UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one): oForm 10-K   oForm 20-F   oForm 11-K  xForm 10-Q   oForm N-SAR   oForm N-CSR

For Period Ended:  March 31, 2009

oTransition Report on Form 10-K

oTransition Report on Form 20-F

oTransition Report on Form 11-K

oTransition Report on Form 10-Q

oTransition Report on Form N-SAR

For the Transition Period Ended:     

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

Part I  Registrant Information

Full Name of Registrant:    Trey Resources, Inc.

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

Part II Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) 

(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

Part III Narrative

The Registrant has been unable to complete and file, when originally due, the Quarterly Report on Form 10-Q as a result of delays in finalizing the financial statements in time for the independent accountants to review the Quarterly Report.

Part IV  Other Information

(1) Name and telephone number of person to contact in regard to this notification

Lawrence A. Muenz	(202) 728-2909
(Name)	(Area Code) (Telephone Number)

(2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for shorter period that the registrant was required to file such report(s) been filed?  If the answer is no, identify report(s).   x Yes  o No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? x Yes o No

Revenues for the three months ended March 31, 2009 increased $138,893 (7.1%) to $2,088,783 as compared to $1,949,890 for the three months ended March 31, 2008. Net loss for the three months ended March 31, 2009 was $48,405 as compared to $195,751 for the three months ended March 31, 2008.

Trey Resources, Inc.

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date:    May 18, 2009	By:	/s/ Mark Meller
		Mark Meller
		President and Chief Executive Officer