**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 OCTOBER 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)

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| Nevada                                                                 |  | 98-0373867                           |
|------------------------------------------------------------------------|--|--------------------------------------|
| (State or other jurisdiction of									incorporation or organization) |  | (I.R.S. Employer Identification No.) |
| 3155 East Patrick Lane, Suite 1, Las Vegas, Nevada | 89120-3481 |
|----------------------------------------------------|------------|
| (Address of principal executive offices)           | (Zip Code) |
| 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 of December****12, 2006 was 28,640,196.

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**TABLE OF CONTENTS**

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

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

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

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| ****                                                                                                                                                                                                              | **OCTOBER 31,** | **JULY 31**     |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------|-----------------|
| ****                                                                                                                                                                                                              | **2006**        | **2006**        |
|                                                                                                                                                                                                                   |                 |                 |  |
|   							
****                                                                                                                                                                                          |                 | (Unaudited)     |  |  |
| **ASSETS**                                                                                                                                                                                                        | ****            | ****            |  |  |
|                                                                                                                                                                                                         | ****            | ****            |  |  |
| Current                                                                                                                                                                                                           | ****            | ****            |  |  |
|      Cash                                                                                                                                                                                | **$**           | **2,037**       | $ | 371 |
|      Prepaid expenses                                                                                                                                                                    | ****            | **3,600**       |  | - |
|                                                                                                                                                                                                                   |                 |
|                                                                                                                                                                                                         | ****            | ****            |  |  |
|                                                                                                                                                                                                                   | **$**           | **5,637**       | $ | 371 |
| ==========================================================================                                                                                                                                        |
|                                                                                                                                                                                                         | ****            | ****            |  |  |
| **LIABILITIES**                                                                                                                                                                                                   | ****            | ****            |  |  |
|                                                                                                                                                                                                         | ****            | ****            |  |  |
| Current                                                                                                                                                                                                           | ****            | ****            |  |  |
|      Accounts payable and accrued liabilities                                                                                                                                            | **$**           | **12,941**      | $ | 7,292 |
|      Notes payable (Note 5)                                                                                                                                                              | ****            | **19,121**      |  | 119,086 |
|      Due to related parties (Note 6)                                                                                                                                                     | ****            | **68,505**      |  | 59,690 |
|                                                                                                                                                                                                                   |                 |
|                                                                                                                                                                                                                   | ****            | **100,567**     |  | 186,068 |
|                                                                                                                                                                                                                   |                 |
|                                                                                                                                                                                                         | ****            | ****            |  |  |
| **STOCKHOLDERS’ DEFICIT**                                                                                                                                                                                   | ****            | ****            |  |  |
|                                                                                                                                                                                                         | ****            | ****            |  |  |
| Capital stock (Note 7)                                                                                                                                                                                            | ****            | ****            |  |  |
|      Authorized:                                                                                                                                                                         | ****            | ****            |  |  |
|           200,000,000 common shares with a par value of $0.001							             per share    | ****            | ****            |  |  |
|                                                                                                                                                                                                         | ****            | ****            |  |  |
|      Issued and outstanding:                                                                                                                                                             | ****            | ****            |  |  |
|           28,640,196 common shares (July 31, 2006 24,409,320							             common shares) | ****            | ****
**28,640** |  | 21,409 |
| Additional paid-in capital                                                                                                                                                                                        | ****            | **914,166**     |  | 68,824 |
| Deferred stock compensation                                                                                                                                                                                       | ****            | **(468,800)**   |  | - |
| Accumulated other comprehensive loss                                                                                                                                                                              | ****            | **(3,863)**     |  | - |
| Deficit accumulated during the exploration stage                                                                                                                                                                  | ****            | **(565,073)**   |  | (275,930) |
|                                                                                                                                                                                                                   |                 |
|                                                                                                                                                                                                                   | ****            | **(94,930)**    |  | (185,697) |
|                                                                                                                                                                                                                   |                 |
|                                                                                                                                                                                                         | ****            | ****            |  |  |
|                                                                                                                                                                                                                   | **$**           | **5,637**       | $ | 371 |
| ==========================================================================                                                                                                                                        |

