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| **Nevada**                                                           |  | **98-0373867**                       |
|----------------------------------------------------------------------|--|--------------------------------------|
| (State or other jurisdiction of							incorporation or organization) |  | (I.R.S. Employer Identification No.) |
| **3155 East Patrick Lane, Suite 1, Las Vegas, Nevada** | **89120-3481** |
|--------------------------------------------------------|----------------|
| (Address of principal executive offices)               | (Zip Code)     |
| **(702) 898-6004**(Issuer's telephone number) |
|-----------------------------------------------|

Check whether the issuer (1) filed all reports required by Section 13 or 15(d) of the Exchange Act 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.

[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 CORPORATE 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.

[  ]  Yes   [  ]  No.

**APPLICABLE 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: 28,640,196 as of June 6, 2007.				Transitional Small Business Disclosure Format (Check one):

[  ]  Yes   [  ]  No.

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**TABLE OF CONTENTS**

**Part  I – FINANCIAL INFORMATION****Item 1.**        Financial Statements:				                    Balance Sheets                                                                                                               5				                    Statements of Operations                                                                                                6				                    Statement of Stockholders’ Deficit                                                                                  7				                    Statements of Cash Flows                                                                                               8				                    Notes to Financial Statements                                                                                         9**Item 2.**        Management’s Discussion and Analysis or Plan of Operations                                       13**Item 3**.        Control and Procedures                                                                                                14**Part II – OTHER INFORMATION****Item 1.**        Legal Proceedings                                                                                                        15**Item 2**.        Changes in Securities                                                                                                    15**Item 3**.        Defaults Upon Senior Securities                                                                                    15**Item 4**.        Submission of Matters to a Vote of Security Holders                                                     15**Item 5**.        Other Information                                                                                                         15**Item 6**.        Exhibits and Reports on Form 8-K.                                                                              16Signatures                                                                                                                                        16

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**PART I – FINANCIAL INFORMATION**

**Item 1.     Financial Statements**

**STELLAR RESOURCES LTD.(An Exploration Stage Company)					FINANCIAL STATEMENTS					APRIL 30, 2007					(Unaudited)**

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

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| ****                                                                                                                                                                                                              | **APRIL 30** | **JULY 31**      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|------------------|
| ****                                                                                                                                                                                                              | **2007**     | **2006**         |
|                                                                                                                                                                                                                   |              |
| ****                                                                                                                                                                                                              |              | (Unaudited)      |  |  |
| **ASSETS**                                                                                                                                                                                                        | ****         | ****             |  |  |
|                                                                                                                                                                                                         | ****         | ****             |  |  |
| Current                                                                                                                                                                                                           | ****         | ****             |  |  |
|      Cash                                                                                                                                                                                | **$**        | **7**            | $ | 371 |
|      Prepaid expenses                                                                                                                                                                    | ****         | **2,800**        |  | - |
|                                                                                                                                                                                                                   |              |
|                                                                                                                                                                                                         | ****         | ****             |  |  |
|                                                                                                                                                                                                                   | **$**        | **2,807**        | $ | 371 |
| ==============================================                                                                                                                                                                    | ===          | ===========      | === | =========== |
|                                                                                                                                                                                                         | ****         | ****             |  |  |
| **LIABILITIES**                                                                                                                                                                                                   | ****         | ****             |  |  |
|                                                                                                                                                                                                         | ****         | ****             |  |  |
| Current                                                                                                                                                                                                           | ****         | ****             |  |  |
|      Accounts payable and accrued liabilities                                                                                                                                            | **$**        | **3,231**        | $ | 7,292 |
|      Notes payable (Note 3)                                                                                                                                                              | ****         | **19,718**       |  | 119,086 |
|      Due to related parties (Note 4)                                                                                                                                                     | ****         | **109,027**      |  | 59,690 |
|                                                                                                                                                                                                                   |              |
|                                                                                                                                                                                                                   | ****         | **131,976**      |  | 186,068 |
|                                                                                                                                                                                                                   |              |
|                                                                                                                                                                                                         | ****         | ****             |  |  |
| **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, 2006 24,409,320							             common shares) | ****         | ****

