Section III of
the Series B Preferred Stock certificate of designation correctly states that the Series B Preferred does not have a liquidation
preference although Section IV of the certificate of designation incorrectly ranks the Series B Preferred Stock as senior to other
classes of the Company’s capital stock “as to distribution of assets upon liquidation, dissolution or winding up”.
However, the Series B Preferred Stock is not convertible into any class of the Company’s capital stock, and has no economic
value. In addition, upon closing of the Offering, Mr. Meller will be cancelling his one (1) share of Series B Preferred Stock
and the Company will concurrently cancel the Series B Preferred Stock altogether.

    2

Listing, page 49

 6. Your disclosure
                                         that the reverse stock split was effected on February 13, 2015 is inconsistent with your
                                         disclosure elsewhere in the document that states the reverse stock split was effected
                                         on February 4, 2015.

RESPONSE: We have revised our disclosure accordingly.

Consolidated Financial Statements

General

 7. Your most recent
                                         financial statements are for the unaudited period ended September 30, 2014. Please tell
                                         us whether audited financial statements for the fiscal year ended December 31, 2014 are
                                         available. If such financial statements are not available, provide quantitative and qualitative
                                         support that you reasonably and in good faith expect to report income from continuing
                                         operations before taxes for 2014. Refer to Rule 8-08(b) of Regulation S-X.

RESPONSE: Audited financial statement for the
fiscal year ended December 31, 2014 are not available. Through September 30, 2014 the Company on a consolidated basis had revenue
of $16,266,000, or on average $5,422,000 per quarter. For the same period, on a consolidated basis the Company had income from
operations of $756,000, an average of $252,000 per quarter. We expect the fourth quarter of 2014 to generate comparable revenue
to the first three quarters of 2014, with an expectation of a loss in the quarter ending December 31, 2014, due to the timing
of an annual customer conference and the increase in personnel attributable to the expansion of the business. With the expected
fourth quarter loss, the Company on a consolidated basis is projecting income from operations for the fiscal year ending December
31, 2014 in excess of $335,000.

Exhibit 5.1

 8. Please revise to
                                         include an opinion that the warrants being registered are the binding obligation of the
                                         registrant under the laws of the State of New York. Refer to Section II.B.1.f of Staff
                                         Legal Bulletin No. 19.

RESPONSE: Our counsel has revised their opinion
accordingly.

Thank you for your assistance in reviewing this filing.

Sincerely,

    /s/
    Mark Meller

    Mark Meller

    Chief Executive
    Officer

    SilverSun Technologies,
    Inc.

3

February 25, 2015

Via E -Mail
Mark Meller
Chief Executive Officer
SilverSun Technologies, Inc.
5 Regent Street
Livingston, NJ 07039

Re:  SilverSun Technologies, Inc.
Amendment No. 3 to Registration Statement on Form S -1
Filed February 18 , 2014
File No. 333-200726

Dear Mr. Meller :

Although we previously advised you in our letter dated December 17, 2014 that we have
not and will not review your filing, the addition of warrants to purchase common stock to your
offering has prompted us to revise the review level for this filing.  We ha ve limited our review of
your registration statement to those issues we have addressed in our comments.  In our comments
below, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by ame nding your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Cover Page

1. Please revise to clearly and concisely explain the terms upon which the securities will be
offered.  In this regard, it is unclear whether  an investor’s decision to purchase stock is
linked to an investor’s decision to purchase warrants.  If the proportions are fixed, state
the terms.  For example, if an investor must purchase two shares of common stock to
purchase a warrant , please so indicate.  Corresponding revisions should be made in The
Offering section on page 6.

2. We note your disclosure that the offering will close no later than 15 business days
following the effectiveness of the registration statement .  However, the placement agency
agreement provides that the closing date may be on such date as may be agreed upon in

Mark Meller
SilverSun Technologies, Inc.
February 25, 2015
Page 2

 writing by the company and Alexander Capital, L.P.  Please ensure that the cover page
disclosure as well as the plan of distribution section accurately describe the term of the
offering.   Please provide us with a legal analysis supporting your apparent belief that this
offering is not subject to Securities Act Rule 415.  Refer to Securities Act Rule
415(a)(1)(ix).

Prospectus Summary, page 1

3. Please state that all share and per share amounts in th e prospectus give  retroactive  effect
to the 1 -for-30 reverse stock split that became effective on February 4, 2015.

Capitalization, page 17

4. Financial statements which purport to give effect to the  receipt and application of any
part of the proceeds from the sales of securities for cash are not permitted in the context
of a best efforts offering.  Please revise the capitalization table to remove the pro forma
as adjusted column.  Refer to Securities  Act Rule 170.