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

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| ****                                                                              |                        | CUMULATIVE								RESULTS OF								OPERATIONS								FROM APRIL 9,								1999								(INCEPTION) |
|-----------------------------------------------------------------------------------|------------------------|----------------------------------------------------------------------------------------------------|
| ****                                                                              | **THREE MONTHS ENDED** | TO                                                                                                 |
| ****                                                                              | **OCTOBER 31**         | OCTOBER 31                                                                                         | OCTOBER 31, |
| ****                                                                              | **2006**               | 2005                                                                                               | 2006 |
|                                                                                   |
|                                                                         |                        |                                                                                                    |  |  |  |  |
| **Expenses**                                                                      | ****                   | ****                                                                                               |  |  |  |  |
|      Consulting fees                                     | **$**                  | **-**                                                                                              | $ | - | $ | 27,780 |
|      Filing fees                                         | ****                   | **1,313**                                                                                          |  | - |  | 18,907 |
|      General and administrative                          | ****                   | **(2,093)**                                                                                        |  | 5,159 |  | 30,831 |
|      Interest expense                                    | ****                   | **1,018**                                                                                          |  | - |  | 14,020 |
|      Mineral property expenditures                       | ****                   | **-**                                                                                              |  | 9,572 |  | 131,135 |
|      Professional fees                                   | ****                   | **7,705**                                                                                          |  | 2,885 |  | 61,200 |
|      Stock-based compensation                            | ****                   | **281,200**                                                                                        |  |  |  | 281,200 |
|                                                                                   |                        |
|                                                                                   | ****                   | **289,143**                                                                                        |  | 17,616 |  | 565,073 |
|                                                                                   |                        |
|                                                                         | ****                   | ****                                                                                               |  |  |  |  |
| **Net Loss**                                                                      | **$**                  | **(289,143)**                                                                                      | $ | (17,616) | $ | (565,073) |
| ============================================================================      |
|                                                                         | ****                   | ****                                                                                               |  |  |  |  |
| **Basic and Diluted Net Loss Per Common								Share**                       | **$**                  | **(0.01)**                                                                                         | $ | (0.00) |  |  |
| ============================================================================      |
|                                                                         | ****                   | ****                                                                                               |  |  |  |  |
| **Weighted Average Number of Common Shares Outstanding – Basic and Diluted** | ****                   | ****
**23,610,021**                                                                                |  | 21,409,320 |  |  |
| ============================================================================      |

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**STELLAR RESOURCES LTD.						(An Exploration Stage Company)						STATEMENT OF STOCKHOLDERS’ DEFICIT						OCTOBER 31, 2006						(Unaudited)**

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|                                                                                                                                                     | Common stock | Additional								Paid-in | Deferred								Stock | Deficit Accumulated During Exploration | Other								compre								hensive								income |                      |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------------|---------------------------|-----------------------|----------------------------------------|--------------------------------------------------|----------------------|
|                                                                                                                                                     | Shares       | Capital                   | Amount                | Compensation                           | Stage                                            | (loss)               | Total |
|                                                                                                                                                     |
|                                                                                                                                                     | $            | $                         | $                     | $                                      | $                                                | $                    | $ |
|                                                                                                                                           |              |                           |                       |                                        |                                                  |                      |  |
| Balance, July 31, 2006                                                                                                                              | 21,409,320   | 68,824                    | 21,409                | -                                      | (275,930)                                        | -                    | (185,697) |
|                                                                                                                                           |              |                           |                       |                                        |                                                  |                      |  |
| Issuance of common stock in							  settlement of notes payable and							  accrued interest @ $0.50per							  share | 1,230,876    | 101,342                   | 1,231                 | -                                      | -                                                |                      | 102,573 |
|                                                                                                                                           |              |                           |                       |                                        |                                                  |                      |  |
| Issuance of common stock on							  grant of stock award @ $0.125							  per share                                             | 6,000,000    | 744,000                   | 6,000                 | (750,000)                              | -                                                |                      | - |
|                                                                                                                                           |              |                           |                       |                                        |                                                  |                      |  |
| Deferred compensation                                                                                                                               | -            | -                         | -                     | 281,200                                | -                                                |                      | 281,200 |
|                                                                                                                                           |              |                           |                       |                                        |                                                  |                      |  |
| Foreign currency translation adjustment                                                                                                             | -            | -                         | -                     | -                                      | -                                                | (3,863)              | (3,863) |
|                                                                                                                                           |              |                           |                       |                                        |                                                  |                      |  |
| Net loss                                                                                                                                            | -            | -                         | -                     | -                                      | (289,143)                                        |                      | (289,143) |
|                                                                                                                                                     |
|                                                                                                                                           |              |                           |                       |                                        |                                                  |                      |  |
| Balance, October 31, 2006                                                                                                                           | 28,640,196   | 914,166                   | 28,640                | (468,800)                              | (565,073)                                        |    (3,863) | (94,930) |
|                                                                                                                                                     |

