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**UNITED STATES****SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549****FORM 10-QSB/A**

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date.  The total number of shares of Common Stock, par value $0.001 per share, outstanding as of  March 7, 2006 was 3,568,220.

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**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                                                                                   12				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

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**STELLAR RESOURCES LTD.**(An Exploration Stage Company)**INTERIM FINANCIAL STATEMENTS****JANUARY 31, 2006****(Unaudited)**

**BALANCE SHEETS					INTERIM STATEMENTS OF OPERATIONS					INTERIM STATEMENTS OF CASH FLOWS					NOTES TO INTERIM FINANCIAL STATEMENTS**

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

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|                                                                                                                           | January 31,								2006                                                             | July 31,								2005                                                                           |
|---------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------|
|                                                                                                                           |                                                                                     |                                                                                                |
|                                                                                                                           | (Unaudited)                                                                         |                                                                                                |
| **ASSETS**                                                                                                                |
|                                                                                                                 |                                                                                     |                                                                                                |
| **CURRENT ASSETS**                                                                                                        |                                                                                     |                                                                                                |
|      Cash                                                                                             | $             165  | $               50  |
|                                                                                                                           |                                                                                     |                                                                                                |
|                                                                                                                 |                                                                                     |                                                                                                |
|                                                                                                                           | $             165  | $               50  |
| ===================================================                                                                       | ===========                                                                         | ===========                                                                                    |
|                                                                                                                 |                                                                                     |                                                                                                |
|                                                                                                                 |                                                                                     |                                                                                                |
| **LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**                                                                        |
|                                                                                                                 |                                                                                     |                                                                                                |
| **CURRENT LIABILITIES**                                                                                                   |                                                                                     |                                                                                                |
|      Accounts payable and accrued liabilities                                                         | $         5,961                        | $         6,935                                   |
|      Notes payable (Note 4)                                                                           | 114,835                                                                        | 105,462                                                                                   |
|      Due to related party (Note 5)                                                                    | 27,956                                                                         | 11,071                                                                                    |
|                                                                                                                           |                                                                                     |                                                                                                |
|                                                                                                                 |                                                                                     |                                                                                                |
|                                                                                                  | 148,752                                                                        | 123,468                                                                                   |
|                                                                                                                           |                                                                                     |                                                                                                |
|                                                                                                                 |                                                                                     |                                                                                                |
| **CONTINGENCIES** (Notes 1 and  6)                                                                                   |                                                                                     |                                                                                                |
|                                                                                                                 |                                                                                     |                                                                                                |
| **STOCKHOLDERS’ DEFICIENCY**                                                                                        |                                                                                     |                                                                                                |
|      Capital stock                                                                                    |                                                                                     |                                                                                                |
|            Common stock $.001 par value; 200,000,000 shares authorized  |                                                                                     |                                                                                                |
|            3,568,220 (July 31, 2005 - 3,568,220) issued and outstanding | 3,568                                                                          | 3,568                                                                                     |
|      Additional paid-in capital                                                                       | 86,665                                                                         | 86,665                                                                                    |
|      Deficit accumulated during the exploration stage                                                 | (238,820)                                                                           | (213,651)                                                                                      |
|                                                                                                                           |                                                                                     |                                                                                                |
|                                                                                                                 |                                                                                     |                                                                                                |
|                                                                                                                           | (148,587)                                                                           | (123,418)                                                                                      |
|                                                                                                                           |                                                                                     |                                                                                                |
|                                                                                                                 |                                                                                     |                                                                                                |
|                                                                                                                           | $            165        | $              50        |
| ===================================================                                                                       | ===========                                                                         | ===========                                                                                    |
|                                                                                                                           |                                                                                     |                                                                                                |