Description of Securities

Preferred Stock

Series B Preferred Stock, page 45

5. You state that the Series B Preferred Stock has certain rights, privileges, preferences and
restrictions set forth in the certificate of designation.  Please revise to include a materially
complete description of the terms of the Series B Preferred Stock.  In this regard, Section
IV of the certificate of designation for the Series B Preferred Stock indicates the Series B
Preferred Stock may  have a liquidation preference.

Listing, page 49

6. Your disclosure that the reverse stock split was effected  on February 13, 2015 is
inconsistent with your disclosure elsewhere in the document that states the reverse stock
split was effected on February 4, 2015.

Consolidated Financial Statements

General

7. Your most recent  financial statements  are for the  unaudi ted period ended September 30,
2014.  Please tell us whether audited financial statements for the fiscal year ended
December 31, 2014 are available.  If such financial statements are not available, provide
quantitative and qualitative support that you reas onably and in good faith expect to report

Mark Meller
SilverSun Technologies, Inc.
February 25, 2015
Page 3

 income from continuing operations before taxes  for 2014 .  Refer to Rule 8 -08(b) of
Regulation S -X.

Exhibit 5.1

8. Please revise to include an opinion that the warrants being registered are the binding
obligation of the registrant under the law s of the State of New York.  Refer to Section
II.B.1.f of Staff Legal Bulletin No. 19.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes  the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or  the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for accelerat ion.  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and  the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Mark Meller
SilverSun Technologies, Inc.
February 25, 2015
Page 4

 You may contact Jeff Kauten, Attorney -Advisor , at (202) 551 -3447, or in his absence, me at
(202) 551 -3462, with any questions.  If you require further assistance, please contact Barbara C.
Jacobs, Assistant Director, at (202) 551-3730.

Sincerely,

/s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc:  Via-Email
Joseph M. Lucosky, Esq.
Lucosky Brookman LLP

CORRESP
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SILVERSUN
TECHNOLOGIES, inc.

5
REGENT STREET, SUITE 520

LIVINGSTON,
NJ 07039

February
25, 2015

Mark. P. Shuman

Branch Chief - Legal

U.S. Securities & Exchange
Commission

Division of Corporation Finance

100
F Street, N.E.

Washington, D.C. 20549

Re:	SilverSun
Technologies, Inc.

	       Withdrawal
of Acceleration Request

       Registration
Statement
on Form
S-1

       File
No. 333-200726

Dear
Mr. Shuman:

Reference is made to our letter,
filed as correspondence via EDGAR on February 24, 2015, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement, as amended, for Thursday, February 26, 2015 at 5:15 p.m. EST, in accordance with Rule 461 under the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we
hereby formally withdraw our request for acceleration of the effective date.

Very Truly Yours,

/s/ Mark Meller

Mark Meller

Chief Executive Officer

SilverSun Technologies, Inc.

CORRESP
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SILVERSUN
TECHNOLOGIES, inc.

5
REGENT STREET, SUITE 520

LIVINGSTON,
NJ 07039

February
24, 2015

Mark. P. Shuman

Branch Chief - Legal

U.S. Securities & Exchange
Commission

Division of Corporation Finance

100
F Street, N.E.

Washington, D.C. 20549

Re:  SilverSun Technologies, Inc.

    Registration
                                         Statement
                                         on Form
                                         S-1,
                                         as amended

    Filed
                                         on December 4, 2014

    File
                                         No. 333-200726

Dear
Mr. Shuman:

SilverSun Technologies, Inc. (the “Company”)
respectfully requests, pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), that the U.S.
Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement on
Form S-1 filed on December 4, 2014, and all amendments thereto (the “Registration Statement”), so that it may become
effective at 5:15 p.m. Eastern Standard Time on February 26, 2015 or as soon thereafter as practicable. The Company would also
appreciate telephone notice of such effectiveness to Joseph Lucosky at (732) 395-4402.

In connection with the Company’s
request for acceleration of effectiveness of the Registration Statement, the Company acknowledges the following:

 (1) Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 (2) The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

 (3) The Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Very Truly Yours,

    /s/ Mark Meller

    Mark Meller

    Chief Executive Officer

    SilverSun Technologies, Inc.

CORRESP
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SILVERSUN
TECHNOLOGIES, inc.

5
REGENT STREET, SUITE 520

LIVINGSTON,
NJ 07039

February
11, 2015

Mark. P. Shuman

Branch Chief - Legal

U.S. Securities & Exchange
Commission

Division of Corporation Finance

100
F Street, N.E.

Washington, D.C. 20549

    Re:

        SilverSun
        Technologies, Inc.