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

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| ****                                                                                                                                                         | **THREE MONTHS ENDED** | CUMULATIVE								RESULTS OF								OPERATIONS								FROM APRIL 9,								1999								(INCEPTION) |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|----------------------------------------------------------------------------------------------------|
| ****                                                                                                                                                         | **OCTOBER 31**         |   OCTOBER 31                                                                                  | TO |
| ****                                                                                                                                                         | **2006**               |  2005                                                                                         | OCTOBER 31, |
|                                                                                                                                                              |
|   							
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| **Cash Flows from Operating Activities**                                                                                                                     | ****                   | ****                                                                                               | **** |  |  |  |
|      Net loss                                                                                                                       | **$**                  | **(289,143)**                                                                                      | **$** | (17,616) | $ | (565,073) |
|                                                                                                                                                    | ****                   | ****                                                                                               | **** |  |  |  |
| **Adjustments to Reconcile Net Loss to Net Cash								   Provided by (Used in) Operating Activities**                                        | ****                   | ****                                                                                               | **** |  |  |  |
|      Realized foreign exchange losses on settlement of							        notes payable          | ****                   | ****
**10,648**                                                                                    | **** | - |  | 10,648 |
|      Stock-based compensation                                                                                                       | ****                   | **281,200**                                                                                        | **** | - |  | 281,200 |
|      Prepaid expenses                                                                                                               | ****                   | **(3,600)**                                                                                        | **** | - |  | (3,600) |
|      Accrued interest                                                                                                               | ****                   | **1,018**                                                                                          | **** | 1,108 |  | 14,020 |
|      Accounts payable and accrued liabilities                                                                                       | ****                   | **5,649**                                                                                          | **** | 411 |  | 12,941 |
|                                                                                                                                                              |                        |
|      Net cash provided by (used in) operating activities                                                                            | ****                   | **5,772**                                                                                          | **** | (16,097) |  | (249,864) |
|                                                                                                                                                              |                        |
|                                                                                                                                                    | ****                   | ****                                                                                               | **** |  |  |  |
| **Cash Flows from Financing Activities**                                                                                                                     | ****                   | ****                                                                                               | **** |  |  |  |
|      Proceeds from issuance of common stock                                                                                         | ****                   | **-**                                                                                              | **** | - |  | 90,233 |
|      Proceeds from notes payable                                                                                                    | ****                   | **-**                                                                                              | **** | - |  | 89,300 |
|      Amounts due to related parties                                                                                                 | ****                   | **8,815**                                                                                          | **** | 12,328 |  | 68,505 |
|                                                                                                                                                              |                        |
|      Net cash provided by financing activities                                                                                      | ****                   | **8,815**                                                                                          | **** | 12,328 |  | 248,038 |
|                                                                                                                                                              |                        |
|                                                                                                                                                    | ****                   | ****                                                                                               | **** |  |  |  |
| **Effect of Exchange Rate Changes**                                                                                                                          | ****                   | **(12,921)**                                                                                       | **** | 3,781 |  | 3,863 |
|                                                                                                                                                              |                        |
|                                                                                                                                                    | ****                   | ****                                                                                               | **** |  |  |  |
| **Net Increase in Cash**                                                                                                                                     | ****                   | **1,666**                                                                                          | **** | 12 |  | 2,037 |
| **  **                                                                                                                                             | ****                   | ****                                                                                               | **** |  |  |  |
| **Cash, Beginning**                                                                                                                                          | ****                   | **371**                                                                                            | **** | 50 |  | - |
|                                                                                                                                                              |                        |
| **  **                                                                                                                                             | ****                   | ****                                                                                               | **** |  |  |  |
| **Cash, Ending**                                                                                                                                             | **$**                  | **2,037**                                                                                          | **$** | 62 | $ | 2,037 |
| ===============================================================================                                                                              |
| **  **                                                                                                                                             | ****                   | ****                                                                                               | **** |  |  |  |
| **  **                                                                                                                                             | ****                   | ****                                                                                               | **** |  |  |  |
| **Supplemental Disclosures of Cash Flow								Information**                                                                                                 | ****                   | ****                                                                                               | **** |  |  |  |
|      Interest paid                                                                                                                  | **$**                  | **-**                                                                                              | **$** | - | $ | - |
|      Income taxes paid                                                                                                              | **$**                  | **-**                                                                                              | **$** | - | $ | - |
| ===============================================================================                                                                              |
|                                                                                                                                                    | ****                   | ****                                                                                               | **** |  |  |  |
| **Supplemental Disclosure for Non-Cash Investing								   and Financing Activities**                                                         | ****                   | ****                                                                                               | **** |  |  |  |
|                                                                                                                                                    | ****                   | ****                                                                                               | **** |  |  |  |
|      Common shares issued on settlement of notes							        payable and accrued interest | ****
**$**             | ****
**102,573**                                                                                   | ****
**$** | - | $ | 102,573 |
| ===============================================================================                                                                              |
|                                                                                                                                                              |                        |                                                                                                    |  |  |  |  |  |

