UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   -----------


[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
        OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2004


[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
        EXCHANGE ACT OF 1934
     For the transition period from to

     Commission File No. 333-103364

                             Stellar Resources Ltd.
                             ----------------------
                 (Name of Small Business Issuer in its charter)

Nevada                                                                98-0373867
------                                                                ----------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

6075 S. Eastern Avenue, Suite 1, Las Vegas, Nevada                         89119
--------------------------------------------------                         -----
(Address of principal executive offices)                              (Zip Code)

                    Issuer's telephone number: (604) 584-1895
                                               --------------



                      APPLICABLE ONLY TO CORPORATE ISSUERS
                      ------------------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practical  date. The total number of shares of Common
Stock,  par value  $0.001 per share,  outstanding  as of  December  13, 2004 was
3,568,220.


















                                        1
<PAGE>





                                TABLE OF CONTENTS
                                -----------------


Part I - FINANCIAL INFORMATION

     Item 1. Financial Statements:

             Balance Sheets .................................................  5

             Interim Statements of Operations ...............................  6

             Interim Statements of  Cash Flows ..............................  7

             Notes to Interim Financial Statements ..........................  8

     Item 2.  Management's Discussion and Analysis or Plan of Operations .... 11

     Item 3.  Control and Procedures ........................................ 13

Part II - OTHER INFORMATION

     Item 1.  Legal Proceedings ............................................. 13

     Item 2.  Changes in Securities ......................................... 13

     Item 3.  Defaults Upon Senior Securities ............................... 13

     Item 4.  Submission of Matters to a Vote of Security Holders ........... 13

     Item 5.  Other Information ............................................. 13

     Item 6.  Exhibits and Reports on Form 8-K .............................. 13

SIGNATURES .................................................................. 14

















                                        2
<PAGE>






Forward  Looking  Statements.  - This following  information  specifies  certain
forward-looking  statements  of  management  of  the  company.   Forward-looking
statements are  statements  that estimate the happening of future events and are
not based on historical  fact.  Forward-looking  statements may be identified by
the use of forward-looking terminology, such as "may", "shall", "will", "could",
"expect", "estimate", "anticipate", "predict", "probable", "possible", "should",
"continue", or similar terms, variations of those terms or the negative of those
terms. The  forward-looking  statements  specified in the following  information
have  been  compiled  by our  management  on the  basis of  assumptions  made by
management and considered by management to be reasonable.  Our future  operating
results, however, are impossible to predict and no representation,  guaranty, or
warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following  information  represent estimates of future events and are subject
to uncertainty as to possible changes in economic,  legislative,  industry,  and
other circumstances.  As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among  reasonable  alternatives  require the  exercise of  judgment.  To the
extent that the assumed events do not occur, the outcome may vary  substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those  forward-looking  statements.  No assurance can be
given that any of the  assumptions  relating to the  forward-looking  statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.






























                                        3
<PAGE>





                         PART I - FINANCIAL INFORMATION
                         ------------------------------


Item 1.  Financial Statements
-----------------------------












                             STELLAR RESOURCES LTD.
                             ----------------------
                         (An Exploration Stage Company)


                          INTERIM FINANCIAL STATEMENTS
                          ----------------------------

                                OCTOBER 31, 2004

                                   (Unaudited)




















BALANCE SHEETS

INTERIM STATEMENTS OF OPERATIONS


INTERIM STATEMENTS OF CASH FLOWS


NOTES TO INTERIM FINANCIAL STATEMENTS



                                        4
<PAGE>




<TABLE>
<CAPTION>
                             STELLAR RESOURCES LTD.
                             ----------------------

                         (An Exploration Stage Company)

                                 BALANCE SHEETS
                                 --------------


                                                                        October 31,         July 31,
                                                                            2004              2004
-------------------------------------------------------------------------------------------------------
                                                                        (unaudited)
                                     ASSETS

<S>                                                                    <C>               <C>
CURRENT ASSETS
   Cash                                                                $         131     $         170
-------------------------------------------------------------------------------------------------------

                                                                       $         131     $         170
=======================================================================================================


                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                            $       6,922     $       6,922
   Notes payable (Note 4)                                                     97,467            81,539
-------------------------------------------------------------------------------------------------------