        Withdrawal
        of Acceleration Request

        Registration
        Statement
        on Form
        S-1

        File
        No. 333-200726

Dear
Mr. Shuman:

Reference is made to our
letter, filed as correspondence via EDGAR on February 9, 2015, in which we requested the acceleration of the effective date of
the above-referenced Registration Statement, as amended, for Wednesday, February 11, 2015 at 4:00 p.m. EST, in accordance with
Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared
effective at this time and we hereby formally withdraw our request for acceleration of the effective date. The Company expects
to file a new acceleration request in the future with a future requested effective date for the Registration Statement.

Very Truly Yours,

/s/ Mark Meller

Mark Meller

Chief Executive Officer

SilverSun Technologies, Inc.

CORRESP
1
filename1.htm

SILVERSUN
TECHNOLOGIES, inc.

5
REGENT STREET, SUITE 520

LIVINGSTON,
NJ 07039

February
9, 2015

Via
E-mail

Mark.
P. Shuman

Branch
Chief - Legal

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re:  SilverSun
                                         Technologies, Inc.

                                         Registration Statement on Form S-1

                                         File No. 333-200726

Dear
Mr. Shuman:

SilverSun
Technologies, Inc. (the “Company”) respectfully requests, pursuant to Rule 461 under the Securities Act of 1933, as
amended (the “Act”), that the U.S. Securities and Exchange Commission (the “Commission”) accelerate the
effective date of the Registration Statement on Form S-1 filed on December 4, 2014, and all amendments thereto (the “Registration
Statement”) so that it may become effective at 4:00 p.m. Eastern Standard Time on February 11, 2015 or as soon thereafter
as practicable. The Company would also appreciate telephone notice of such effectiveness to Joseph Lucosky at (732) 395-4402.

In
connection with the Company’s request for acceleration of effectiveness of the Registration Statement, the Company acknowledges
the following:

 (1) Should
                                         the Commission or the staff, acting pursuant to delegated authority, declare the filing
                                         effective, it does not foreclose the Commission from taking any action with respect to
                                         the filing;

 (2) The
                                         action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                         the filing effective, does not relieve the Company from its full responsibility for the
                                         adequacy and accuracy of the disclosure in the filing; and

 (3) The
                                         Company may not assert staff comments and the declaration of effectiveness as a defense
                                         in any proceeding initiated by the Commission or any person under the federal securities
                                         law of the United States.

Very
Truly Yours,

/s/
Mark Meller

Mark
Meller

Chief
Executive Officer

SilverSun
Technologies, Inc.

September 23, 2010
 Mark Meller Chief Executive Officer 5 Regent Street Livingston, New Jersey 09039
Re: Trey Resources, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 31, 2010 File No. 000-50302

Dear Mr. Meller:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time on the specific issues raised.
        S i n c e r e l y ,           Stephen Krikorian
Accounting Branch Chief

CORRESP
1
filename1.htm

    trey-corresp091610.htm

September 16, 2010

Securities and Exchange Commission

Division of Corporate Finance

100 F Street

Washington, DC 20549-6010

Attention: Mr. Stephen Krikorian

Re:

Trey Resources, Inc.

Form 10-K for the Year ended December 31, 2009

File No. 333-120490

Dear Mr. Krikorian:

We reviewed your comment carefully, and have set forth below our response to your September 2, 2010 letter.

Form 10-K for the Year Ended December 31, 2009

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm, page F-4

1. We note that your Form 10-K contains a copy of the previously issued report of your predecessor auditor Bagell, Josephs Levine & Company, (“Bagell”) and that Bagell has not reissued their report. The inclusion of a copy of a report in this manner does not comply with Rule 2-02 of Regulation S-X. Accordingly, the company should either:

·

Request that Bagell provide the company with a report that complies with Rule 2-02 of Regulation S-X and that the company file an amendment to Form 10-K with that revised report, or

·

Obtain a report on the financial statements for the period audited by Bagell from a new firm that is registered with the PCAOB. In this situation, as soon as possible, the Company should file an amendment to Form 10-K to label the financial statements as unaudited and hire a new accounting firm. Upon completion of the audit, the Company would need to file another amendment to Form 10-K to file the appropriate report.

The Company will file an amendment to Form 10-K with the report that complies with Rule 2-02.

In connection with responding to our comments, please provide, in writing, a statement from the Company acknowledging that:

•           The company is responsible for the adequacy and accuracy of the disclosure in the filings;

•           Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•           The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosures in its filings.

