8-K 1 form8-k_14124.txt FORM 8-K (DECEMBER 30, 2006) ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 30, 2005 _________________ TREY RESOURCES, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 000-50302 16-1633636 -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 5 REGENT STREET, SUITE 520 LIVINGSTON, NEW JERSEY 07039 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 973-422-9644 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Trey Resources, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") dated December 30, 2005 with Cornell Capital Partners, LP ("Cornell") wherein the Company agreed to sell and Cornell agreed to purchase up to Two Million Three Hundred Fifty Nine Thousand Forty Seven Dollars ($2,359,047) of secured convertible debentures. In conjunction with this Securities Purchase Agreement, the Company entered into: (i) an Amended Security Agreement pledging substantially all of the assets of the Company to secure the obligations under the secured convertible debentures and (ii) an Investors Registration Rights Agreement whereby the Company agreed to file a registration statement to register up to 1,474,404,375 Class A Common Stock shares that may be issued upon the conversion of the secured convertible debentures and 4 million shares of Class A Common Stock that may be issued upon conversion of warrants previously issued. See Item 2.03 below for details of this financing. ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. The Company and Cornell entered into a Termination Agreement wherein the Equity Line of Credit Agreement; the Registration Rights Agreement; the Escrow Agreement; and the Placement Agent Agreement, all of which are dated January 27, 2005 were terminated on December 30, 2005. SECTION 2 - FINANCIAL INFORMATION ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. Under the terms of the Securities Purchase Agreement between the Company and Cornell, the Company entered into financing of Two Million Three Hundred Fifty Nine Thousand Forty Seven Dollars ($2,359,047) in the form of secured convertible debentures with interest payable at the rate of 7.5% per annum. A portion of this financing was used to convert promissory notes and accrued interest therefrom equal to $1,159,047 into new secured convertible debentures and the balance was new financing in the form of secured convertible debentures equal to $600,000 with interest payable at the rate of 7.5% per annum to be issued and sold on the closing of this Securities Purchase Agreement and a second secured convertible debenture equal to $600,000 with interest payable at the rate of 7.5% per annum to be issued and sold two business days prior to the filing of the registration statement that will register the common stock shares issuable upon conversion of the secured convertible debentures. 2 SECTION 3 - SECURITIES AND TRADING MARKETS ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. Trey Resources, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") dated December 30, 2005 with Cornell Capital Partners, LP ("Cornell") wherein the Company agreed to sell and Cornell agreed to purchase up to Two Million Three Hundred Fifty Nine Thousand Forty Seven Dollars ($2,359,047) of secured convertible debentures ( the "Debentures"). The Debentures are convertible into the Class A Common Stock of the Company calculated by dividing the dollar value of the Debenture being converted by the conversion price in effect at the time equal to ninety percent (90%) of the lowest closing bid price of the Class A Common Stock during the thirty (30) days trading days immediately preceding the date of conversion, as quoted by Bloomberg, LP. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TREY RESOURCES, INC. By: /s/ Mark Meller ---------------------- Mark Meller President, Chief Executive Officer and Principal Accounting Officer Date: February 2, 2006 3