**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 January 31, 2008

**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT**

For the transition period from _________ to __________Commission file number 0-51400**Stellar Resources Ltd.**(Exact name of small business Issuer as specified in its charter)				                     **Nevada                                                                        98-0373867**(State or other jurisdiction of incorporation or organization)                (IRS Employer Identification No.)**3155 East Patrick Lane, Suite 1, Las Vegas, Nevada, 89120-3481**(Address of principal executive offices)(**702**) **898-6004**(Issuer’s telephone number)N/A(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]  Yes   [  ] No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[X]  Yes   [  ] No

**APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY****PROCEEDINGS DURING THE PRECEDING FIVE YEARS**

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[X]  Yes   [  ] No

**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 practicable date:The total number of shares of Common Stock, par value $0.001 per share, outstanding as of March 3, 2008 is 28,640,196.

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TABLE OF CONTENTS
| Part  I – FINANCIAL INFORMATION |                                                                  |
|-------------------------------------------|------------------------------------------------------------------|
|                                 |                                                                  |  |
| Item 1.                                   | Financial Statements:                                            |  |
|                                 |                                                                  |  |
|                                           | Balance Sheets                                                   | 5 |
|                                 |                                                                  |  |
|                                           | Statements of Operations                                         | 6 |
|                                 |                                                                  |  |
|                                           | Statements of Cash Flows                                         | 7 |
|                                 |                                                                  |  |
|                                           | Notes to Financial Statements                                    | 8 |
|                                 |                                                                  |  |
| Item 2.                                   | Management’s Discussion and Analysis or Plan of Operations | 13 |
|                                 |                                                                  |  |
| Item 3.                                   | Control and Procedures                                           | 16 |
|                                 |                                                                  |  |
| Part II – OTHER INFORMATION          |                                                                  |
|                                 |                                                                  |  |
| Item 1.                                   | Legal Proceedings                                                | 17 |
|                                 |                                                                  |  |
| Item 2.                                   | Unregistered Sales of Equity Securities and Use of Proceeds      | 17 |
|                                 |                                                                  |  |
| Item 3.                                   | Defaults Upon Senior Securities                                  | 17 |
|                                 |                                                                  |  |
| Item 4.                                   | Submission of Matters to a Vote of Security Holders              | 17 |
|                                 |                                                                  |  |
| Item 5.                                   | Other Information                                                | 17 |
|                                 |                                                                  |  |
| Item 6.                                   | Exhibits                                                    | 18 |
|                                 |                                                                  |  |
| SIGNATURES                                | 19                                                               |

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**STELLAR RESOURCES LTD.(An Exploration Stage Company)					FINANCIAL STATEMENTS					JANUARY 31, 2008					(Unaudited)**

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**STELLAR RESOURCES LTD. (An Exploration Stage Company)						BALANCE SHEETS**

