Exhibit 3.1
                                                                     -----------

                           THIRD AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              TREY RESOURCES, INC.


            TREY RESOURCES, INC. (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "General Corporation Law"), hereby certifies as follows:

            FIRST: The name of the Corporation is Trey Resources, Inc. A
Certificate of Incorporation of the Corporation originally was filed by the
Corporation with the Secretary of State of Delaware on October 3, 2002, under
the name of iVoice Acquisition 1, Inc. A Certificate of Amendment to the
Certificate of Incorporation was filed by the Corporation with the Secretary of
the State of Delaware on April 24, 2003 under the name of Trey Industries, Inc.
A second Certificate of Amendment to the Certificate of Incorporation was filed
by the Corporation with the Secretary of State of Delaware on September 5, 2003
(collectively, the "Certificate of Incorporation").

            SECOND: This Third Amended and Restated Certificate of Incorporation
restates and integrates and further amends the Restated Certificate of
Incorporation of the Corporation, was duly adopted in accordance with the
provisions of Sections 242 and 245 of the Delaware General Corporation Law, and
was approved by written consent of the stockholders of the Corporation given in
accordance with the provisions of Section 228 of the Delaware General
Corporation Law (prompt notice of such action having been given to those
stockholders who did not consent in writing).

            THIRD: The text of the Certificate of Incorporation of the
Corporation is hereby restated and amended to read in its entirety as follows:


                                    ARTICLE I
                                    ---------
                                      Name
                                      ----

            The name of the corporation is Trey Resources, Inc.


                                   ARTICLE II
                                   ----------
                                     Purpose
                                     -------

            The Corporation is organized to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware.
<PAGE>

                                   ARTICLE III
                                   -----------
                                  Capital Stock
                                  -------------


            Authorization. The Corporation shall have authority to issue
10,000,000,000 shares of Class A Common Stock, par value $0.00001 per share
("Class A Common Stock"), 50,000,000 shares of Class B Common Stock, par value
$0.00001 per share ("Class B Common Stock"), 20,000,000 shares of Class C Common
Stock, par value $0.00001 per share ("Class C Common Stock"), and 1,000,000
shares of preferred stock, par value of $1.00 per share (Preferred Stock).

                          PART A. CLASS A COMMON STOCK
                          ----------------------------
            With respect to all matters upon which stockholders are entitled to
vote or to which stockholders are entitled to give consent, the holders of the
outstanding shares of Class A Common Stock shall be entitled on each matter to
cast one (1) vote in person or by proxy for each share of the Class A Common
Stock standing in his, her or its name without regard to class, except as to
those matters on which separate class voting is required by applicable law.
Holders of Class A Common Stock have no preemptive, subscription, conversion, or
redemption rights. Upon liquidation, dissolution or winding-up, the holders of
Class A Common Stock are entitled to receive net assets pro rata. Each holder of
Class A Common Stock is entitled to receive ratably any dividends declared by
the Board of directors out of funds legally available for the payment of
dividends.

                          PART B. CLASS B COMMON STOCK
                          ----------------------------
            Each holder of Class B Common Stock shall have the right to convert
each share of Class B Common Stock into the number of Class A Common Stock
calculated by dividing the number of Class B Common Stock being converted by
fifty percent (50%) of the lowest price that the Company had ever issued its
Class A Common Stock. Every holder of the outstanding shares of the Class B
Common Stock shall be entitled on each matter to cast the number of votes equal
to 100 Shares of Class A Common Stock. With respect to all matters upon which
shareholders are entitled to vote or to which shareholders are entitled to give
consent, the holders of the outstanding shares of Class B Common Stock shall
vote together with Class A Common Stock without regard to class, except as to
those matters on which separate class voting is required by applicable law.
There shall be no cumulative voting by shareholders. Each holder of Class B
Common Stock shall receive dividends or other distributions, as declared, equal
to the dividends declared on such number of shares of Class A Common Stock that
would be issued upon the conversion of the Class B Common Stock, had all of the
outstanding Class B Common Stock been converted on the record date established
for the purposes distributing any dividend or other shareholder distribution.


                          PART C. CLASS C COMMON STOCK
                          ----------------------------
            With respect to all matters upon which stockholders are entitled to
vote or to which stockholders are entitled to give consent, the holders of the
outstanding shares of Class C Common Stock shall be entitled on each matter to
cast one (1) vote in person or by

                                       2
<PAGE>

proxy for each 1,000 shares of the Class C Common Stock standing in his, her or
its name without regard to class, except as to those matters on which separate
class voting is required by applicable law. Holders of Class C Common Stock have
no preemptive, subscription, conversion, or redemption rights. Upon the
liquidation, dissolution or winding-up of the Corporation, the holders of Class
C Common Stock are not entitled to receive net assets pro rata. Each holder of
Class C Common Stock is not entitled to receive ratably any dividends declared
by the Board of directors out of funds legally available for the payment of
dividends.