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

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

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|                                                        | Three Months							Ended							January 31,							2006                        | Three Months							Ended							January 31,							2005                        | Six Months							Ended							January 31,							2006                                | Six Months							Ended							January 31,							2005                                | April 9, 1999							(inception) to							January 31,							2006 |
|--------------------------------------------------------|------------------------------------------------------------------------------|------------------------------------------------------------------------------|------------------------------------------------------------------------------------|------------------------------------------------------------------------------------|-----------------------------------------------------------------|
|                                                        |                                                                              |                                                                              |                                                                                    |                                                                                    |                                                                 |
|                                              |                                                                              |                                                                              |                                                                                    |                                                                                    |                                                                 |
|                                              |                                                                              |                                                                              |                                                                                    |                                                                                    |                                                                 |
| **EXPENSES**                                           |                                                                              |                                                                              |                                                                                    |                                                                                    |                                                                 |
|      Consulting fees               | $         -      | $         -      | $          -      | $          -      | $      27,780                     |
|      Filing fees                   | -                                                   | -                                                   | -                                                         | -                                                         | 13,994                                                     |
|      General and administrative    | 4,553                                                                   | 982                                                                     | 19,284                                                                        | 9,254                                                                         | 40,840                                                     |
|      Professional fees             | 3,000                                                                   | 2,955                                                                   | 5,885                                                                         | 2,955                                                                         | 111,506                                                    |
|      Mineral property expenditures | -                                                   | -                                                   | -                                                         | 7,695                                                                         | 44,700                                                     |
|                                                        |                                                                              |                                                                              |                                                                                    |                                                                                    |                                                                 |
|                                              |                                                                              |                                                                              |                                                                                    |                                                                                    |                                                                 |
| **NET LOSS FOR THE PERIOD**                            | $    (7,553)                                                  | $    (3,937)                                                  | $   (25,169)                                                             | $   (19,904)                                                             | $   (238,820)                                         |
| ==============================                         | ============                                                                 | ============                                                                 | ============                                                                       | ============                                                                       | ============                                                    |
|                                                        |                                                                              |                                                                              |                                                                                    |                                                                                    |                                                                 |
|   						
****                               |                      |                      |                      |                      |
|-------------------------------------------------------|----------------------|----------------------|----------------------|----------------------|
| **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				6

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

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|                                                                                     | Six Months							Ended							January 31,							2006                                             | Six Months							Ended							January 31,							2005                                                             | April 9, 1999							(inception) to							January 31,							2006                                       |
|-------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|
|                                                                                     |                                                                                                 |                                                                                                                 |                                                                                                       |
|                                                                           |                                                                                                 |                                                                                                                 |                                                                                                       |
| **CASH FLOWS FROM OPERATING ACTIVITIES**                                            | ****                                                                                            |                                                                                                                 |                                                                                                       |
|     Net loss for the period                                          | $         (25,169)                                      | $         (19,904)                                                      | $       (238,820)                                                       |
|     Item not affecting cash                                          |                                                                                                 |                                                                                                                 |                                                                                                       |
|             Accrued interest | 2,289                                                                                      | 1,984                                                                                                      | 10,365                                                                                           |
|     Changes in working capital assets and liabilities                |                                                                                                 |                                                                                                                 |                                                                                                       |
|             Accounts payable | (974)                                                                                           | (1,845)                                                                                                         | 5,961                                                                                            |
|                                                                                     |                                                                                                 |                                                                                                                 |                                                                                                       |
|                                                                           |                                                                                                 |                                                                                                                 |                                                                                                       |
| **NET CASH FLOWS FROM OPERATING ACTIVITIES**                                        | (23,854)                                                                                        | (19,765)                                                                                                        | (222,494)                                                                                             |
|                                                                                     |                                                                                                 |                                                                                                                 |                                                                                                       |
|                                                                           |                                                                                                 |                                                                                                                 |                                                                                                       |
| **CASH FLOWS FROM FINANCING ACTIVITIES**                                            |                                                                                                 |                                                                                                                 |                                                                                                       |
|     Bank indebtedness                                                | -                                                                                          | 2                                                                                                          | -                                                                                                |
|     Common stock sales                                               | -                                                                                          | -                                                                                                          | 90,233                                                                                           |
|     Notes payable                                                    | -                                                                                          | 12,591                                                                                                     | 89,300                                                                                           |
|     Advances from related party                                      | 16,885                                                                                     | 211                                                                                                        | 27,956                                                                                           |
|                                                                                     |                                                                                                 |                                                                                                                 |                                                                                                       |
|                                                                           |                                                                                                 |                                                                                                                 |                                                                                                       |
| **NET CASH FLOWS FROM FINANCING ACTIVITIES**                                        | 16,885                                                                                     | 12,804                                                                                                     | 207,489                                                                                          |
|                                                                                     |                                                                                                 |                                                                                                                 |                                                                                                       |
|                                                                           |                                                                                                 |                                                                                                                 |                                                                                                       |
| **EFFECT OF EXCHANGE RATE CHANGES**                                                 | 7,084                                                                                      | 6,791                                                                                                      | 15,170                                                                                                |
|                                                                                     |                                                                                                 |                                                                                                                 |                                                                                                       |
|                                                                           |                                                                                                 |                                                                                                                 |                                                                                                       |
| **INCREASE (DECREASE) IN CASH**                                                     | 115                                                                                        | (170)                                                                                                           | 165                                                                                              |
|   						
****                                                             |                                                                                                 |                                                                                                                 |                                                                                                       |
| **CASH, BEGINNING OF PERIOD**                                                       | 50                                                                                         | 170                                                                                                        | -                                                                                                |
|                                                                                     |                                                                                                 |                                                                                                                 |                                                                                                       |
|                                                                           |                                                                                                 |                                                                                                                 |                                                                                                       |
| **CASH, END OF PERIOD**                                                             | $               165  | $                  -  | $                165  |
| =============================================                                       | ============                                                                                    | ============                                                                                                    | ============                                                                                          |
| Interest paid****                             | $  -    | $  -    | $  -    |
|-----------------------------------------------|--------------|--------------|--------------|
| ============================================= | ============ | ============ | ============ |
| Income taxes paid****                         | $  -    | $  -    | $  -    |
|-----------------------------------------------|--------------|--------------|--------------|
| ============================================= | ============ | ============ | ============ |