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| ****                                                                                                                                                                                                              | **JANUARY 31** | **JULY 31**     |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------|-----------------|
| ****                                                                                                                                                                                                              | **2008**       | **2007**        |
|                                                                                                                                                                                                                   |                |
| ****                                                                                                                                                                                                              |                | (Unaudited)     |  |  |
| **ASSETS**                                                                                                                                                                                                        | ****           | ****            |  |  |
|                                                                                                                                                                                                         | ****           | ****            |  |  |
| Current                                                                                                                                                                                                           | ****           | ****            |  |  |
|      Cash                                                                                                                                                                                | **$**          | **-**           | $ | 159 |
|      Prepaid expenses                                                                                                                                                                    | ****           | **-**           |  | 900 |
|                                                                                                                                                                                                                   |                |
|                                                                                                                                                                                                         | ****           | ****            |  |  |
|                                                                                                                                                                                                                   | **$**          | **-**           | $ | 1,059 |
| ==================================================================                                                                                                                                                |
|                                                                                                                                                                                                         | ****           | ****            |  |  |
| **LIABILITIES**                                                                                                                                                                                                   | ****           | ****            |  |  |
|                                                                                                                                                                                                         | ****           | ****            |  |  |
| Current                                                                                                                                                                                                           | ****           | ****            |  |  |
|      Bank indebtedness                                                                                                                                                                   | **$**          | **1,479**       | $ | - |
|      Accounts payable and accrued liabilities                                                                                                                                            | ****           | **7,966**       |  | 7,701 |
|      Notes payable (Note 4)                                                                                                                                                              | ****           | **22,964**      |  | 20,908 |
|      Due to related parties (Note 6)                                                                                                                                                     | ****           | **157,975**     |  | 126,367 |
|                                                                                                                                                                                                                   |                |
|                                                                                                                                                                                                                   | ****           | **190,384**     |  | 154,976 |
|                                                                                                                                                                                                                   |                |
|                                                                                                                                                                                                         | ****           | ****            |  |  |
| **STOCKHOLDERS’ DEFICIT**                                                                                                                                                                                   | ****           | ****            |  |  |
|                                                                                                                                                                                                         | ****           | ****            |  |  |
| Capital stock (Note 5)                                                                                                                                                                                            | ****           | ****            |  |  |
|      Authorized:                                                                                                                                                                         | ****           | ****            |  |  |
|           200,000,000 common shares with a par value							             of $0.001 per share    | ****           | ****            |  |  |
|      Issued and outstanding:                                                                                                                                                             | ****           | ****            |  |  |
|           28,640,196 common shares (July 31, 2007							             28,640,196 common shares) | ****           | ****
**28,640** |  | 28,640 |
| Additional paid-in capital                                                                                                                                                                                        | ****           | **914,166**     |  | 914,166 |
| Deferred stock compensation                                                                                                                                                                                       | ****           | **(162,600)**   |  | (284,450) |
| Accumulated other comprehensive loss                                                                                                                                                                              | ****           | **(6,669)**     |  | (5,034) |
| Deficit accumulated during the exploration stage                                                                                                                                                                  | ****           | **(963,921)**   |  | (807,239) |
|                                                                                                                                                                                                                   |                |
|                                                                                                                                                                                                                   | ****           | **(190,384)**   |  | (153,917) |
|                                                                                                                                                                                                                   |                |
|                                                                                                                                                                                                                   | ****           | ****            |  |  |
|                                                                                                                                                                                                                   | **$**          | **-**           | $ | 1,059 |
| ==================================================================                                                                                                                                                |

          CONTINGENCIES (Note 7)					          COMMITMENTS (Note 8)

The accompanying notes are an integral part of these financial statements					5

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**STELLAR RESOURCES LTD.(An Exploration Stage Company)						STATEMENTS OF OPERATIONS						(Unaudited)**

