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


                                  FORM 10-QSB/A
                                  -------------




[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 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 Identification No.)
incorporation or organization)

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 January 31,  2004,  was
3,568,220.



<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......12

     Item 3.  Control and Procedures..........................................14

Part II - OTHER INFORMATION

     Item 1.  Legal Proceedings...............................................14

     Item 2.  Changes in Securities...........................................14

     Item 3.  Defaults Upon Senior Securities.................................14

     Item 4.  Submission of Matters to a Vote of Security Holders.............14

     Item 5.  Other Information...............................................14

     Item 6.  Exhibits and Reports on Form 8-K................................14

SIGNATURES ...................................................................15
























                                        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
                          ----------------------------

                                JANUARY 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
                                 --------------


                                                                       January 31,         July 31,
                                                                           2004              2003
------------------------------------------------------------------------------------------------------
                                                                       (unaudited)
                                     ASSETS

<S>                                                                   <C>               <C>
CURRENT ASSETS
   Cash                                                               $         294     $       2,459
   Prepaids (Note 3)                                                              -            10,678
------------------------------------------------------------------------------------------------------

                                                                      $         294     $      13,137
======================================================================================================


                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                           $      10,619     $       4,531
   Notes payable (Note 4)                                                    68,321            20,099
------------------------------------------------------------------------------------------------------

                                                                             78,940            24,630
------------------------------------------------------------------------------------------------------

CONTINGENCIES (Note 1)

STOCKHOLDERS' EQUITY (DEFICIENCY)
   Capital stock (Note 5)
      Common stock $.001 par value; 200,000,000 shares authorized
      3,568,220 (2003 - 3,568,220) issued and outstanding                     3,568             3,568
   Additional paid-in capital                                                86,665            86,665
   Deficit accumulated during the exploration stage                        (168,879)         (101,726)
------------------------------------------------------------------------------------------------------

                                                                            (78,646)          (11,493)
------------------------------------------------------------------------------------------------------

                                                                      $         294     $      13,137
======================================================================================================
</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    Six Months     Six Months    April 9, 1999
                                        Ended          Ended          Ended          Ended       (inception) to
                                     January 31,    January 31,    January 31,    January 31,     January 31,
                                         2004           2003           2004           2003            2004
---------------------------------------------------------------------------------------------------------------


<S>                                  <C>            <C>            <C>            <C>            <C>
EXPENSES
   Consulting fees                   $         -    $     2,500    $     5,799    $     9,210    $      27,780
   Filing fees                             3,275            180          3,275          5,155           10,294
   General and administrative              3,471          1,758          8,134          4,012           16,418
   Professional fees                       2,636          1,100          2,636          7,000           23,148
   Mineral property expenditures               -          3,807         47,309          8,588           91,239
---------------------------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD              $    (9,382)   $    (9,345)   $   (67,153)   $   (33,965)   $    (168,879)
===============================================================================================================





BASIC NET LOSS PER SHARE             $    (0.000)   $     (0.00)   $     (0.02)   $     (0.01)
==============================================================================================


WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING                     3,568,220      3,336,311      3,568,220      3,336,311
==============================================================================================
</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)



                                                                                              April 9, 1999
                                                            Six months        Six months      (inception) to
                                                          ended January     ended January      January 31,
                                                             31, 2004          31, 2003            2004
------------------------------------------------------------------------------------------------------------

<S>                                                       <C>               <C>               <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES
  Net loss for the period                                 $     (67,153)    $     (33,965)    $    (168,879)
  - Changes in working capital assets and liabilities
       Prepaids                                                  10,678              (836)                -
       Accounts payable                                           6,088            (9,207)           10,619
       Accrued interest                                           1,769                 -             1,936
------------------------------------------------------------------------------------------------------------

NET CASH FLOWS USED IN OPERATING
  ACTIVITIES                                                    (48,618)          (44,008)         (156,324)
------------------------------------------------------------------------------------------------------------