The Company further acknowledges that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing.

The Company will not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States unless the staff comments support a defense of good faith or reasonableness on the part of the Company.

We appreciate your comments and look forward to any response you may have to our letter. I, of course, would be glad to discuss any of our responses above by telephone.

Sincerely,

/s/ Mark Meller

Mark Meller

President, Chief Executive

Officer and Chief Financial Officer

September 2, 2010
 Mark Meller Chief Executive Officer 5 Regent Street Livingston, New Jersey 09039
Re: Trey Resources, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 31, 2010 File No. 000-50302

Dear Mr. Meller:
 We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2009

 Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm, page F-4

1. We note that your Form 10-K contains a copy of the previously issued report of your
predecessor auditor Bagell, Josephs Levine & Company, LLC (“Bagell”) and that Bagell
has not reissued their report.  The inclusion of a copy of a report in this manner does not
comply with Rule 2-02 of Regulation S-X.  Accordingly, the company should either:

• Request that Bagell provide the company w ith a report that complies with Rule 2-
02 of Regulation S-X and that the company file an amendment to Form 10-K with
the revised report, or

 Mark Meller Trey Resources, Inc. September 2, 2010 Page 2
• Obtain a report on the financial statemen ts for the period audited by Bagell from a
new firm that is registered with the PCAOB.   In this situation, as soon as possible,
the company should file an amendment to Form 10-K to label the financial
statements as unaudited and hire a new accounting firm.  Upon completion of the
audit, the Company would need to file another amendment to Form 10-K to file
the appropriate report.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comment, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Morgan Y oungwood at (202) 551-3479 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3730
with any other questions.
Sincerely,

Stephen Krikorian Accounting Branch Chief

September 21, 2007

Mail Stop 4561

Mr. Mark Meller
President
Trey Resources, Inc.
5 Regent Street, Suite 520
Livingston, NJ  07039

Re: Trey Resources, Inc.
Form 10-KSB for the year ended December 31, 2006
Forms 10-QSB for the quarters ended March 31 and June 30, 2007
File No. 000-50302

Dear Mr. Meller:

We have completed our review of your Form 10-KSB and related filings and do not, at
this time, have any further comments.

       S i n c e r e l y ,

Daniel L. Gordon
Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
September 17, 2007

Mr. Daniel L Gordon, Branch Chief
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549

            Re:  Trey Resources Inc.
                 Form 10KSB for the year ended December 31, 2006
                 Filed 4/9/07
                 File No. 000-50302

Dear Mr. Gordon;

We are in receipt of your comment letter dated August 17, 2007 in conjunction
with your review of Trey Resources Inc.'s consolidated financial statements and
related Management's Discussion and Analysis disclosures in its annual report on
Form 10-KSB. We have carefully considered your comments and respectfully offer
the following responses.

COMMENT

Revenue Recognition, page 15
----------------------------

1. We note your response to our comment. Please tell us how you determined that
it is appropriate to account for the resale of your software on a gross basis
and include this disclosure in future filings. It appears that you may be acting
as an agent since you do not carry inventory and generally do not place an order
with your supplier until a firm commitment and cash payment have been received
from your customer. Refer to EITF 99.19.

RESPONSE

The Company reiterates that it accounts for the resale of software on a gross
basis and relies on EITF 99-19 as the authoritative guidance as follows:

1.   The Company takes title to the product and the supplier has no obligation
     for services to the end user and the Company is responsible for fulfillment
     in its entirety.
2.   The Company has absolute latitude in establishing the sales price of both
     product and service.
3.   The Company is a Master Developer for certain of its products which gives
     it the rights and ability to physically change the software programming
     delivered to customers should the situation warrant it.

<PAGE>
4.   The Company has multiple suppliers of software components and has complete
     discretion on the selection of the component supplier. The Company does
     however, do a significant amount of its business with a primary supplier.
5.   While it is the Company's policy to get a deposit before delivery, there
     are occasions when the Company negotiates payment terms for the sale of the
     software and services and bears complete responsibility for collection.
6.   The Company incurs credit risk in that it cannot return the product to the
     supplier and is responsible for paying the supplier whether or not it
     collects from its customer.

The Company maintains limited inventory, however, in some instances, it
purchases inventory to be held in stock (normally at the end of the year to deal
with Companies trying to purchase software prior to the end of their calendar
year end).

COMMENT

Revenue Recognition, page 15
----------------------------

2. Please advise us and disclose in future filings how you allocate revenue from
multiple-element software arrangements between software component and the
professional services component. Refer to paragraphs 63-71 of SOP 97-2.