                                                                             104,389            88,461
-------------------------------------------------------------------------------------------------------

GOING CONCERN CONTINGENCY (Note 1)

STOCKHOLDERS' EQUITY (DEFICIENCY)
   Capital stock
      Common stock $.001 par value; 200,000,000 shares authorized
      3,568,220 (July 31, 2004 - 3,568,220) issued and outstanding             3,568             3,568
   Additional paid-in capital                                                 86,665            86,665
   Deficit accumulated during the exploration stage                         (194,491)         (178,524)
-------------------------------------------------------------------------------------------------------

                                                                            (104,258)          (88,291)
-------------------------------------------------------------------------------------------------------

                                                                       $         131     $         170
=======================================================================================================
</TABLE>

















                 The accompanying notes are an integral part of
                       these interim financial statements

                                        5
<PAGE>




<TABLE>
<CAPTION>
                             STELLAR RESOURCES LTD.
                             ----------------------
                         (An Exploration Stage Company)

                        INTERIM STATEMENTS OF OPERATIONS
                        --------------------------------

                                   (Unaudited)


                                                  Three Months        Three Months       April 9, 1999
                                                     Ended               Ended           (inception) to
                                                  October 31,         October 31,         October 31,
                                                      2004                2003                2004
--------------------------------------------------------------------------------------------------------

<S>                                             <C>                 <C>                 <C>
EXPENSES
   Consulting fees                              $             -     $         5,799     $        27,780
   Filing fees                                                -                   -              10,294
   General and administrative                             8,272               4,662              27,012
   Mineral property expenditures                          7,695                   -              98,934
   Professional fees                                          -              47,309              30,471
--------------------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                         $       (15,967)    $       (57,770)    $      (194,491)
========================================================================================================




BASIC NET LOSS PER SHARE                        $         (0.00)    $         (0.02)
====================================================================================

WEIGHTED AVERAGE COMMON  SHARES OUTSTANDING           3,568,220           3,568,220
====================================================================================
</TABLE>


























                 The accompanying notes are an integral part of
                       these interim financial statements

                                        6
<PAGE>




<TABLE>
<CAPTION>
                             STELLAR RESOURCES LTD.
                             ----------------------
                         (An Exploration Stage Company)

                        INTERIM STATEMENTS OF CASH FLOWS
                        --------------------------------

                                   (Unaudited)


                                                         Three Months      Three Months     April 9, 1999
                                                            Ended             Ended         (inception) to
                                                         October 31,       October 31,       October 31,
                                                             2004              2003              2004
----------------------------------------------------------------------------------------------------------

<S>                                                     <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss for the period                              $     (15,967)    $     (57,770)    $    (194,491)
   Item not affecting cash
      Accrued interest                                            983               830             4,995
   Changes in working capital assets and liabilities
      Prepaids                                                      -            10,678                 -
      Accounts payable                                              -                 -             6,922
----------------------------------------------------------------------------------------------------------

NET CASH FLOWS USED IN OPERATING ACTIVITIES                   (14,984)          (46,262)         (182,574)
----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Common stock sales and subscriptions                             -                 -            90,233
   Notes payable                                                7,591            41,503            84,300
----------------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                        7,591            41,503           174,533
----------------------------------------------------------------------------------------------------------

EFFECT OF EXCHANGE RATE CHANGES                                 7,354             5,302             8,172
----------------------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CASH                                       (39)              543               131

CASH, BEGINNING OF PERIOD                                         170             2,459                 -
----------------------------------------------------------------------------------------------------------

CASH, END OF PERIOD                                     $         131     $       3,002     $         131
==========================================================================================================


SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid                                           $           -     $           -     $           -
==========================================================================================================

Income taxes paid                                       $           -     $           -     $           -
==========================================================================================================
</TABLE>












                 The accompanying notes are an integral part of
                       these interim financial statements

                                        7
<PAGE>




NOTE 1 - NATURE OF CONTINUED OPERATIONS AND BASIS OF PRESENTATION
--------------------------------------------------------------------------------