CASH FLOWS FROM FINANCING
  ACTIVITIES
  Common stock sales and subscriptions                                -            46,252            90,233
  Notes payable                                                  45,502             1,976            65,434
------------------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM FINANCING
  ACTIVITIES                                                     45,502            48,228           155,667
------------------------------------------------------------------------------------------------------------

EFFECT OF EXCHANGE RATE CHANGES                                     951                 -               951
------------------------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CASH                                      (2,165)            4,220               294

CASH, BEGINNING OF PERIOD                                         2,459             1,795                 -
------------------------------------------------------------------------------------------------------------

CASH, END OF PERIOD                                       $         294     $       6,015     $         294
============================================================================================================
</TABLE>













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

                                        7
<PAGE>



                             STELLAR RESOURCES LTD.
                         (An Exploration Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                      -------------------------------------

                                JANUARY 31, 2004
--------------------------------------------------------------------------------
                                   (Unaudited)


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  exploration  and  development.
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  deficiency of $78,646 at January 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,  2003  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 six months
ended January 31, 2004 are not necessarily indicative of the results that may be
expected for the year ending July 31, 2004.

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 or  probable  reserves  on its mineral
properties.  Effective August 1, 2002 the Company adopted the provisions of SFAS
No.  143  "Accounting  for  Asset  Retirement   Obligations"  which  establishes
standards for the initial measurement and subsequent  accounting for obligations
associated with the sale, abandonment,  or other disposal of long-lived tangible
assets arising from the acquisition,  construction or development and for normal
operations  of such assets.  The adoption of this  standard has had no effect on
the Company's  financial position or results of operations.  As at July 31, 2003
and January 31, 2004,  any  potential  costs  relating to the  retirement of the
Company's mineral property interest are not yet determinable.


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.


                                        8
<PAGE>



STELLAR RESOURCES LTD.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
JANUARY 31, 2004
--------------------------------------------------------------------------------
(Unaudited)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
--------------------------------------------------------------------------------

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  December  31,  2002.  As the Company did not
grant any stock options during the period no pro-forma disclosure has provided.

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.   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.

Foreign Currency Translation
----------------------------
The financial  statements are presented in United States dollars.  In accordance
with  Statement of Financial  Accounting  Standards  No. 52,  "Foreign  Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar  equivalents  using foreign  exchange  rates which
prevailed at the balance  sheet date.  Revenue and expenses  are  translated  at
average rates of exchange during the year. Related  translation  adjustments are
reported as a separate  component  of  stockholders'  equity,  whereas  gains or
losses resulting from foreign  currency  transactions are included in results of
operations.

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.


                                        9
<PAGE>



STELLAR RESOURCES LTD.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
JANUARY 31, 2004
--------------------------------------------------------------------------------
(Unaudited)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
--------------------------------------------------------------------------------

Recent Accounting Pronouncements
--------------------------------
In August  2001,  the FASB issued SFAS 144  "Accounting  for the  Impairment  or
Disposal of Long-Lived Assets".  This statement  addresses financial  accounting
and reporting for the impairment of long-lived  assets and for long-lived assets
to be  disposed  of.  Under  SFAS  144,  the  Company  is  required  to test for
recoverability  of  long-lived  assets and when the carrying  amount of an asset
exceeds its fair value, and impairment loss is recognized. SFAS 144 is effective
for fiscal  years  beginning  after  December  15,  2001.  The  adoption of this
standard has not had any impact on the Company's  financial  position or results
of  operations  and as January  31,  2004,  the  Company  has not  recorded  any
impairments of long-lived assets.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities." Such standard requires costs associated with
exit or disposal activities (including restructurings) to be recognized when the
costs are  incurred,  rather than at a date of commitment to an exit or disposal
plan.  SFAS No. 146 nullifies EITF Issue No. 94-3,  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including  Certain Costs Incurred in a  Restructuring)."  Under SFAS No. 146, a
liability  related to an exit or disposal  activity is not recognized until such
liability  has  actually  been  incurred  whereas  under EITF  Issue No.  94-3 a
liability  was  recognized  at the time of a  commitment  to an exit or disposal
plan.  The  provisions  of this  standard  are  effective  for exit or  disposal
activities  initiated  after December 31, 2002. The adoption of SFAS 146 did not
have a  material  effect on the  Company's  financial  position  or  results  of
operations.

