UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB  [ X ]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2006  [   ]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. 0-51400  Stellar Resources Ltd. (Name of Small Business Issuer in its charter)  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
        89120-348(Address of principal executive offices)
        (Zip Code)  Issuers telephone number:(702) 898-6004   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 ofJune 12, 2006was 3,568,220.       TABLE OF CONTENTS



Part  I  FINANCIAL INFORMATION




Item 1.
        Financial Statements:


Balance Sheets
        5


Interim Statements of Operations
        6


Interim Statements
        7


Notes to Interim Financial Statements
        8


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


Item 3.
        Control and Procedures
        13

Part II  OTHER INFORMATION




Item 1.
        Legal Proceedings
        13


Item 2.
        Changes in Securities
        13


Item 3.  Defaults Upon Senior Securities
        13


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


Item 5.
        Other Information
        13


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


SIGNATURES
        14



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.



THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY







STELLAR RESOURCES LTD.



(An Exploration Stage Company)



INTERIM FINANCIAL STATEMENTS



APRIL 30, 2006



(Unaudited)













BALANCE SHEETS



INTERIM STATEMENTS OF OPERATIONS



INTERIM STATEMENTS OF CASH FLOWS



NOTES TO INTERIM FINANCIAL STATEMENTS






STELLAR RESOURCES LTD.



(An Exploration Stage Company)



BALANCE SHEETS






April 30,
2006
        
        July 31,
2005(Unaudited)ASSETSCURRENT ASSETSCash
        $
        152
        $
        50$
        152
        $
        50LIABILITIES AND STOCKHOLDERS DEFICIENCYCURRENT LIABILITIESAccounts payable and accrued liabilities
        $
        8,799
        $
        6,935Notes payable (Note 4)
        
        118,686
        
        105,462Due to related party (Note 5)
        
        34,901
        
        11,071162,386
        
        123,468CONTINGENCIES(Notes 1 and  6)STOCKHOLDERS DEFICIENCYCapital stockCommon stock $.001 par value; 200,000,000 shares authorized3,568,220 (July 31, 2005 - 3,568,220) issued and outstanding
        
        3,568
        
        3,568Additional paid-in capital
        
        86,665
        
        86,665Deficit accumulated during the exploration stage
        
        (252,467)
        
        (213,651)(162,234)
        
        (123,418)$
        152
        $
        50









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





STELLAR RESOURCES LTD.



(An Exploration Stage Company)



INTERIM STATEMENTS OF OPERATIONS



(Unaudited)






Three Months
Ended
April 30, 2006
        
        Three Months Ended April 30, 2005
        
        Nine Months Ended April 30, 2006
        
        Nine Months Ended April 30, 2005
        
        April 9, 1999 (inception) to April 30, 2006EXPENSESConsulting fees
        $
        -
        $
        -
        $
        -
        $
        -
        $
        27,780Filing fees
        
        3,600
        
        3,700
        
        3,600
        
        3,700
        
        17,594General and administrative
        
        4,603
        
        (988)
        
        14,315
        
        8,268
        
        45,443Mineral property expenditures
        
        2,649
        
        -
        
        12,221
        
        7,695
        
        111,155Professional fees
        
        2,795
        
        4,319
        
        8,680
        
        7,274
        
        50,495NET LOSS FOR THE PERIOD
        $
        (13,647)
        $
        (7,031)
        $
        (38,816)
        $
        (26,937)
        $
        (252,467)BASIC NET LOSS PER SHARE
        $
        (0.00)
        $
        (0.00)
        $
        (0.01)
        $
        (0.01)WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
        
        3,568,220
        
        3,568,220
        
        3,568,220
        
        3,568,220











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







STELLAR RESOURCES LTD.

(An Exploration Stage Company)



INTERIM  STATEMENTS OF CASH FLOWS



(Unaudited)






Nine Months Ended April 30, 2006
        
        Nine Months Ended April 30, 2005
        
        April 9, 1999 (inception) to
April 30, 2006CASH FLOWS FROM OPERATING ACTIVITIESNet loss for the period
        $
        (38,816)
        $
        (26,937)
        $
        (252,467)Item not affecting cashAccrued interest
        
        3,535
        
        3,007
        
        11,611Changes in working capital assets and liabilitiesAccounts payable
        
        1,864
        
        (2,603)
        
        8,799NET CASH FLOWS USED IN OPERATING ACTIVITIES
        
        (33,417)
        
        (26,533)
        