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| ****                                                                                                                                                                                             |                        |                      | CUMULATIVE								RESULTS OF								OPERATIONS								FROM APRIL 9,								1999 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|----------------------|---------------------------------------------------------------------------------|
| ****                                                                                                                                                                                             | **THREE MONTHS ENDED** | **SIX MONTHS ENDED** | (INCEPTION) TO                                                                  |
| ****                                                                                                                                                                                             | **JANUARY 31,**        | JANUARY 31,          | **JANUARY 31,**                                                                 | JANUARY 31, | JANUARY 31, |
| ****                                                                                                                                                                                             | **2008**               | 2007                 | **2008**                                                                        | 2007 | 2008 |
|                                                                                                                                                                                                  |
|                                                                                                                                                                                        |                        |                      |                                                                                 |  |  |  |  |  |  |  |
| **Expenses**                                                                                                                                                                                     | ****                   | ****                 |                                                                                 |  |  | **** |  |  |  |  |
|      Consulting fees                                                                                                                                                    | **$**                  | **-**                | $                                                                               | - | $ | **-** | $ | - | $ | 27,780 |
|      Filing fees                                                                                                                                                        | ****                   | **1,871**            |                                                                                 | 2,658 |  | **3,677** |  | 3,971 |  | 28,701 |
|      Foreign exchange (gain)							          loss                                                                     | ****                   | **(133)**            |                                                                                 | - |  | ****
**132** |  | (2,231) |  | 13,835 |
|      General and administrative                                                                                                                                         | ****                   | **435**              |                                                                                 | 636 |  | **1,006** |  | 774 |  | 20,293 |
|      Interest expense                                                                                                                                                   | ****                   | **205**              |                                                                                 | 207 |  | **421** |  | 1,225 |  | 15,057 |
|      Investor relations                                                                                                                                                 | ****                   | **77**               |                                                                                 | 6,227 |  | **4,577** |  | 6,227 |  | 19,891 |
|      Resource property							          expenditures                                                                   | ****                   | **-**                |                                                                                 | - |  | ****
**5,002** |  | - |  | 146,050 |
|      Professional fees                                                                                                                                                  | ****                   | **3,160**            |                                                                                 | 8,085 |  | **20,017** |  | 15,790 |  | 103,973 |
|      Stock-based compensation                                                                                                                                           | ****                   | **61,450**           |                                                                                 | 61,450 |  | **121,850** |  | 342,650 |  | 587,400 |
|      Travel and entertainment                                                                                                                                           | ****                   | **-**                |                                                                                 | 941 |  | **-** |  | 941 |  | 941 |
|                                                                                                                                                                                                  |                        |
|                                                                                                                                                                                                  | ****                   | **67,065**           |                                                                                 | 80,204 |  | **156,682** |  | 369,347 |  | 963,921 |
|                                                                                                                                                                                                  |                        |
|                                                                                                                                                                                        | ****                   | ****                 |                                                                                 |  |  | **** |  |  |  |  |
| **Net Loss**                                                                                                                                                                                     | **$**                  | **(67,065)**         | $                                                                               | (80,204) | $ | **(156,682)** | $ | (369,347) | $ | (963,921) |
| ========================================================================================                                                                                                         |
|                                                                                                                                                                                        | ****                   | ****                 |                                                                                 |  |  | **** |  |  |  |  |
| **Basic and Diluted Net Loss								Per Common Share**                                                                                                                                           | **$**                  | **-**                | $                                                                               | - | $ | ****
**(0.01)** | $ | (0.01) |  |  |
| ========================================================================================                                                                                                         |
|                                                                                                                                                                                        | ****                   | ****                 |                                                                                 |  |  | **** |  |  |  |  |
| **Weighted Average Number								     of Common Shares								     Outstanding – Basic and								     Diluted** | ****                   | ****
**28,640,196**  |                                                                                 | 28,640,196 |  | ****

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**28,640,196** |  | 26,125,109 |  |  |
| ========================================================================================                                                                                                         |
|                                                                                                                                                                                                  |                        |                      |                                                                                 |  |  |  |  |  |  |  |  |

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**STELLAR RESOURCES LTD.(An Exploration Stage Company)						STATEMENTS OF CASH FLOWS						(Unaudited)**