In May, 2003,  SFAS 150,  "Accounting  for Certain  Financial  Instruments  with
Characteristics  of both  Liabilities  and Equity",  was issued.  This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were previously classified as equity. Generally, a financial instrument, whether
in the form of shares or otherwise,  that is mandatorily  redeemable,  i.e. that
embodies  an  unconditional  obligation  requiring  the  issuer  to redeem it by
transferring its shares or assets at a specified or determinable date (or dates)
or upon an event that is certain to occur, must be classified as a liability (or
asset in some  circumstances).  In some cases,  a financial  instrument  that is
conditionally  redeemable  may  also be  subject  to the  same  treatment.  This
Statement does not apply to features that are embedded in a financial instrument
that is not a derivative (as defined) in its entirety. For public entities, this
Statement is effective for financial  instruments entered into or modified after
May 31, 2003.  The adoption of SFAS 150 did not affect the  Company's  financial
position or results of operations.

FIN 45
------
In  November  2002,  the FASB issued FASB  Interpretation  No. 45,  "Guarantor's
Accounting  for  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others,  an  interpretation of FASB Statements No.
5, 57 and 107 and  rescission  of FASB  Interpretation  No.  34,  Disclosure  of
Indirect  Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 clarifies the
requirements  for a  guarantor's  accounting  for, and  disclosure  of,  certain
guarantees issued and outstanding. It also requires a guarantor to recognize, at
the inception of a guarantee,  a liability for the fair value of the  obligation
undertaken  in issuing the  guarantee.  This  interpretation  also  incorporates
without  reconsideration  the guidance in FASB  Interpretation  No. 34, which is
being  superseded.  The adoption of FIN 45 has not had a material  effect on the
Company's financial position or results of operations.

FIN 46
------
In January 2003, the FASB issued FASB  Interpretation  No. 46,  Consolidation of
Variable Interest Entities,  an interpretation of Accounting  Research Bulletins
("ARB") No. 51,  Consolidated  Financial  Statements  ("FIN 46"). Fin 46 applies
immediately to variable interest entitles created after January 31, 2003, and in
the first interim  period  beginning  after June 15, 2003 for variable  interest
entities created prior to January 31, 2003. The  interpretation  explains how to
identify variable interest entities and how an enterprise  assesses its interest
in a variable interest entity to decide whether to consolidate that entity.  The
interpretation requires existing unconsolidated variable interest entities to be
consolidated by their primary  beneficiaries  if the entities do not effectively
disperse  risks  among  parties   involved.   Variable  interest  entities  that
effectively  disperse risks will not be consolidated unless a single party holds
an interest or combination of interests that  effectively  recombines risks that
were previously dispersed.  The adoption of FIN 46 has not had a material effect
on the Company's financial position or results of operations.




                                       10
<PAGE>



STELLAR RESOURCES LTD.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
JANUARY 31, 2004
--------------------------------------------------------------------------------
(Unaudited)


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 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 January 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 $91,239.


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


The  Company  has  received  a total of  $66,345  (C$88,000)  secured  by demand
promissory  notes bearing  interest at the Bank of Canada prime rate plus 2%. To
January 31, 2004 $1,976 of interest  has been accrued in  connection  with these
loans.


NOTE 5 - CAPITAL STOCK
--------------------------------------------------------------------------------

On April 12, 1999 3,000,000 shares were issued for proceeds of $3,000.

As at July 31, 2002 the Company had received  subscriptions  of $35,981  towards
the issuance of 359,810 shares at $0.10 per share.

During October,  2002 the Company issued of 365,476 shares at $.10 per share and
136,496  shares at $.25 per share for  proceeds of $70,672 of which  $35,981 had
been  received at July 31,  2002.  In January,  2003 the Company  issued  20,000
shares at $0.25 per share for proceeds of $5,000 and 46,248  shares at $0.25 per
share for proceeds of $11,561 in March 2003.

There were no capital stock transactions during the six months ended January 31,
2004.