        (232,057)CASH FLOWS FROM FINANCING ACTIVITIESCommon stock sales
        
        -
        
        -
        
        90,233Notes payable
        
        -
        
        12,591
        
        89,300Advances from related party
        
        23,830
        
        9,021
        
        34,901NET CASH FLOWS FROM FINANCING ACTIVITIES
        
        23,830
        
        21,612
        
        214,434EFFECT OF EXCHANGE RATE CHANGES
        
        9,689
        
        4,774
        
        17,775INCREASE (DECREASE) IN CASH
        
        102
        
        (147)
        
        152CASH, BEGINNING OF PERIOD
        
        50
        
        170
        
        -CASH, END OF PERIOD
        $
        152
        $
        23
        $
        152SUPPLEMENTAL CASH FLOW INFORMATION:Interest paid
        $
        -
        $
        -
        $
        -Income taxes paid
        $
        -
        $
        -
        $
        -







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









NOTE 1 - NATURE OF CONTINUED OPERATIONS AND BASIS OF PRESENTATION



The Company was incorporated in the State of Nevada on April 9, 1999 and is in the exploration stage of its mineral property activities. Effective January 6, 2003 the Company changed its name from V.I.P.C. Com to Stellar Resources Ltd. 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.



To date, the Company has not generated any revenues from operations and has a working capital and stockholders deficiency of $162,234 at April 30, 2006. The Companys continuance of operations is contingent on raising additional working capital, and on the future development of its mineral property interest located in British Columbia, Canada. Accordingly, these factors raise substantial doubt about the Companys ability to continue as a going concern. The Company is currently negotiating with several parties to provide equity financing sufficient to finance additional exploration work and provide working capital for the next twelve months. Although there is no assurance that managements plans will be realized, management believes that the Company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability
and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.



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, 2005 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, 2006 are not necessarily indicative of the results that may be expected for the year ending July 31, 2006.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Mineral Property Costs

Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified. To date the Company has not established any proven reserves on its mineral properties. The Company has 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 April 30, 2006, any potential costs relating to the retirement of the Companys mineral property interest is not 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 Companys financial instruments include cash, accounts payable, and accrued liabilities, notes payable and an amount due to a related party. 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.







NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont)



Use of Estimates and Assumptions

The preparation of financial statements in conformity with United States 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. Accordingly, actual results could differ from those estimates.



Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with SFAS 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 period. 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.



Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, Share-Based Payment, which replaced SFAS No. 123, Accounting for Stock-Based Compensation and superseded APB Opinion No. 25, Accounting for Stock Issued to Employees. In January 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, Share-Based Payment, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15,
2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R. The pro-forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption options. Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while
the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company has adopted the requirements of SFAS No. 123R for the second quarter beginning on February 1, 2006.



Prior to the adoption of SFAS No. 123R, the Company measured compensation expense for its employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. The Company applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of the Companys employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.



The Company has not granted any stock options since inception and has not recorded any stock-based compensation.



Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred 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. Deferred 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 deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.







NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont)



Recent Accounting Pronouncements



In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153 Exchanges of Non-monetary Assets - an amendment of APB Opinion No. 29. This Statement amended APB Opinion 29 to eliminate the exception of non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The Company has determined that the adoption of SFAS 153 does not have an impact on its results of operations or financial position.



In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140, to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, Accounting for the Impairment or Disposal of Long-Lived Assets, to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired
or issued after the beginning of an entitys first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Companys future reported financial position or results of operations.



In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of
declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entitys first fiscal year beginning after September 15, 2006. This adoption of this statement is not expected to have a significant effect on the Companys future reported financial position or results of operations.



NOTE 3  MINERAL PROPERTY



By an agreement dated June 28, 2002 with Diamant Resources Ltd., a company with a director in common, the Company acquired an option to acquire a 50% interest in certain mineral claims located in the Fort St. John region of British Columbia, Canada. In order to earn a 50% interest, the Company must pay $3,298 (C$5,000) by June 30, 2002 (paid), $3,619 (C$5,000) by July 30, 2003 (paid), and must incur certain other property expenditures. As of April 30, 2006, 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 $101,589.







NOTE 4  NOTES PAYABLE



The Company has received a total of $104,918 (C$105,000 and US$11,000, repayable in their respective currencies) secured by demand promissory notes bearing interest at the Bank of Canada prime rate plus 2%. To April 30, 2006 $13,768 accrued interest is payable.



During the period the Company recorded a foreign exchange transaction loss of $9,689 in connection with these notes payable as a result of fluctuations in the foreign exchange rate.



NOTE 5  DUE TO RELATED PARTY



During the period ended April 30, 2006, a director advanced funds of $34,901 (July 31, 2005 - $11,071). This advance is unsecured, non-interest bearing and have no specific terms of repayment.