RESPONSE

For those sales that involve multi-element software arrangements, the Company
relies on SOP 97-2, particularly paragraphs 63-71 as the authoritative guidance.
As such, the Company offers the following:

1.   The Company provides services that are available from other vendors.
2.   The services provided by the Company do not carry a significant degree of
     risk or unique acceptance criteria.
3.   The Company is an experienced Master Developer for certain of its products
     which gives it the rights and ability to physically change the software
     programming delivered to customers should the situation warrant it.
4.   The Company primarily provides implementation services such as
     implementation planning, loading of software, training customer personnel,
     data conversion, building simple interfaces and running test data.
<PAGE>

As such, the Company separates the software component and the professional
services component into two distinct parts for purposes of determining revenue
recognition. In that situation where both components are present, software sales
revenue is recognized when the cash is received and the product is delivered,
and professional service revenue is recognized as the service time is incurred.
(Payment for professional services is due 50% in advance and is treated as a
customer deposit liability until such time as it is earned by virtue of actual
service time being incurred). The Company will disclose the above in future
filings.

If you have any questions please don't hesitate to contact the undersigned at
(973) 958-9555.

Sincerely,

/s/ Mark Meller

Mark Meller, President
Trey Resources Inc.

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

July 19, 2007

Mr. Daniel L Gordon, Branch Chief
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549

     Re:  Trey Resources Inc.
          Form 10KSB for the year ended December 31, 2006
          Filed 4/9/07
          File No. 000-50302

Dear Mr. Gordon;

We are in receipt of your comment letter dated May 29, 2007 in conjunction with
your review of Trey Resources Inc.'s consolidated financial statements and
related Management's Discussion and Analysis disclosures in its annual report on
Form 10-KSB. We have carefully considered your comments and respectfully offer
the following responses.

COMMENT

Revenue Recognition, page 15

Please elaborate upon your software revenue recognition policy in future filings
pursuant to paragraph 12 of APB 22. In supplemental response, please provide us
with the disclosure you will include in future filings and clarify how you
determined that policy complied with SAB 101. Specifically address how you
account for the resale of software when additional services are provided as
contemplated on page 5 of the Description of Business section and whether you
account for the re-sale of software on a gross or net basis.

RESPONSE

The Company accounts for the resale of software on a gross basis and does not
recognize revenue on the sale of the software until the cash has been received
from the customer and the product has been delivered. (It is the Company's
policy that payments for software sales are due in advance of ordering from the
software supplier). For those sales that involve additional services, the
Company separates the software component and the professional services component
into two distinct parts for purposes of determining revenue recognition. In that
situation where both components are present, software sales revenue is
recognized when the cash is received and the product is delivered, and
professional service revenue is recognized as the service time is incurred.
(Payment for professional services is due 50% in advance and is treated as a
customer deposit liability until such time as it is earned by virtue of actual
service time being incurred).

<PAGE>

The Company acknowledges that it is responsible for the adequacy and accuracy of
the disclosures in its filings; staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any
action with respect to the filings, and the Company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

It is anticipated that future filings will contain the following disclosure
which complies with SAB 101:

REVENUE RECOGNITION

"Revenue is recognized when persuasive evidence of an agreement exists, delivery
has occurred, the amount is fixed or determinable, and cash is received.

The Company recognizes revenues from consulting and support services as the
services are performed.

The assessment of collectibility is critical in determining whether revenue
should be recognized. As part of the revenue recognition process, we determine
whether trade receivables are reasonably assured of collection based on various
factors. Revenue and related costs are deferred if we are uncertain as to
whether the receivable can be collected. Revenue is deferred but costs are
recognized when we determine that the collection of the receivable is unlikely."

If you have any questions please don't hesitate to contact the undersigned at
(973) 958-9555.

Sincerely,

Mark Meller, President
Trey Resources Inc.

</TEXT>
</DOCUMENT>

May 29, 2007

Mail Stop 4561

Mr. Mark Meller
President
Trey Resources, Inc.
5 Regent Street, Suite 520
Livingston, NJ  07039

Re: Trey Resources, Inc.
  Form 10-KSB for the ye ar ended Decem ber 31, 2006
Filed 4/9/07
File No. 000-50302

Dear Mr. Meller:

We have reviewed your filing and have the following comment.  Where indicated,
we think you should revise your document in response to this comment in future filings.
If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In
our comment, we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Notes to Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies

Revenue Recognition, page 15

1. Please elaborate upon your revenue recognition policy in future filings pursuant to
paragraph 12 of APB 22.  In a supplemen tal response, please pr ovide us with the
disclosure you will include in future filings and clarify how you determined that the policy complied with SAB 101.  Speci fically address how you account for the

Mr. Mark Meller
Trey Resources, Inc.
May 29, 2007 Page 2
resale of software when additional servi ces are provided as contemplated on page
5 of the Description of Business section and whether you account for the re-sale of software on a gross or net basis.