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| ****                                                                                                                                                                                                            | ****                 | CUMULATIVE								RESULTS OF								OPERATIONS FROM APRIL 9,								1999 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------|--------------------------------------------------------------------------|
| ****                                                                                                                                                                                                            | **SIX MONTHS ENDED** | (INCEPTION) TO                                                           |
| ****                                                                                                                                                                                                            | **JANUARY 31**       | JANUARY 31                                                               | JANUARY 31, |
| ****                                                                                                                                                                                                            | **2008**             | 2007                                                                     | 2008 |
|                                                                                                                                                                                                                 |
|   							
****                                                                                                                                                                                        | ****                 | ****                                                                     | **** |  |  |  |
| **Cash Flows from Operating Activities**                                                                                                                                                                        | ****                 | ****                                                                     | **** |  |  |  |
|      Net loss                                                                                                                                                                          | **$**                | **(156,682)**                                                            | **$** | (369,347) | $ | (963,921) |
|                                                                                                                                                                                                       | ****                 | ****                                                                     | **** |  |  |  |
|      Adjustments to reconcile net loss to net cash used in							        operating activities:                                                 | ****                 | ****                                                                     | **** |  |  |  |
|           Realized foreign exchange losses on settlement of							             notes payable | ****                 | ****
**-**                                                               | **** | (2,273) |  | 12,523 |
|      Stock-based compensation                                                                                                                                                          | ****                 | **121,850**                                                              | **** | 342,650 |  | 587,400 |
| Changes in operating assets and liabilities:                                                                                                                                                                    | ****                 | ****                                                                     | **** |  |  |  |
|      Prepaid expenses                                                                                                                                                                  | ****                 | **900**                                                                  | **** | (3,685) |  | - |
|      Accrued interest                                                                                                                                                                  | ****                 | **421**                                                                  | **** | 1,225 |  | 17,045 |
|      Accounts payable and accrued liabilities                                                                                                                                          | ****                 | **265**                                                                  | **** | (2,924) |  | 7,966 |
|                                                                                                                                                                                                                 |                      |
|      Net cash used in operating activities                                                                                                                                             | ****                 | **(33,246)**                                                             | **** | (34,354) |  | (338,987) |
|                                                                                                                                                                                                                 |                      |
|                                                                                                                                                                                                       | ****                 | ****                                                                     | **** |  |  |  |
| **Cash Flows from Financing Activities**                                                                                                                                                                        | ****                 | ****                                                                     | **** |  |  |  |
|      Proceeds from issuance of common stock                                                                                                                                            | ****                 | **-**                                                                    | **** | - |  | 90,233 |
|      Proceeds from notes payable                                                                                                                                                       | ****                 | **-**                                                                    | **** | - |  | 89,300 |
|      Amounts due to related parties                                                                                                                                                    | ****                 | **31,608**                                                               | **** | 34,253 |  | 157,975 |
|                                                                                                                                                                                                                 |                      |
|      Net cash provided by financing activities                                                                                                                                         | ****                 | **31,608**                                                               | **** | 34,253 |  | 337,508 |
|                                                                                                                                                                                                                 |                      |
|                                                                                                                                                                                                       | ****                 | ****                                                                     | **** |  |  |  |
| **Net Increase (Decrease) in Cash**                                                                                                                                                                             | ****                 | **(1,638)**                                                              | **** | (101) |  | (1,479) |
| **  **                                                                                                                                                                                                | ****                 | ****                                                                     | **** |  |  |  |
| **Cash, Beginning**                                                                                                                                                                                             | ****                 | **159**                                                                  | **** | 371 |  | - |
|                                                                                                                                                                                                                 |                      |
| **  **                                                                                                                                                                                                | ****                 | ****                                                                     | **** |  |  |  |
| **Cash, Ending**                                                                                                                                                                                                | **$**                | **(1,479)**                                                              | **$** | 270 | $ | (1,479) |
| =================================================================================                                                                                                                               |
| **  **                                                                                                                                                                                                | ****                 | ****                                                                     | **** |  |  |  |
| **Supplemental Disclosures of Cash Flow Information								   and Non-Cash Investing and Financing Activities**                                                                                  | ****                 | ****                                                                     | **** |  |  |  |
|      Interest paid                                                                                                                                                                     | **$**                | **-**                                                                    | **$** | - | $ | - |
|      Income taxes paid                                                                                                                                                                 | **$**                | **-**                                                                    | **$** | - | $ | - |
| =================================================================================                                                                                                                               |
|                                                                                                                                                                                                       | ****                 | ****                                                                     | **** |  |  |  |
|      Common shares issued on settlement of notes payable							        and accrued interest                                                    | ****
**$**           | ****
**-**                                                               | ****
**$** | 102,573 | $ | 102,573 |
| =================================================================================                                                                                                                               |