**28,640** |  | 21,409 |
| Additional paid-in capital                                                                                                                                                                                        | ****         | **914,166**      |  | 68,824 |
| Deferred stock compensation                                                                                                                                                                                       | ****         | **(345,900)**    |  | - |
| Accumulated other comprehensive loss                                                                                                                                                                              | ****         | **(4,052)**      |  | - |
| Deficit accumulated during the exploration stage                                                                                                                                                                  | ****         | **(722,023)**    |  | (275,930) |
|                                                                                                                                                                                                                   |              |
|                                                                                                                                                                                                                   | ****         | **(129,169)**    |  | (185,697) |
|                                                                                                                                                                                                                   |              |
|                                                                                                                                                                                                         | ****         | ****             |  |  |
|                                                                                                                                                                                                                   | **$**        | **2,807**        | $ | 371 |
| ==========================================================================                                                                                                                                        |

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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								(INCEPTION) |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|-----------------------|----------------------------------------------------------------------------------------------------|
| ****                                                                                                                                                         | **THREE MONTHS ENDED** | **NINE MONTHS ENDED** | TO                                                                                                 |
| ****                                                                                                                                                         | **APRIL 30,**          | APRIL 30,             | **APRIL 30,**                                                                                      | APRIL 30, | APRIL 30, |
| ****                                                                                                                                                         | **2007**               | 2006                  | **2007**                                                                                           | 2006 | 2007 |
|                                                                                                                                                              |
|                                                                                                                                                    |                        |                       |                                                                                                    |  |  |  |  |  |  |  |  |
| **Expenses**                                                                                                                                                 | ****                   | ****                  |                                                                                                    |  |  | **** |  |  |  |  |
|      Consulting fees                                                                                                                | **$**                  | **-**                 | $                                                                                                  | - | $ | **-** | $ | - | $ | 27,780 |
|      Filing fees                                                                                                                    | ****                   | **1,295**             |                                                                                                    | 3,600 |  | **5,266** |  | 3,600 |  | 22,860 |
|      Foreign exchange (gain)							        loss                                             | ****                   | **40**                |                                                                                                    | 2,607 |  | ****
**(2,191)** |  | 9,689 |  | 13,673 |
|      General and administrative                                                                                                     | ****                   | **1,160**             |                                                                                                    | 751 |  | **1,934** |  | 1,091 |  | 18,994 |
|      Interest expense                                                                                                               | ****                   | **201**               |                                                                                                    | 1,245 |  | **1,426** |  | 3,535 |  | 14,428 |
|      Investor relations                                                                                                             | ****                   | **4,586**             |                                                                                                    | - |  | **10,813** |  | - |  | 10,813 |
|      Resource property							        expenditures                                           | ****                   | **-**                 |                                                                                                    | 2,649 |  | ****
**-** |  | 12,221 |  | 131,135 |
|      Professional fees                                                                                                              | ****                   | **8,014**             |                                                                                                    | 2,795 |  | **23,804** |  | 8,680 |  | 77,299 |
|      Stock-based compensation                                                                                                       | ****                   | **61,450**            |                                                                                                    | - |  | **404,100** |  | - |  | 404,100 |
|      Travel and entertainment                                                                                                       | ****                   | **-**                 |                                                                                                    | - |  | **941** |  | - |  | 941 |
|                                                                                                                                                              |                        |
|                                                                                                                                                              | ****                   | **76,746**            |                                                                                                    | 13,647 |  | **446,093** |  | 38,816 |  | 722,023 |
|                                                                                                                                                              |                        |
|                                                                                                                                                    | ****                   | ****                  |                                                                                                    |  |  | **** |  |  |  |  |
| **Net Loss**                                                                                                                                                 | **$**                  | **(76,746)**          | $                                                                                                  | (13,647) | $ | **(446,093)** | $ | (38,816) | $ | (722,023) |
| =======================                                                                                                                                      | ==                     | ==========            | ===                                                                                                | ========== | === | ========== |  | === | ========== | === | =========== |
|                                                                                                                                                    | ****                   | ****                  |                                                                                                    |  |  | **** |  |  |  |  |
| **Basic and Diluted Net Loss								   Per Common Share**                                                                                     | **$**                  | **(0.00)**            | $                                                                                                  | **(0.00)** | $ | ****
**(0.02)** | $ | (0.00) |  |  |
| ========================================================================================                                                                     |
|                                                                                                                                                    | ****                   | ****                  |                                                                                                    |  |  | **** |  |  |  |  |
| **Weighted Average Number								   of Common Shares								   Outstanding – Basic and								   Diluted** | ****                   | ****
**28,640,196**   |                                                                                                    | 21,409,320 |  | ****