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**STELLAR RESOURCES LTD.					(An Exploration Stage Company)					NOTES TO FINANCIAL STATEMENTS					OCTOBER 31, 2006					(Unaudited)**

**1.       ****NATURE OF CONTINUED OPERATIONS AND BASIS OF PRESENTATION**

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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.					During October 2006, the Company announced that it has initiated efforts to identify acquisition and joint venture opportunities within the energy sector.  Management will be directing the Company's efforts towards identifying oil and gas properties located in Western Canada and the United States. Based on preliminary information, a review is currently being initiated on a number of properties located in Alberta, Canada as well as others located in Texas, Wyoming, Utah, and Colorado.					Effective October 20, 2006, the Board of Directors authorized a 1 for 6 forward stock split on the common shares.  The authorized number of common shares remain at 200,000,000 common shares with a par value of $0.001.  All references in the accompanying financial statements to the number of common shares have been restated to reflect the forward stock split.					To date, the Company has not generated any revenues from operations and had a working capital deficit of $94,930 and an accumulated deficit of $565,073 at October 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 operating as a going concern.					The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

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**STELLAR RESOURCES LTD.					(An Exploration Stage Company)					NOTES TO FINANCIAL STATEMENTS					OCTOBER 31, 2006					(Unaudited)**

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

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**Unaudited Interim Financial Statements**The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended July 31, 2006 included in the Company’s Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal and recurring adjustments have been made.  Operating results for the nine months ended October 31, 2006 are not necessarily indicative of the results that may be expected for the year ending July 31, 2007.

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**2.       MINERAL PROPERTY**
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By an agreement dated June 28, 2002 with Diamant Resources Ltd., a company with a director in common, the Company acquired an option to acquire a 50% interest in certain mineral claims located in the Fort St. John region of British Columbia, Canada.  In order to earn a 50% interest, the Company was required to pay $3,298 (Cdn$5,000) by June 30, 2002, $3,619 (Cdn$5,000) by July 30, 2003, and must incur certain other property expenditures.  As of July 31, 2006, the Company had satisfied these requirements and earned its 50% interest in all the mineral claims listed in the agreement. To date, the Company has completed its initial diamond exploration program at an aggregate cost of $101,589.

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**3.       NOTES PAYABLE**

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As of October 31, 2006 the Company had received a total of $16,061 (Cdn$18,000), (July 31, 2006:- $103,846, (Cdn$105,000 and US$11,000, repayable in their respective currencies)) at various dates from unrelated third parties by way of demand promissory notes bearing interest at the Bank of Canada prime rate plus 2% (6.5% as of October 31, 2006).  As at October 31, 2006:- $3,059 (July 31, 2006:-$15,240) of accrued interest is payable.					On October 3, 2006, pursuant to two separate share-for-debt agreements, the Company issued 1,230,876 common shares in settlement of notes payable amounting to $89,006 and accrued interest of $13,567.  Upon settlement of these debts, foreign exchange losses of $10,648 previously included in accumulated other comprehensive income were realized.

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**STELLAR RESOURCES LTD.					(An Exploration Stage Company)					NOTES TO FINANCIAL STATEMENTS					OCTOBER 31, 2006					(Unaudited)**

**3.       NOTES PAYABLE (continued)**

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During the three months ended October 31, 2006, the Company recorded foreign exchange transaction losses of $1,591 (2005: $3,781) in connection with these notes payable and accrued interest payable as a result of fluctuations in the foreign exchange rate.