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**STELLAR RESOURCES LTD.(An Exploration Stage Company)					NOTES TO FINANCIAL STATEMENTS					JANUARY 31, 2008					(Unaudited)**

**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.  The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  This contemplates that assets will be realized and liabilities and commitments satisfied in the normal course of business.					In February 2007, the Company signed a letter of intent with Filiac Holdings S.A., (Filiac), a Luxembourg-based private company, to acquire a patent and intellectual property related to a water-saving irrigation system.  As at January 31, 2008, the Company has not made any payment pursuant to this agreement in either cash or common stock of the Company.  Refer to Note 8.					To date, the Company has not generated any revenues from operations and had a working capital deficit of $190,384 and an accumulated deficit of $963,921 at January 31, 2008.  The Company’s continuance of operations is contingent on raising additional working capital, and on the future development of its mineral property interest located in British Columbia, Canada. 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 to finance additional exploration work and provide working capital for the next twelve months. Although there is no assurance that management’s plans will be realized, management believes that the Company will be able to continue operations in the future.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue operating as a going concern.

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**STELLAR RESOURCES LTD.(An Exploration Stage Company)					NOTES TO FINANCIAL STATEMENTS					JANUARY 31, 2008					(Unaudited)**

**1.       ****NATURE OF CONTINUED OPERATIONS AND BASIS OF PRESENTATION (continued)**

> 
**Unaudited Interim Financial Statements**The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They may not include all information and footnotes required by United States 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, 2007 included in the Company’s Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal and recurring adjustments have been made.  Operating results for the six months ended January 31, 2008 are not necessarily indicative of the results that may be expected for the year ending July 31, 2008.

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**2.       RECENT ACCOUNTING PRONOUNCEMENTS**
> 
In December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”. SFAS 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective for the fiscal year beginning after December 15, 2008. The management is in the process of evaluating the impact SFAS 141 (Revised) will have on the Company’s financial statements upon adoption.					In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”. SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance will become effective for the fiscal year beginning after December 15, 2008. The management is in the process of evaluating the impact SFAS 160 will have on the Company’s financial statements upon adoption.

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**STELLAR RESOURCES LTD.(An Exploration Stage Company)					NOTES TO FINANCIAL STATEMENTS					JANUARY 31, 2008					(Unaudited)**

**3.       RESOURCE 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 was required to pay $3,298 (Cdn$5,000) by June 30, 2002, $3,619 (Cdn$5,000) by July 30, 2003, and must incur certain other property expenditures.  As of July 31, 2006, the Company had satisfied these requirements and 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 an aggregate cost of $101,589.  The Company is responsible for paying ongoing claim maintenance costs.  During the quarter ended January 31, 2008, the Company abandoned 14 of its mineral claims.  As at January 31, 2008, three mineral claims remained in good standing.

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**4.       NOTES PAYABLE**
> 
As of January 31, 2008, the Company had received a total of $18,061 (Cdn$18,000), (July 31, 2007:- $16,880, (Cdn$18,000) from unrelated third parties by way of demand promissory notes bearing interest at the Bank of Canada prime rate plus 2% (6.25% as of January 31, 2008).  As at January 31, 2008:- $4,903 (July 31, 2007:-$4,028) of accrued interest is payable.					On October 3, 2006, pursuant to two separate share-for-debt agreements, the Company issued 1,230,876 post split common shares in settlement of notes payable amounting to $89,006 and accrued interest of $13,567.					During the six months ended January 31, 2008, the Company recorded foreign exchange transaction loss of $1,635 (January 31, 2007:$2,231) in connection with these notes payable and accrued interest payable as a result of fluctuations in the foreign exchange rate.