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**26,945,046** |  | 21,409,320 |  |  |
| ========================================================================================                                                                     |
|                                                                                                                                                              |                        |                       |                                                                                                    |  |  |  |  |  |  |  |  |

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**STELLAR RESOURCES LTD.(An Exploration Stage Company)						STATEMENT OF STOCKHOLDERS’ DEFICIT****APRIL 30, 2007							(Unaudited)**

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|                                                                                                                                                                                                                | Common stock | Additional									Paid-in | Deferred									Stock | Deficit									Accumulated									During									Exploration | Accumulated									Other									Compre-									hensive |         |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|----------------------------|------------------------|----------------------------------------------------------------|-----------------------------------------------------------|---------|
|                                                                                                                                                                                                                | Shares       | Capital                    | Capital                | Compensation                                                   | Stage                                                     | Loss    | Total |
|                                                                                                                                                                                                                |
|                                                                                                                                                                                                                | $            | $                          | $                      | $                                                              | $                                                         | $       | $ |
|                                                                                                                                                                                                      |              |                            |                        |                                                                |                                                           |         |  |
| Balance, July 31, 2006                                                                                                                                                                                         | 21,409,320   | 21,409                     | 68,824                 | -                                                              | (275,930)                                                 | -       | (185,697) |
|                                                                                                                                                                                                      |              |                            |                        |                                                                |                                                           |         |  |
| Issuance of common stock in								     settlement of notes payable and								     accrued interest at $0.50 per								     share | 1,230,876    | 1,231                      | 101,342                | -                                                              | -                                                         |         | 102,573 |
|                                                                                                                                                                                                      |              |                            |                        |                                                                |                                                           |         |  |
| Issuance of common stock on grant								     of stock award at $0.125 per								     share                                                                 | 6,000,000    | 6,000                      | 744,000                | (750,000)                                                      | -                                                         |         | - |
|                                                                                                                                                                                                      |              |                            |                        |                                                                |                                                           |         |  |
| Amortization of deferred								     compensation                                                                                                                                     | -            | -                          | -                      | 404,100                                                        | -                                                         |         | 404,100 |
|                                                                                                                                                                                                      |              |                            |                        |                                                                |                                                           |         |  |
| Foreign currency translation								     adjustment                                                                                                                                   | -            | -                          | -                      | -                                                              | -                                                         | (4,052) | (4,052) |
|                                                                                                                                                                                                      |              |                            |                        |                                                                |                                                           |         |  |
| Net loss                                                                                                                                                                                                       | -            | -                          | -                      | -                                                              | (446,093)                                                 |         | (446,093) |
|                                                                                                                                                                                                                |
|                                                                                                                                                                                                      |              |                            |                        |                                                                |                                                           |         |  |
| Balance, April 30, 2007                                                                                                                                                                                        | 28,640,196   | 28,640                     | 914,166                | (345,900)                                                      | (722,023)                                                 | (4,052) | (129,169) |
| =============================================================================                                                                                                                                  |

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STELLAR RESOURCES LTD.