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**4.       RELATED PARTY TRANSACTIONS**
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During the three months ended October 31, 2006, a director advanced funds to the Company totaling $8,815 (July 31, 2006:-nil).  At October 31, 2006, an amount of $68,505 (July 31, 2006:-$59,690) was owing to a former director.  These advances are unsecured, non-interest bearing and have no specific terms of repayment.					On October 3, 2006, under a restricted stock award agreement, the Company issued 6,000,000 shares of restricted common stock with a fair value of $750,000 to the Company’s President.  These shares have a vesting provision as follows: 2,100,000 shares vested immediately, 1,950,000 vest on October 3, 2007 and the final 1,950,000 shares vest on October 3, 2008. Upon termination of employment between the Company and its president, any shares not previously vested will be forfeited and returned to the Company’s treasury.					The restricted stock award has been accounted for as deferred compensation whereby the fair value of the award is recorded as a reduction of stockholders’ deficit until earned by the award holder. At such time, the appropriate amounts will be charged to operations.

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**5.       CAPITAL STOCK**

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a)     Effective October 20, 2006, the Company completed a forward split its shares of common stock at a ratio of a six (6) new shares, for each one (1) old share currently held.					b)     On October 3, 2006, under a restricted stock award agreement, the Company issued 6,000,000 shares of restricted common stock with a fair value of $750,000 to the Company’s President. (See Note 7)					c)     On October 3, 2006, pursuant to two separate share-for-debt agreements, the Company issued 1,230,876 common shares in settlement of notes payable amounting to $94,175 and accrued interest of $14,436.					Stock-based compensation expense during the three months ended October 31, 2006 totaled $281,200 (2005 - nil) and a remaining unearned amount of $468,800 has been recorded as deferred stock compensation.

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**STELLAR RESOURCES LTD.					(An Exploration Stage Company)					NOTES TO FINANCIAL STATEMENTS					OCTOBER 31, 2006					(Unaudited)**

**6.       CONTINGENCIES**

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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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**7.       COMMITMENT**
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On November 9, 2006, the Company entered into an investor relations services contract commencing immediately.  The Company will pay a contractual fee of $1,500 per month plus expenses incurred over the term of the contract.  The contract can be cancelled by either party upon 30 days notice.

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Management has relied upon debt financing from shareholders and other loans.  As of October 31, 2006, we had received a total of $16,061 (Cdn$18,000) (July 31, 2006 - $103,846, (Cdn $105,000 and US$11,000, repayable in their respective currencies)) at various dates from unrelated third parties by way of demand promissory notes bearing interest at the Bank of Canada prime rate plus 2% (6.5% as of October 31, 2006).  As of October 31, 2006, $3,059 (July 31, 2006: $15,240) of interest has been accrued.

On October 3, 2006, pursuant to two separate share-for-debt agreements, the Company issued 1,230,876 common shares in settlement of notes payable totaling $89,006 of principle and accrued interest of $13,567.

During the three months ended October 31, 2006, the Company recorded a foreign exchange transaction loss of $1,591 (2005: $3,781) in connection with these notes payable and accrued interest payable as a result of fluctuations in the foreign exchange rate.**Item 3. Controls 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 July 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.

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d)   Effective October 20, 2006, the Company completed a forward split of its shares of common stock at a ratio of a six (6) new shares for each one (1) old share currently held.				e)   On October 3, 2006, under a restricted stock award agreement, the Company issued 6,000,000 shares of restricted common stock with a fair value of $750,000 to the Company’s President.				f)   On October 3, 2006, pursuant to two separate share-for-debt agreements to company issued 1,230,876 common shares in settlement of notes payable amounting to $89,006 and accrued interest of $13,567.

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Stock-based compensation expense during the three months ended October 31, 2006 totaled $281,200 (2005 - $nil) and a remaining $468,800 has been recorded as deferred stock compensation.**Item 3.  Defaults Upon Senior Securities**None.**Item 4.  Submission of Matters to Vote of Security Holders**No matters were submitted to a vote of the Company's shareholders during the three months ended October 31, 2006.**Item 5.  Other Information****Reports on Form 8-K**Reports on Form 8-K regarding were filed by the Issuer October 10, 2006; October 23, 2006 and October 31, 2006.**Item 6. Exhibits and Report on Form 8-K**

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31.1      Certification of Chief Executive Officer and Chief Financial Officer pursuant to 				             Section 302 of the Sarbanes-Oxley Act of 2002.32.1      Certification of Chief Executive Officer and Chief Financial Officer pursuant to				             18 U.S.C. section 1350**,**as adopted pursuant to section 906 of the Sarbanes-Oxley				             act of 2002

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**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.				Dated:  December 12, 2006				STELLAR RESOURCES LTD.				                                                                        By:  /s/ Kathy Whyte                                          **                                                                 **Kathy Whyte				           **                                                                 ** President, Director, CEO and CFO

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