*    *    *    *

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please submit a response letter on EDGAR
that keys your response to our comment and provides any requested information.
Detailed response letters greatly  facilitate our review.  Please understand that we may
have additional comments after revi ewing your response to our comment.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Kristi Ma rrone at (202) 551-3429 or me at (202) 551-3486 if
you have questions.

      S i n c e r e l y ,

Daniel L. Gordon
Branch Chief

CORRESP
1
filename1.htm

      Correspondence

    Trey
      Resources, Inc.

    5
      Regent
      Street, Suite 520

    Livingston,
      New Jersey 07039

                        December
      12,
      2006

    VIA
      EDGAR and FACSIMILE

    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.

        Registration
      Statement on Form SB-2

        SEC
      File
      No. 333-133924

    Ladies
      and Gentlemen:

    On
      behalf
      of Trey Resources, Inc. (the “Company”),
      the
      undersigned hereby respectfully requests, pursuant to Rule 461 under the
      Securities Act of 1933, that the effective date of the above-captioned
      Registration Statement be accelerated to 9:30 a.m., New York City time, on
      December 13, 2006, or as soon as practicable thereafter.

    The
      undersigned, on behalf of the Company, hereby acknowledges that:

              •

              should
                the Commission or the staff, acting pursuant to delegated authority,
                declare the filing effective, it does not foreclose the Commission
                from
                taking any action with respect to the
                filing;

              •

              the
                action of the Commission or the staff, acting pursuant to delegated
                authority, in declaring the filing effective, does not relieve the
                Company
                from its full responsibility for the adequacy and accuracy of the
                disclosure of the filing; and

              •

              the
                Company may not assert the staff comments and the declaration of
                effectiveness as a defense in any proceeding initiated by the Commission
                or any person under the federal securities laws of the United
                States.

    We
      ask
      that Christopher S. Auguste (telephone 212-715-9265) be advised upon the
      Registration Statement becoming effective.

                Respectfully
      submitted,

                TREY
      RESOURCES,
      INC.

                By:
/s/
      Mark
      Meller

                Name:
      Mark
      Meller

      Title:   Chief Executive Officer

    cc:
      Christopher S. Auguste

CORRESP
1
filename1.htm

      Sub Filer Ccc

    Trey
      Resources, Inc.

    5
      Regent
      Street, Suite 520

    Livingston,
      New Jersey 07039

                    December
      4,
      2006

    VIA
      EDGAR and FACSIMILE

    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.

    Registration
      Statement on Form SB-2

    SEC
      File No. 333-133924

    Ladies
      and Gentlemen:

    On
      behalf
      of Trey Resources, Inc. (the “Company”),
      the
      undersigned hereby respectfully requests, pursuant to Rule 461 under the
      Securities Act of 1933, that the effective date of the above-captioned
      Registration Statement be accelerated to 9:30 a.m., New York City time, on
      December 6, 2006, or as soon as practicable thereafter.

    The
      undersigned, on behalf of the Company, hereby acknowledges that:

              •

              should
                the Commission or the staff, acting pursuant to delegated authority,
                declare the filing effective, it does not foreclose the Commission
                from
                taking any action with respect to the
                filing;

              •

              the
                action of the Commission or the staff, acting pursuant to delegated
                authority, in declaring the filing effective, does not relieve the
                Company
                from its full responsibility for the adequacy and accuracy of the
                disclosure of the filing; and

              •

              the
                Company may not assert the staff comments and the declaration of
                effectiveness as a defense in any proceeding initiated by the Commission
                or any person under the federal securities laws of the United
                States.

    We
      ask
      that Christopher S. Auguste (telephone 212-715-9265) be advised upon the
      Registration Statement becoming effective.

                    Respectfully
      submitted,

                    TREY
      RESOURCES,
      INC.