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**STELLAR RESOURCES LTD.(An Exploration Stage Company)					NOTES TO FINANCIAL STATEMENTS					JANUARY 31, 2008					(Unaudited)**

**5.       CAPITAL STOCK**

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|            | a)        | On October 3, 2006, under a restricted stock award agreement, the Company issued 6,000,000 shares of restricted common stock with a fair value of $750,000 to the Company’s President. (See Note 6). |
|--------------------------------------------------------------|----------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                    |                                              |                                                                                                                                                                                                            |
|                                                              | b)                                           | On October 3, 2006, pursuant to two separate share-for-debt agreements, the Company issued 1,230,876 common shares in settlement of notes payable amounting to $89,006 and accrued interest of $13,567.    |
> 
Stock-based compensation expense during the six months ended January 31, 2008 totaled $121,850 (January 31, 2007 – 342,650) and a remaining unearned amount of $162,600 has been recorded as deferred stock compensation.

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**6.       RELATED PARTY TRANSACTIONS**
> 
During the six months ended January 31, 2008, a director advanced funds to the Company totaling $31,608 (six months ended January 31, 2007:-$34,253).  At January 31, 2008, an amount of $157,975 (July 31, 2007:-$126,367) was owing to this director.  These advances are unsecured, non-interest bearing and have no specific terms of repayment.					On October 3, 2006, under a restricted stock award agreement, the Company issued 6,000,000 shares of restricted common stock with a fair value of $750,000 to the Company’s President.  These shares have a vesting provision as follows: 2,100,000 shares vested immediately, 1,950,000 vest on October 3, 2007 and the final 1,950,000 shares vest on October 3, 2008. The fair value of the restricted stock award which amounted to $750,000 is being amortized on a straight line basis over the vesting period.  Upon termination of employment between the Company and its president, any shares not previously vested will be forfeited and returned to the Company’s treasury.					The restricted stock award has been accounted for as deferred compensation whereby the fair value of the award is recorded as a reduction of stockholders’ equity until earned by the award holder. At such time, the appropriate amounts will be charged to operations.  Pursuant to this restricted stock award during the six month period ended January 31, 2008 the Company has recorded stock based compensation of $121,850 (January 31, 2007 - $342,650), and the remaining unearned amount has been recorded as deferred stock compensation.

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**STELLAR RESOURCES LTD.(An Exploration Stage Company)					NOTES TO FINANCIAL STATEMENTS					JANUARY 31, 2008					(Unaudited)**

**7.       CONTINGENCIES**

> 
The Company operates in the field of mineral exploration and is therefore subject to provincial and federal environmental regulations.  Due to the diversity of these regulations compliance, at all times, cannot be assured.

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**8.       COMMITMENTS**
> 
In February 2007, the Company signed a letter of intent with Filiac Holdings S.A., a Luxembourg-based private company, to acquire a patent and intellectual property related to a water-saving irrigation system.  As consideration for the acquisition, the Company, within 24 months of the agreement, agreed to pay $2,500,000 in cash or issue shares of its common stock of equivalent value for each of the patent and intellectual property for a total consideration of $5,000,000. If completed, the acquisition of the patent and intellectual property would allow the Company to further develop a special container with a water reservoir and slow water distribution system for irrigation purposes. This transaction is subject to the Company’s completion of its due diligence, which is still ongoing, the execution of a definitive agreement and Filiac entering into a commercial contract for the distribution of its products.  As at January 31, 2008, the Company is not obligated and has not made any payment pursuant to this agreement in either cash or common stock of the Company.					On November 9, 2006, the Company entered into an investor relations services contract whereby the Company agreed to pay a contractual fee of $1,500 per month plus expenses incurred over the term of the contract.  The contract can be cancelled by either party upon 30 days notice.  Effective November 1, 2007, the contract was put on hold.

**9.       RECLASSIFICATION**
> 
Certain comparative figures have been reclassified to conform with the current period’s presentation.

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|            | 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|--------------------------------------------------------------|------|-----------------------------------------------------------------------------------------------------|
|                                                    |      |                                                                                                     |
|                                                              | 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |

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**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:  March 14, 2008				                                                                             STELLAR RESOURCES LTD.				                                                                             By:  /s/ Kathy Whyte                                                                                                                  Kathy Whyte				                                                                                   President, Director, CEO and CFO

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