The Company was  incorporated  in the State of Nevada on April 9, 1999 and is in
the exploration stage of its mineral property  activities.  Effective January 6,
2003 the Company changed its name from V.I.P.C. Com to Stellar Resources Ltd. To
date,  the Company has not  generated  any revenues  from  operations  and has a
working  capital and  stockholders'  deficiency of $104,258 at October 31, 2004.
The Company's continuance of operations and movement into an operating basis are
contingent on raising additional working capital,  and on the future development
of its mineral property interest.  Accordingly,  these factors raise substantial
doubt about the Company's ability to continue as a going concern. The Company is
currently   negotiating   with  several  parties  to  provide  equity  financing
sufficient  enough to finance  additional  exploration  work and provide working
capital for the next twelve months.

Unaudited Interim Financial Statements
--------------------------------------

The accompanying  unaudited interim consolidated  financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the  instructions  to Form 10-QSB of Regulation
S-B. They do not include all  information  and  footnotes  required by generally
accepted  accounting  principles  for complete  financial  statements.  However,
except  as  disclosed  herein,  there  has  been  no  material  changes  in  the
information  disclosed  in the notes to the  financial  statements  for the year
ended  July  31,  2004  included  in the  Company's  Form  SB-2  filed  with the
Securities and Exchange Commission. The interim unaudited consolidated financial
statements  should  be read  in  conjunction  with  those  financial  statements
included  in the Form  SB-2.  In the  opinion  of  Management,  all  adjustments
considered  necessary  for a fair  presentation,  consisting  solely  of  normal
recurring  adjustments,  have been made.  Operating results for the three months
ended October 31, 2004 are not necessarily indicative of the results that may be
expected for the year ending July 31, 2005.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

Mineral property costs
----------------------
Mineral property acquisition,  exploration and development costs are expensed as
incurred  until  such time as  economic  reserves  are  quantified.  To date the
Company has not established any proven reserves on its mineral properties.

Loss Per Share
--------------
Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period.  Dilutive  earnings per share reflects the potential
dilution of securities that could share in the earnings of the Company.  Because
the Company does not have any potentially dilutive securities,  the accompanying
presentation is only of basic loss per share.

Financial Instruments
---------------------
The fair  value of the  Company's  financial  assets and  financial  liabilities
approximate their carrying values due to the immediate or short-term maturity of
these  financial  instruments.  The  Company  is not  currently  exposed  to any
significant credit risk or currency risk.

Use of Estimates
----------------
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the period.  Actual results
could differ from those estimates.

Stock-Based Compensation
------------------------
In December  2002, the Financial  Accounting  Standards  Board issued  Financial
Accounting  Standard  No.  148,  "Accounting  for  Stock-Based   Compensation  -
Transition  and  Disclosure"   ("SFAS  No.  148"),  an  amendment  of  Financial
Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123").  The  purpose of SFAS No. 148 is to: (1) provide  alternative  methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based  employee  compensation,  (2) amend the disclosure
provisions  to require  prominent  disclosure  about the effects on reported net
income of an entity's  accounting  policy  decisions with respect to stock-based
employee compensation, and (3) to require disclosure of those effects in interim
financial information.  The disclosure provisions of SFAS No. 148 were effective
for the Company for the year ended July 31,  2002.  As the Company did not grant
any stock options during the period no pro-forma disclosure has provided.





                                        8
<PAGE>




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)
--------------------------------------------------------------------------------

Stock-Based Compensation (con't)
--------------------------------
The Company has  elected to  continue  to account for stock  options  granted to
employees and officers using the intrinsic value based method in accordance with
the provisions of Accounting  Principles  Board Opinion No. 25,  "Accounting for
Stock  Issued to  Employees",  ("APB No.  25") and  comply  with the  disclosure
provisions of SFAS No. 123 as amended by SFAS No. 148 as described above.  Under
APB No. 25, compensation expense is recognized based on the difference,  if any,
on the date of grant between the estimated fair value of the Company's stock and
the amount an employee  must pay to acquire the stock.  Compensation  expense is
recognized  immediately  for past services and pro-rata for future services over
the option-vesting period. In addition, with respect to stock options granted to
employees,  the Company provides  pro-forma  information as required by SFAS No.
123  showing  the  results  of  applying   the  fair  value   method  using  the
Black-Scholes option pricing model. In accordance with SFAS No. 123, the Company
applies the fair value method using the  Black-Scholes  option-pricing  model in
accounting for options granted to consultants.