                    By: /s/
      Mark
      Meller

      Name: Mark Meller

      Title:   Chief Executive Officer

    cc:
      Christopher S. Auguste

Mail Stop 4561

      August 16, 2006

Mark Meller
Chief Executive Officer
Trey Resources, Inc.
5 Regent Street, Suite 520
Livingston, NJ  07039

Re: Trey Resources, Inc.
 Amendment No. 2 to Registration Statement on Form SB-2
Filed August 4, 2006
File No. 333-133924

Dear Mr. Meller:

We have conducted a limited review of your filing and have the following comments.
Where indicated, we think you should revise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We refer to your response to comment no. 2 in your letter dated July 7, 2006.  We also note your revised disclosure that the promissory notes were required to be repaid out of the net proceeds received by you pursuant to advances under the equity line of credit agreement.  We further note section 1 of the May 4, 2004 note and the August 30, 2004 note, which states that Cornell “may at its sole discretion transfer to their account from escrow such shares of the Company’s Common Stock as required by each Advance Notice and retain and apply of the net proceeds of each Advance (after deducting any fees owed to [Cornell] under the terms of th e Equity Line of Credit Agreement) to the
outstanding balance of this Note as existing from time to time.”  In addition, the “Entire Agreement” section in each of the notes refers to the Note, the Irrevocable Transfer

Mark Meller
Trey Resources, Inc.
August 16, 2006 Page 2
Agent Instructions, the Equity Line of Credit Agreement and the exhibits as setting forth the entire understanding of the parties.  As the notes appear to be part of a single series of transactions involving the equity line and, pursuant to the notes, the company did not appear to have the ‘put’ right solely within its control, please explain to us how issuing the notes, using the proceeds from the equity line to repay the notes and then 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 .

2. We note your response to prior comment 2 and the revised disclosure.  In particular, we note that Cornell retained 6% of each advance on the promissory notes.  Please expand your disclosure to state, if true, that this amount was in addition to the commitment and structuring fees paid to Yorkville Advisors.  In addition, please provide the total amount of all fees, including any retained amounts by Cornell or Yorkville Advisors, associated with the promissory notes.

3. We note your response to prior comment 3 that the issuance of the promissory notes to Cornell was a more efficient way of funding your operations and that your cash needs exceeded the maximum amount that could be drawn down under the equity line agreement.  Please expand your disclosure to state for each promissory note how the proceeds were used.

4. With respect to the promissory notes submitted supplementally, the notes do not appear to have been executed and certain notes contain blanks.  Please provide an executed copy of each promissory note.

*  *  *  *

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Mark Meller
Trey Resources, Inc.
August 16, 2006 Page 3

We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

Please contact Jennifer Gowetski at 202- 551-3401 or me at 202-551-3495 with any other
questions.

 Sincerely,

 Elaine Wolff
 Branch Chief

cc: Scott S. Rosenblum, Esq. ( via facsimile )
 Kramer Levin Naftalis & Frankel LLP

CORRESP
1
filename1.htm

      Correspondence

    Trey
      Resources, Inc.

    5
      Regent
      Street, Suite 520

    Livingston,
      New Jersey 07039

                            August
      7,
      2006

    VIA
      EDGAR and FACSIMILE

    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.

       Registration
      Statement on Form SB-2

       SEC
      File No.
      333-133924

    Ladies
      and Gentlemen:

    On
      behalf
      of Trey Resources, Inc. (the “Company”),
      the
      undersigned hereby respectfully requests, pursuant to Rule 461 under the
      Securities Act of 1933, that the effective date of the above-captioned
      Registration Statement be accelerated to 9:30 a.m., New York City time, on
      August 9, 2006, or as soon as practicable thereafter.

    The
      undersigned, on behalf of the Company, hereby acknowledges that:

              •

              should
                the Commission or the staff, acting pursuant to delegated authority,
                declare the filing effective, it does not foreclose the Commission
                from
                taking any action with respect to the
                filing;

              •

              the
                action of the Commission or the staff, acting pursuant to delegated
                authority, in declaring the filing effective, does not relieve the
                Company
                from its full responsibility for the adequacy and accuracy of the
                disclosure of the filing; and

              •

              the
                Company may not assert the staff comments and the declaration of
                effectiveness as a defense in any proceeding initiated by the Commission
                or any person under the federal securities laws of the United
                States.

    We
      ask
      that Christopher S. Auguste (telephone 212-715-9265) be advised upon the
      Registration Statement becoming effective.

                Respectfully
      submitted,

                TREY
      RESOURCES,
      INC.

                By:
/s/
      Mark
      Meller

Name:
      Mark Meller

                  Title:
      Chief Executive
      Officer

    cc:
      Christopher S. Auguste

CORRESP
1
filename1.htm

      Correspondence

David
        J. Levine

        ASSOCIATE

        PHONE 212-715-9121

FAX
        212-715-8000

        DJLEVINE@KRAMERLEVIN.com

            August
      4,
      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. 2 to Registration Statement on Form
                SB-2

    Filed
      August 4, 2006

    File
      No. 333-133924

    Dear
      Ms.
      Wolff:

    On
      behalf
      of Trey
      Resources, Inc. (“we” or the “Company”),
      we respond as follows to the Staff’s comment letter dated July 28, 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. 2 to the
      registration statement (“Amendment No. 2” or the “prospectus”), a copy of which
      has been marked against the changes from Amendment No. 1 to the registration
      statement filed on July 7, 2006. We are also delivering three (3) courtesy
      copies of such marked Amendment No. 2 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.