NOTE 6 - RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

During the year ended July 31, 2003 the Company  incurred  $1,585 in  consulting
fees to the President and a Company director (2002 - nil).

During the six months  ended  January 31, 2004 the Company had no related  party
transactions.

Refer to Note 3.


NOTE 7 - INCOME TAXES
--------------------------------------------------------------------------------

The Company has incurred  operating losses from inception to January 31, 2004 of
approximately  $169,000 which expire between the years 2014 - 2018 and which may
be available to offset 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.









                                       11
<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 January 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$91,239   (US$47,309
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 January 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 $168,858 for the period from April 9, 1999 (inception) to
January 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 January 31, 2004, we had cash on hand of $294, with  liabilities  totaling
$78,919.  Those  liabilities  consist of $10,619 in accounts payable and $68,300
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.



                                       12
<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 late 2004.

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.

Our plan for the next 12 months.  Will  consist of  further  exploration  on the
--------------------------------
properties  over  which  we hold the  mineral  option.  We  intend  to  continue
retaining The Saskatchewan  Research Council to analyze the results of phase one
of our  exploration  program,  and during  phase two,  to find the extent of the
kimberlite  indicators,  and  gather  larger  mini-bulk  and bulk  samples.  The
Saskatchewan Research Council will attempt to conduct further geochemistry tests
to locate  underground  dykes, which are not visible at the surface and magnetic
surveys to trace  them.  During  phase two, we intend to continue to collect and
analyse samples found on the properties covered by our permits,  additionally we
will  consider  further  ground  acquisition  as mineral  dispersion  trains are
developed and possible source areas are identified.

We estimate  that we will  require  approximately  Cdn.  $102,000 to $130,000 to
conduct our exploration  program through to early September 2004.  These amounts
will  be  used  to pay  for  prospecting  and  geological  mapping,  helicopter,
accommodations  and food for field  technician  crew, 4 x 4 rental,  fuel, field
supplies,  including fees to our Project  Geologist  Derrick  Strickland of Cdn.
$500.00 per day, plus out of pocket expenses,  for the days he attends our site.
We plan  to  raise  a  minimum  of Cdn.  $102,000  through  one or more  private
offerings  pursuant to Rule 506 or Regulation D, or through  offshore  offerings
pursuant to Regulation S. Nothing in this prospectus  shall  constitute an offer
of any  securities  for  sale and  such  shares  when  sold  will not have  been
registered  under the Act and may not be offered  or sold in the  United  States
absent registration or an applicable  exemption from registration  requirements.
If we are unable to raise this  amount,  we will most likely  case all  activity
related tour  exploration  program,  or at the very least,  proceed on a reduced
scale.  We have to date relied on a small number of investors to provide us with
financing for the commencement of our exploration  program.  The amounts owed to
these individuals are payable upon demand.




                                       13
<PAGE>




We do not  anticipate  that  we  will  purchase  or  sell  any  mineral  claims,
equipment,  or inventory  within the next three to six months unless we generate
significant revenues.

We do anticipate that we will hire employees in the next nine to twelve months.

We believe our future  success is dependant  upon the support and service of our
key  personnel.  Our  officers  and  directors  can  only be paid if and when we
generate  sufficient  revenue after payment of our day-to-day  working expenses,
including the payment of legal and accounting fees.

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 January 31, 2004:


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

None.

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

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

None.

Exhibits:
-------


31.1      Stellar Resources Ltd. Officer's  Certificate  Pursuant to Section 302
          by Andrew Reid, Chief Executive Officer

31.2      Stellar Resources Ltd. Officer's  Certificate  Pursuant to Section 302
          by Michael Rezac, Chief Financial Officer

32.1      Stellar Resources Ltd. Officer's  Certification  Pursuant to 18 U.S.C.
          Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002 by Andrew Reid, Chief Executive Officer

32.2      Stellar Resources Ltd. Officer's  Certification  Pursuant to 18 U.S.C.
          Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002 by Michael Rezac, Chief Financial Officer


                                       14
<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:   March 16, 2004                      STELLAR RESOURCES LTD.



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

                                             Its:  President, Director and CEO






































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