The Company accounts for equity  instruments  issued in exchange for the receipt
of goods or services from other than  employees in accordance  with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force in Issue No. 96-18
("EITF  96-18").  Costs are measured at the  estimated  fair market value of the
consideration  received or the  estimated  fair value of the equity  instruments
issued,  whichever is more reliably measurable.  The value of equity instruments
issued for  consideration  other than  employee  services is  determined  on the
earliest  of a  performance  commitment  or  completion  of  performance  by the
provider of goods or services as defined by EITF 96-18.

The  Company  has  also  adopted  the  provisions  of the  Financial  Accounting
Standards  Board  Interpretation  No.44,  Accounting  for  Certain  Transactions
Involving  Stock  Compensation - An  Interpretation  of APB Opinion No. 25 ("FIN
44"),  which provides  guidance as to certain  applications of APB 25. FIN 44 is
generally  effective July 1, 2000 with the exception of certain events occurring
after December 15, 1998.

Income Taxes
------------
The Company follows the liability  method of accounting for income taxes.  Under
this method, future tax assets and liabilities are recognized for the future tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Future tax assets  and  liabilities  are  measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which those  differences  are expected to be recovered or settled.  The
effect  on  future  tax  assets  and  liabilities  of a change  in tax  rates is
recognized  in income in the  period  that  includes  the date of  enactment  or
substantive enactment.


NOTE 3 - MINERAL PROPERTY
--------------------------------------------------------------------------------

By an agreement dated June 28, 2002 with Diamant  Resources Ltd., a company with
a director in common,  the Company  acquired an option to acquire a 50% interest
in  certain  mineral  claims  located  in the Fort St.  John  region of  British
Columbia,  Canada. In order to earn a 50% interest,  the Company must pay $3,298
(C$5,000) by June 30, 2002 (paid), $3,619 (C$5,000) by July 30, 2003 (paid), and
must incur  certain other  property  expenditures.  As of October 31, 2004,  the
Company has  satisfied all the  requirements  and has earned its 50% interest in
all the  mineral  claims  listed  in the  agreement.  To date  the  Company  has
completed its initial diamond exploration program at a cost of $92,017.


NOTE 4 - NOTES PAYABLE
--------------------------------------------------------------------------------

The Company has received a total of $84,300  (C$105,000 and US$6,000) secured by
demand  promissory  notes bearing interest at the Bank of Canada prime rate plus
2%. To October 31, 2004 $5,451 of interest has been accrued in  connection  with
these loans.








                                        9
<PAGE>




NOTE 5 - INCOME TAXES
--------------------------------------------------------------------------------

The Company has incurred  operating losses from inception to October 31, 2004 of
approximately  $194,000 which expire between the years 2014 - 2019 and which may
be available to offset against future  taxable  income.  The Company has adopted
FASB No. 109 for reporting  purposes.  The potential tax benefit of these losses
has not been recorded as a full deferred tax asset valuation  allowance has been
provided due to the uncertainty regarding the realization of these losses.
















































                                       10
<PAGE>




Item 2.  Management's Discussion and Analysis or Plan of Operation
------------------------------------------------------------------

By an agreement dated June 28, 2002 with Diamant  Resources Ltd., a company with
a director in common,  Stellar Resources Ltd. ("the Company") acquired an option
to a 50% interest in certain  mineral claims located in the Fort St. John region
of British Columbia,  Canada. In order to earn a 50% interest,  the Company must
pay US$3,298  (C$5,000) by June 30, 2002 (paid),  US$3,619 (C$5,000) by July 30,
2003 (paid), and must incur certain other property expenditures.  As at July 31,
2003 the Company had made advances towards its work program of $10,678 which had
been  recorded  as prepaid  expenses.  As of October 31,  2004,  the Company has
satisfied  all the  requirements  and has  earned  its 50%  interest  in all the
mineral  claims listed in the  agreement.  To date the Company has completed its
initial diamond exploration program at a cost of US$98,934 (US$7,695 unaudited).