The accompanying notes are an integral part of these interim financial statements				7

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To date, the Company has not generated any revenues from operations and has a working capital and stockholders’ deficiency of $148,587 at January 31, 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 six months ended January 31, 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 January 31, 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. 
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**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 2002, the Financial Accounting Standards Board issued Financial Accounting Standard No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” (“SFAS No. 148”), an amendment of Financial Accounting Standard No. 123 “Accounting for Stock-Based Compensation” (“SFAS No. 123”).  The purpose of SFAS No. 148 is to: (1) provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation, (2) amend the disclosure provisions to require prominent disclosure about the effects on reported net income of an entity’s accounting policy decisions with respect to stock-based employee compensation, and (3) to require disclosure of those effects in interim financial information.  The disclosure provisions of SFAS No. 148 were effective for the Company for the year ended July 31, 2002.  As the Company did not grant any stock options during the period no pro-forma disclosure has provided.			
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The Company has elected to continue to account for stock options granted to employees and officers using the intrinsic value based method in accordance with the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, (“APB No. 25”) and comply with the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148 as described above.  Under APB No. 25, compensation expense is recognized based on the difference, if any, on the date of grant between the estimated fair value of the Company’s stock and the amount an employee must pay to acquire the stock.  Compensation expense is recognized immediately for past services and pro-rata for future services over the option-vesting period.  In addition, with respect to stock options granted to employees, the Company provides pro-forma information as required by SFAS No. 123 showing the results of applying the fair value method using the Black-Scholes option pricing model.  In accordance with SFAS No. 123, the Company applies the fair value method using the Black-Scholes option-pricing model in accounting for options granted to consultants.

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

The Company has also adopted the provisions of the Financial Accounting Standards Board Interpretation No.44, Accounting for Certain Transactions Involving Stock Compensation – An Interpretation of APB Opinion No. 25 (“FIN 44”), which provides guidance as to certain applications of APB 25.**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.

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**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 December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (revised 2004) "Share-Based Payment".  This Statement requires that the cost resulting from all share-based transactions be recorded in the financial statements.  The Statement establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees.  The Statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.  The Statement replaces FASB Statement No. 123 "Accounting for Stock-Based Compensation" and supercedes APB Opinion No. 25 "Accounting for Stock Issued to Employees".  The provisions of this Statement will be effective for the Company beginning with its second quarter ending April 30, 2006.  The Company has not granted stock options to date or issued any share –based payments and accordingly the adoption of SFAS 123 (revised 2004) does not have an impact on its reported results of operations or financial position.**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 January 31, 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 $102,791 (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 January 31, 2006 $12,044 accrued interest is payable. 				During the period the Company recorded a foreign exchange transaction loss of $7,084 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 January 31, 2006, a director advanced funds of $27,956 (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.			
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******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 January 31, 2006 we had a deficit accumulating during the exploration stage of $238,820.  From inception April 9, 1999, we had expended $ 111,506 on legal, audit and accounting fees; $44,700 on resource property expenses; $27,780 consulting fees; and $54,834 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 remainder 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 filed 2003-05-09 ”.			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 

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		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 January 31, 2006**We have not earned any revenues from operations from our incorporation on April 9, 1999 to January 31, 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 January 31, 2006, we recorded an operating loss of $7,553, consisting of general and administrative expenses of $4,553 and professional fees of $3,000. 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 January 31 2006, we had assets of $165 consisting of  $165 cash on hand.  Net stockholders’ equity (deficiency) was  $(148,587) at January 31, 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 ****
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		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 January 31, 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, 2005:**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 the Sarbanes-Oxley Act of 2002.				31.2      Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				32.1      Certification of Chief Executive Officer pursuant to 18 U.S.C. section 1350**,**as adopted 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, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.

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

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**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.					Dated: 					May 19, 2006                                               STELLAR RESOURCES LTD.				                                                                        By:       _/s/ Andrew Reid________________________                                                                                    Andrew Reid				                                                                        Its:        President, Director and CEO

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**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.					Dated: 					May 19, 2006                                               STELLAR RESOURCES LTD.				                                                                        By:       __/s/ Michael Rezac_______________________                                                                                    Michael Rezac				                                                                        Its:        Chief Financial Officer

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