              Please
                file a marked copy of Amendment No. 1 on Edgar. In addition, please
                file a
                marked copy of any future amendments.

    We
      have
      filed a marked copy of Amendment No. 1 on Edgar and will file marked copies
      of
      any future amendments.

            2.

              We
                note your response to prior comment 1 and the revised disclosure
                that you
                used the proceeds from advances under the equity line to repay outstanding
                principal and interest on promissory notes previously issued to Cornell
                in
                the aggregate
                principal

    Ms.
      Elaine Wolff

    August
      4,
      2006

    Page
      2

      amount
        of $2,700,000. Please expand your disclosure in the summary and throughout
        the
        prospectus to state the date each promissory note was issued, the date funds
        were received from Cornell under each of the promissory notes and the amounts
        received, and the date each payment was made by Cornell under the equity
        line.
        In addition, please disclose the material terms of each promissory note,
        including any associated fees. In this regard, we note the disclosure on
        page 2
        that Cornell retained 6% of each advance on the promissory
        note.

    We
      have
      expanded our disclosure in the summary and throughout the prospectus to state
      the date each promissory note was issued, the date funds were received from
      Cornell under each of the promissory notes and the amounts received. In
      addition, we disclosed the material terms of each promissory note, including
      any
      associated fees.

            3.

              Please
                revise to explain why the company issued promissory notes to Cornell
                in
                light of its ability to receive further funds under the equity line
                and
                discuss the relationship between the promissory notes and the equity
                line.
                In this connection please provide us with a copy of each of the promissory
                notes.

    We
      have
      revised our disclosure to explain why the Company issued promissory notes to
      Cornell in light of its ability to receive further funds under the equity line
      and to discuss the relationship between the promissory notes and the equity
      line. Enclosed are copies of each of the promissory notes issued to
      Cornell.

            4.

              Please
                expand your disclosure to discuss and explain to investors the relevance
                of the “going concern” opinion issued by your
                auditors.

    We
      have
      expanded our disclosure to discuss and explain the “going concern” opinion
      issued by our auditors in the Prospectus Summary and Management’s Discussion and
      Analysis.

    Selling
      Stockholder, page 14

            5.

              We
                note your response to prior comment no. 7 and the omitted disclosure.
                As
                these promissory notes appear to be related to the equity line, we
                do not
                agree with your statement that the disclosure is not relevant to
                this
                offering. Please revise to include this disclosure and include the
                date
                issued and the amount of each promissory note. In addition, we note
                your
                statement that 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 for convertible debentures. Please
                explain
                to us the basis for your statement. It appears that these promissory
                notes
                were part of a series of notes issued by the company to Cornell in
                connection with the equity line and these notes appear to be
                distinguishable from the notes exchanged for convertible debentures
                solely
                by the fact that these notes were
                repaid.

      Ms.
        Elaine Wolff

      August
        4,
        2006

      Page
        3

    We
      have
      revised this section to include the disclosure relating to these promissory
      notes and included the date issued and the amount of each promissory note.
      We
      have revised the prospectus to disclose that these promissory notes were part
      of
      a series of notes issued by the Company to Cornell in connection with the equity
      line and these notes are distinguishable from the notes exchanged for
      convertible debentures solely by the fact that these notes were repaid. There
      is
      no other basis in which to distinguish these notes from the notes exchanged
      for
      convertible debentures.

    Management’s
      Discussion and Analysis, page 27

            6.

              We
                note your response to prior comment 9 that you have changed the disclosure
                to “reference a single equity line credit agreement.” Please explain
                whether the agreement was amended, the date of such amendment and
                the
                terms of the
                amendment.

      The
        copies of the equity line agreement filed with the Commission on October
        10,
        2003 and November 11, 2003 were not the final versions of the agreement and
        were
        inadvertently filed by the Company with the Form SB-2 filings. On December
        22,
        2003, the Company filed the final version of the equity line agreement which
        contained all of the final terms. The equity line of credit agreement was
        not
        amended at any time.

    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
      J. Levine

    cc:   Mark
      Meller

        Scott
      S.
      Rosenblum, Esq.

CORRESP
1
filename1.htm

      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