Exploration  of the Claim  Groups has  resulted  in the  discovery  of G9 pyrope
garnets and chrome  diopsides,  both of which are  minerals  that  indicate  the
potential presence of diamonds on the properties.

The Company is an exploration-stage  company, and cannot give you assurance that
commercially  viable  diamond  deposits  exist  on  the  properties.   Extensive
exploration and sampling of rock from the mineral claims will be required before
we can make an  evaluation  as to the  economic  feasibility  of  developing  or
finding valuable diamond deposits on these mineral claims.  We have not, as yet,
identified any diamonds on the properties.  Our proposed  exploration program is
designed to search for diamonds in commercially exploitable quantities.

We have  registered  an  offering  of  3,000,000  of our  3,568,220  issued  and
outstanding  shares of our common stock for the benefit of our security  holders
under  a Form  SB-2  Registration  Statement.  Those  selling  security  holders
currently own 3,000,000 of the issued 3,568,220 shares,  constituting  84.60% of
our issued and outstanding stock as of October 31, 2004.

We have  not  realized  any  proceeds  as a  result  of  filing  the  Form  SB-2
Registration  Statement being declared effective on February 20, 2004. We cannot
provide any assurance that any shares registered can be sold.

Our  securities  are  not  listed  on any  national  exchange  however,  we have
initiated  quotation of our shares with the National  Association  of Securities
Dealers, ("NASD").

The  selling  shareholders  will sell our  shares  at $0.25 per share  until our
shares are quoted on the NASD (OTC Bulletin Board), and thereafter at prevailing
market prices or privately  negotiated  prices.  The determination of this price
arbitrarily  was based  upon the price of the last sale of our  common  stock to
investors.

Facilities.  Our facilities are a 50% interest in two land packages (the Beatton
-----------
and Alces Claim Groups),  totaling 197 units,  or 4,925 hectares in the Fort St.
John region of British Columbia, Canada.

Liquidity.  As shown in the accompanying interim financial  statements,  we have
----------
incurred a net loss of $194,491 for the period from April 9, 1999 (inception) to
October 31, 2004. Our future depends on our ability to obtain financing and upon
future  profitable  operations from the development of our claims. We have plans
to seek additional  capital  through a private  placement and public offering of
our common stock.

As at October 31, 2004, we had cash on hand of $131, with  liabilities  totaling
$104,389.  Those  liabilities  consist of $6,922 in accounts payable and $97,467
due under notes payable and their accrued interests.

Our Plan of  Operation.  We are a  development  stage company and have a minimum
-----------------------
amount  of cash and have  not yet  developed  any  producing  mines.  We have no
history of any  earnings.  There is no  assurance  that we will be a  profitable
company.  We  presently  operate  with  minimum  overheads  and  need  to  raise
additional  funds  in the  next 12  months  either  in the  forms of loans or by
selling our equity.

Our  primary  activity  for the next 12 months  will be to further  develop  the
remainder  Two  Phases,  which are only  initial  phases  of a full  exploration
effort.



                                       11
<PAGE>




The recommended  first phase (project) had an anticipated  duration of ten days,
which  progressed to well over 35 days, and consist of heavy mineral  separates,
indicator  counts and  analyses of diamond  indicator  samples.  Further  stream
sediment  and glacial  till  samples  must be taken on a regional  basis to gain
insight of possible  indicator  distribution and to determine if the results are
indicative of the area or if they are anomalous.  In addition,  further sampling
in our  next two  phases  will  allow  us to  develop  an  understanding  of the
magnitude of property scale anomalies.

Indicator and grain studies on our samples will be undertaken to understand  the
nature of the kimberlite itself and its proximity to sample location. Concurrent
with the required  sampling  and ground  observations  will be the  recording of
glacial  ice  movement  directions  and the  prospecting  for  kimberlite  float
materials.

The second phase of the program will consist of the collection of thirty diamond
indictor  samples.  This program  will  utilize 4x4  vehicles and a  helicopter.
Further  stream  sediment and glacial till samples must be taken on the regional
basis to gain insight of possible indicator distribution and to determine if the
results  are  indicative  of the area or if they  are  anomalous.  In  addition,
further  sampling will allow us to develop an  understanding of the magnitude of
property scale anomalies.