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| ****                                                                                                                                                         | ****                  | CUMULATIVE									RESULTS OF									OPERATIONS									FROM APRIL									9, 1999									(INCEPTION) |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------|---------------------------------------------------------------------------------------------------------|
| ****                                                                                                                                                         | **NINE MONTHS ENDED** | TO                                                                                                      |
| ****                                                                                                                                                         | **APRIL 30**          | APRIL 30                                                                                                | APRIL 30, |
| ****                                                                                                                                                         | **2007**              |  2006                                                                                              | 2007 |
|                                                                                                                                                              |
|   							
****                                                                                                                                     | ****                  | ****                                                                                                    | **** |  |  |  |
| **Cash Flows from Operating Activities**                                                                                                                     | ****                  | ****                                                                                                    | **** |  |  |  |
|      Net loss                                                                                                                       | **$**                 | **(446,093)**                                                                                           | **$** | (38,816) | $ | (722,023) |
|                                                                                                                                                    | ****                  | ****                                                                                                    | **** |  |  |  |
| Adjustments to reconcile net loss to net cash used in							   operating activities:                                                          | ****                  | ****                                                                                                    | **** |  |  |  |
|      Realized foreign exchange losses on settlement of							        notes payable          | ****                  | ****
**10,648**                                                                                         | **** | - |  | 10,648 |
|      Unrealized foreign exchange                                                                                                    | ****                  | **(189)**                                                                                               | **** |  |  | (189) |
|      Stock-based compensation                                                                                                       | ****                  | **404,100**                                                                                             | **** | - |  | 404,100 |
| Changes in operating assets and liabilities:                                                                                                                 | ****                  | ****                                                                                                    | **** |  |  |  |
|      Prepaid expenses                                                                                                               | ****                  | **(2,800)**                                                                                             | **** | - |  | (2,800) |
|      Accrued interest                                                                                                               | ****                  | **1,426**                                                                                               | **** | 3,535 |  | 14,428 |
|      Accounts payable and accrued liabilities                                                                                       | ****                  | **(4,061)**                                                                                             | **** | 1,864 |  | 3,231 |
|                                                                                                                                                              |                       |
|      Net cash used in operating activities                                                                                          | ****                  | **(36,969)**                                                                                            | **** | (33,417) |  | (292,605) |
|                                                                                                                                                              |                       |
|                                                                                                                                                    | ****                  | ****                                                                                                    | **** |  |  |  |
| **Cash Flows from Financing Activities**                                                                                                                     | ****                  | ****                                                                                                    | **** |  |  |  |
|      Proceeds from issuance of common stock                                                                                         | ****                  | **-**                                                                                                   | **** | - |  | 90,233 |
|      Proceeds from notes payable                                                                                                    | ****                  | **-**                                                                                                   | **** | - |  | 89,300 |
|      Amounts due to related parties                                                                                                 | ****                  | **49,337**                                                                                              | **** | 23,830 |  | 109,027 |
|                                                                                                                                                              |                       |
|      Net cash provided by financing activities                                                                                      | ****                  | **49,337**                                                                                              | **** | 23,830 |  | 288,560 |
|                                                                                                                                                              |                       |
|                                                                                                                                                    | ****                  | ****                                                                                                    | **** |  |  |  |
| **Effect of Exchange Rate Changes**                                                                                                                          | ****                  | **(12,732)**                                                                                            | **** | 9,689 |  | 4,052 |
|                                                                                                                                                              |                       |
|                                                                                                                                                    | ****                  | ****                                                                                                    | **** |  |  |  |
| **Net Increase (Decrease) in Cash**                                                                                                                          | ****                  | **(364)**                                                                                               | **** | 102 |  | 7 |
| **  **                                                                                                                                             | ****                  | ****                                                                                                    | **** |  |  |  |
| **Cash, Beginning**                                                                                                                                          | ****                  | **371**                                                                                                 | **** | 50 |  | - |
|                                                                                                                                                              |                       |
|                                                                                                                                                    | ****                  | ****                                                                                                    | **** |  |  |  |
| **Cash, Ending**                                                                                                                                             | **$**                 | **7**                                                                                                   | **$** | 152 | $ | 7 |
| ========================================                                                                                                                     | ==                    | ==========                                                                                              | == | ========== | == | =========== |
| **  **                                                                                                                                             | ****                  | ****                                                                                                    | **** |  |  |  |
| **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					APRIL 30, 2007					(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 resource property activities.  Effective January 6, 2003, the Company changed its name from V.I.P.C. Com to Stellar Resources Ltd (the “Company”).  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.					During October 2006, the Company announced that it has initiated efforts to identify acquisition and joint venture opportunities within the energy sector.  Management will be directing the Company's efforts towards identifying oil and gas properties located in Western Canada and the United States.  In addition, the Company is seeking other business opportunities.  Refer to Note 7.					Effective October 20, 2006, the Board of Directors authorized a 1 for 6 forward stock split on the issued and outstanding common shares.  The authorized number of common shares remains at 200,000,000 common shares with a par value of $0.001.  All references in the accompanying financial statements to the number of common shares have been restated to reflect the forward stock split.					To date, the Company has not generated any revenues from operations and had a working capital deficit of $129,169 and an accumulated deficit of $722,023 at April 30, 2007.  The Company’s continuance of operations is contingent on raising additional working capital, and on the future development of its resource 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.					The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

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**STELLAR RESOURCES LTD.(An Exploration Stage Company)					NOTES TO FINANCIAL STATEMENTS					APRIL 30, 2007					(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, 2006 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 nine months ended April 30, 2007 are not necessarily indicative of the results that may be expected for the year ending July 31, 2007.