                             PART D. PREFERRED STOCK
                             -----------------------
            The Corporation's board of directors are authorized (by resolution
and by filing an amendment to this Certificate of Incorporation and subject to
limitations prescribed by the General Corporation Law) to issue, from to time,
shares of Preferred Stock in one or more series, to establish from time to time
the number of shares to be included in each series, and to fix the designation,
powers, preferences and other rights of the shares of each such series and to
fix the qualifications, limitations and restrictions thereon, including, but
without limiting the generality of the foregoing, the following:

                  (1) the number of shares constituting that series and the
distinctive designation of that series;

                  (2) the dividend rate on the shares of that series, whether
dividends are cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;

                  (3) whether that series has voting rights, in addition to
voting rights provided by law, and, if so, the terms of those voting rights;

                  (4) whether that series has conversion privileges, and, if so,
the terms and conditions of conversion, including provisions for adjusting the
conversion rate in such events as the board of directors determines;

                  (5) whether or not the shares of that series are redeemable,
and, if so, the terms and conditions of redemption, including the dates upon or
after which they are redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at different
redemption dates;

                  (6) whether that series has a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and amount of that
sinking fund;

                  (7) the rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of that series; and

                  (8) any other relative powers, preferences and rights of that
series, and qualifications, limitations or restrictions on that series.

                                       3
<PAGE>

            Upon the liquidation, dissolution, or winding-up of the Corporation,
whether voluntarily or involuntarily, the holders of Preferred Stock of each
series shall be entitled to receive only that amount or those amounts as are
fixed by the certificate of designation or by resolution of the Board of
directors providing for the issuance of that series.


                                   ARTICLE IV
                                   ----------
                                Registered Agent
                                ----------------

            The address of the registered office of the Corporation in the State
of Delaware is 1220 N. Market Street, Suite 606, New Castle County, Wilmington,
DE 19801. The name of the registered agent of the Corporation at such address is
Registered Agents Legal Services, LLC.


                                    ARTICLE V
                                    ---------
                               Board of Directors
                               ------------------

            The Board of directors of the Corporation shall consist of at least
one director who shall serve as the entire Board of directors until the first
meeting of the shareholders of the Corporation, or until his/her successor or
successors are elected and qualified.


                                   ARTICLE VI
                                   ----------
                                     By-laws
                                     -------

            In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of directors is expressly authorized to
adopt, amend or repeal the By-laws of the Corporation.


                                   ARTICLE VII
                                   -----------
                               Perpetual Existence
                               -------------------

            The Corporation is to have perpetual existence.



                                  ARTICLE VIII
                                  ------------
                             Amendments and Repeal
                             ---------------------

            Except as otherwise specifically provided in this Amended and
Restated Certificate of Incorporation, the Corporation reserves the right at any
time, and from time to time, to amend, alter, change or repeal any provision
contained in this Amended

                                       4
<PAGE>

and Restated Certificate of Incorporation, and to add or insert other provisions
authorized at such time by the laws of the State of Delaware, in the manner now
or hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Second Restated Certificate of Incorporation
in its present form or as hereafter amended are granted subject to the rights
reserved in this Article VIII.


                                   ARTICLE IX
                                   ----------
                             Limitation of Liability
                             -----------------------

            No director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of his or her fiduciary duty as
director; provided, however, that nothing contained in this Article IX shall
eliminate or limit the liability of a director: for any breach of the director's
duty of loyalty to the Corporation or its stockholders; for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law; under Section 174 of the General Corporation Law of the State of
Delaware; or for any transaction from which the director derived improper
personal benefit.

            If the laws of the State of Delaware are hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of the directors of the Corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by said laws. Any repeal or modification of this
Article IX by the stockholders of the Corporation shall be prospective only, and
shall not adversely affect any limitation on the personal liability of directors
of the Corporation existing at the time of such repeal or modification.













                                       5
<PAGE>




            IN WITNESS WHEREOF, the undersigned has caused this Amended and
Restated Certificate of Incorporation to be duly executed on behalf of the
Corporation this 11th day of February, 2004.



                              TREY INDUSTRIES, INC.


                              /s/ Jerome R. Mahoney
                              -------------------------------
                              Jerome R. Mahoney
                              Chairman of the Board and Chief Executive Officer






























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