Indicator and grain morphology  studies on anomalous  samples will be undertaken
to understand  the nature of the  kimberlite  itself and its proximity to sample
location.  Concurrent with the required sampling and ground observations will be
the  recording  of glacial  ice  movement  directions  and the  prospecting  for
kimberlite float materials

Our  recommended  timeframe for the Phase 2 program is ten days.  These ten days
are dependant upon our financial position in early 2005.

The third phase of the program will consist of the  collection of thirty diamond
indicator  samples.  The program will use 4x4 vehicles as well as  helicopter to
assist in the  collection of the samples.  Further  stream  sediment and glacial
till  samples  must be taken on the  regional  basis to gain insight of possible
indicator  distribution  and to determine if the results are  indicative  of the
area or if they are anomalous.  In addition,  further  sampling will allow us to
develop an understanding of the magnitude of property scale anomalies.

Indicator and grain morphology  studies on anomalous  samples will be undertaken
to understand  the nature of the  kimberlite  itself and its proximity to sample
location.  Concurrent with the required sampling and ground observations will be
the  recording  of glacial  ice  movement  directions  and the  prospecting  for
kimberlite float materials

Our timeframe for the Phase 3 program is ten days,  which is dependant  upon our
financial position in 2005.

The estimates  costs for the above Phases are as set out in the  Company's  most
recent 10K under "GEOLOGICAL EVALUATION REPORT - Phase".

We  presently  seek  full-reporting   status  with  the  Securities  &  Exchange
Commission,  with a view to us being in a more  attractive  position  as regards
equity financing, which may result in a substantial dilution to purchasers under
such financing.

We have gathered further samples from the Claim Groups for analysis.  Several of
the samples have been analyzed and premilinary  indications seem favorable.  The
remainder of the samples  gathered are currently being analyzed and we expect to
receive results by late  December2004.  If the final results are favourable,  We
will then  position  ourselves  to move  forward  to Phase Two to gather  larger
samples,  which should enable us to test for kimberlite from dykes or pipes on a
much  wider  scale,  which  may or may  not  exists.  There  is,  of  course,  a
substantial  risk  that we will not find  such  dykes  or  pipes  that  contains
kimberlite.

We  currently  have no  plans to  purchase  or sell  any  plant  or  significant
equipment.

We do not expect any significant changes in the number of employees




                                       12
<PAGE>




Item 3.  Control and Procedures
-------------------------------

Management,  including the Chief Executive Officer and Chief Financial  Officer,
have  conducted an evaluation of the  effectiveness  of disclosure  controls and
procedures  pursuant  to  Exchange  Act  Rule  13a-14(c)  and  15d-14(c).   This
evaluation  was  conducted  within 90 days prior to the  filing of this  report.
Based on that  evaluation,  the Chief  Executive  Officer  and  Chief  Financial
Officer  concluded that the disclosure  controls and procedures are effective in
ensuring that all material  information  required to be filed in this  quarterly
report  has been  made  known to them in a timely  fashion.  There  have been no
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly  affect  internal  controls  subsequent  to  the  date  the  Chief
Executive Officer and Chief Financial Officer completed their evaluation.


PART II - OTHER INFORMATION
---------------------------

Item 1.  Legal Proceedings
--------------------------

We are not aware of any pending  litigation nor do we have any reason to believe
that any such litigation exists.


Item 2.  Change in Securities
-----------------------------

Not applicable.


Item 3.  Defaults Upon Senior Securities
----------------------------------------

None.


Item 4.  Submission of Matters to Vote of Security Holders
----------------------------------------------------------

No matters were  submitted to a vote of the  Company's  shareholders  during the
three-month period ended October 31, 2004:


Item 5.  Other Information
--------------------------

None.


Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

Reports on Form 8-K:
-------------------

None.

Exhibits:
--------

None









                                       13
<PAGE>




                                   SIGNATURES
                                   ----------

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 thereunto duly authorized.

Dated:   December 13, 2004                      STELLAR RESOURCES LTD.


                                                By: /s/ Andrew Reid
                                                   ----------------
                                                   Andrew Reid

                                                Its: President, Director and CEO

































                                       14