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**2.       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.

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**3.       NOTES PAYABLE**

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> 
As of April 30, 2007 the Company had received a total of $16,130 (Cdn$18,000), (July 31, 2006:- $103,846, (Cdn$105,000 and US$11,000, repayable in their respective currencies)) at various dates from unrelated third parties by way of demand promissory notes bearing interest at the Bank of Canada prime rate plus 2% (6.5% as of April 30, 2007).  As at April 30, 2007:- $3,588 (July 31, 2006:-$15,240) 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.

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**STELLAR RESOURCES LTD.(An Exploration Stage Company)					NOTES TO FINANCIAL STATEMENTS					APRIL 30, 2007					(Unaudited)**

**3.       NOTES PAYABLE (continued)**

> 
During the nine months ended April 30, 2007, the Company recorded foreign exchange transaction gain of $2,191 (2006: loss of $9,689) in connection with these notes payable and accrued interest payable as a result of fluctuations in the foreign exchange rate.

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**4.       RELATED PARTY TRANSACTIONS**
> 
During the nine months ended April 30, 2007, a director advanced funds to the Company totaling $49,336 (July 31, 2006: - $nil).  At April 30, 2007, an amount of $59,690 (July 31, 2006: - $59,690) was owing to a former 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 post-split 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 shares 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 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’ deficit until earned by the Company’s President. At such time, the appropriate amounts will be charged to operations.

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**5.       CAPITAL STOCK**
> 
a)      Effective October 20, 2006, the Company completed a forward split of its shares of common stock at a ratio of a six (6) new shares, for each one (1) old share currently held.					b)      On October 3, 2006, under a restricted stock award agreement, the Company issued 6,000,000 post-split shares of restricted common stock with a fair value of $750,000 to the Company’s President. (See Note 4).					c)      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.					Stock-based compensation expense during the nine months ended April 30, 2007 totaled $404,100 (2005 - nil) and the remaining unearned amount of $345,900 has been recorded as deferred stock compensation.

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**STELLAR RESOURCES LTD.(An Exploration Stage Company)					NOTES TO FINANCIAL STATEMENTS					APRIL 30, 2007					(Unaudited)**

**6.       CONTINGENCIES**

> 
The Company operates in the field of resource 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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**7.       COMMITMENTS**
> 
a)   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, will 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 value 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 conducting its due diligence, which is still ongoing.  As at April 30, 2007, the Company has not made any payment pursuant to this agreement in either cash or common stock of the Company.					b)   On November 9, 2006, the Company entered into an investor relations services contract commencing immediately.  The Company will 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.

**8.       COMPARATIVE AMOUNTS**
> 
The comparative amounts have been reclassified to conform with the presentation adopted in the current period.

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. Resource

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**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**Effective October 20, 2006, the Company completed a forward split of its shares of common stock at a ratio of a six (6) new shares for each one (1) old share currently held.				On October 3, 2006, under a restricted stock award agreement, the Company issued 6,000,000 post-split shares of restricted common stock with a fair value of $750,000 to the Company’s President. Stock-based compensation expense recognized during the three months ended April 30, 2007 totaled $61,450 (2006 - $nil) and a remaining $345,900 has been recorded as deferred stock compensation in connection with this  stock award.				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.**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 months ended April 30, 2007.**Item 5.     Other Information****Reports on Form 8-K**Reports on Form 8-K were filed by the Issuer February 21, 2007.

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|                 | 31.1        | Certification of Chief Executive Officer, Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   |
|--------------------------------------------------------------------------------------------|------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                  |                                                |                                                                                                                                                                                |
|                                                                                            | 32.1                                           | Certification of Chief Executive Officer, Chief Financial Officer pursuant to 18 U.S.C. section 1350**,**as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002. |

**SIGNATURES**

In Accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.				Dated:  June 14, 2007				                                                                        STELLAR RESOURCES LTD.				                                                                        By:   /s/ Kathy Whyte                                                                                                        Kathy Whyte				                                                                             President, Director, CEO and CFO

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