NOTE 6  CONTINGENCIES



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



THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY




Item 2.  Management Discussion and Analysis or Plan of Operation



The following plan of operation should be read in conjunction with the Financial Statements and accompanying notes and the other financial information appearing elsewhere in this quarterly report.



From inception, April 9, 1999 to April 30, 2006 we had a deficit accumulating during the exploration stage of $252,467. From inception April 9, 1999, we had expended $50,495 on legal, audit and accounting fees; $111,155 on resource property expenses; $27,780 consulting fees; and $63,037 on filing fees and office expenses.



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 capital in the next 12 months in the forms of investment by others in private placements, or loans.



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



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 samples from our property will be undertaken with a view to understanding 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.



In the second phase of the program which consisted of the collection of thirty diamond indictor samples we utilized 4x4 vehicles and a helicopter  stream sediment and glacial till samples were 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. Further sampling will allow us to develop an understanding of the magnitude of property scale anomalies.



In addition, further 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.



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 2006.



The estimates costs for the above Phases are as set out under GEOLOGICAL EVALUATION REPORT  Phase, in our  previously filed SB-2 Registration Statement,  SEC Accession No. 0001127855-03-000288 and filed2003-05-09.



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



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



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



Results of Operations For Period Ending April 30, 2006



We have not earned any revenues from operations from our incorporation on April 9, 1999 to April 30, 2006. Our activities have been financed from proceeds of share subscriptions and loans. We do not anticipate earning revenues until such time as we have entered into the commercial production of our Claim Groups. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our Claim Groups.



Net Loss



For the three months ended April 30, 2006, we recorded an operating loss of $13,647 consisting of general and administrative expenses of $8,203, resource property expenses of $2,649, and professional fees of $2,795. We did not generate any revenues during these periods. There can be no assurance that we will ever achieve profitability or that revenues will be generated and sustained in the future. We are dependent upon obtaining additional and future financing to pursue our exploration activities.



Liquidity and Further Capital Resources



At April 30 2006, we had assets of $152 consisting of  $152 of cash on hand. Net stockholders equity (deficiency) was  $(162,234) at April 30, 2006. We are an exploration stage company and, since inception, have experienced significant changes in liquidity, capital resources and shareholders equity.





Management has relied upon debt financing from shareholders secured by Promissory Notes totaling C$105,000 and  US$11,000 together with interest calculated on the basis of a 365 or 366 day year on the unpaid principal balance from day to day and computed from the date of the Promissory Note until the principal amount is paid completely at Bank of Canada prime rate per annum plus two percent. These notes are payable upon demand. Part of the proceeds were used to complete the final stages of our Phase One exploration program for truck rentals, meals, accommodation, communication, field supplies, maps, printing sample shipping, reports and project management, plus out of pocket expenses and the day to day costs associated with this filing. We seek additional equity or debt financing of up to $500,000 which we plan to use towards the remainder of the second phase exploration program. If we are not able to get
further financing, we may not be able to continue as a going concern and we may have to delay exploration or cease our operations and liquidate our business.




Item 3.
        Control and Procedures

(a) Evaluation of Disclosure Controls and Procedures. The Companys chief executive officer and chief financial officer have evaluated the effectiveness of the design and operation of the Companys disclosure controls and  procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this quarterly  report. Based on that evaluation, the chief executive officer and chief financial officer have concluded that the Companys disclosures and procedures are effective. Also, based on that evaluation, the chief executive officer and chief financial officer have concluded that the Companys disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Companys management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



(b) Changes in Internal Controls. There have been no changes in the Companys internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 that occurred during the Companys quarter ended April 30, 2006 for which this report is filed that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



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 nine-month period ended April 30, 2006:



Item 5. Other Information



None.



Item 6. Exhibits and Report on Form 8-K




31.1
        Certification of Chief Executive Officer pursuant to Section 302 of theSarbanes-Oxley Act of 2002.


31.2
        Certification of Chief Financial Officer pursuant to Section 302 of theSarbanes-Oxley Act of 2002.


32.1
        Certification of Chief Executive Officer pursuant to 18 U.S.C. section 1350,asadopted pursuant to section 906 of the Sarbanes-Oxley act of 2002


32.2
        Certification of Chief Financial Officer pursuant to U. S. C. section 1350, asadopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.

There were no reports filed on Form 8-K during this period.



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:
        June 13, 2006
        STELLAR RESOURCES LTD.




By:
        /s/  Andrew ReidAndrew Reid


Its:
        President, Director and CEO





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:
        June 13, 2006
        STELLAR RESOURCES LTD.




By:
        /s/  Michael RezacMichael Rezac


Its:
        Chief Financial Officer