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Securities and Exchange Commission

Washington, D.C. 2O549


FORM lO-Q

Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

(Mark one)

|    |  |                                                                                        
|--- |  | ---------------------------------------------------------------------------------------
|[x] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003 or

|     |  |                                                                                         
|---- |  | ----------------------------------------------------------------------------------------
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to
Commission File Number 0-16097

BAY RESOURCES LTD.

(Exact name of Registrant as specified in its charter)


|                                |  |                    
|------------------------------- |  | -------------------
|Delaware                        |  | 98-0079697         
|                                |  |                    
|(State or other jurisdiction of |  | (IRS Employer      
|incorporation or organisation)  |  | Identification No.)

|                                                                                             
|---------------------------------------------------------------------------------------------
|Level 8, 580 St. Kilda Road, Melbourne, Victoria, 3004 Australia                             
|                                                                                             
|(Address of principal executive offices)         
                                 (Zip Code)

Registrants telephone number, including area code 0ll (613) 8532 2860

Securities registered pursuant to Section 12(b) of the Act :

| |  |                     |  |                      
| |  | ------------------- |  | ---------------------
| |  | Title of each class |  | Name of each exchange
| |  |                     |  | on which registered  
| |  |                     |  |                      
| |  | N/A                 |  | N/A                  
| |  |                     |  |                      

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0001 per share
(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements the past 90 days.
Yes [X]              No [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes [  ]              No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the restraint has filed all documents and
reports required to be filed by Section 12,13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes [  ]              No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date. There were 6,347,089
outstanding shares of Common Stock as of March 31, 2003.

1



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TABLE OF CONTENTS



|                         |                                                                                               |  |  |  |  |  |  | 
|------------------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART 1                  
|                         | Item 1. FINANCIAL STATEMENTS                                                                 
|                         | Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                         | Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                         | Item 4. CONTROLS AND PROCEDURES                                                              
|PART 2 OTHER INFORMATION
|                         | Item 5. OTHER INFORMATION                                                                    
|PART II                 
|                         | Item 1.                                                                                      
|                         | Item 5.                                                                                      
|                         | Item 6.                                                                                      
|SIGNATURES              
|CERTIFICATION           
|CERTIFICATION           



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##### Table of Contents






PART 1

FINANCIAL INFORMATION




Item 1. FINANCIAL STATEMENTS

Introduction to Interim Financial Statements.

The interim financial statements included herein have been prepared by Bay
Resources Ltd. (the Company) without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (The Commission).
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. These interim financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Companys Annual Report on Form 10-K for the year ended June 30, 2002.

In the opinion of management, all adjustments, consisting of normal
recurring adjustments and consolidating entries, necessary to present fairly
the financial position of the Company and subsidiaries as of March 31, 2003 and
March 31, 2002 , the results of its operations for the three and nine month
periods ended March 31, 2003 and March 31, 2002 , and the changes in its cash
flows for the three and nine month periods ended March 31, 2003 and March 31,
2002 , have been included. The results of operations for the interim periods
are not necessarily indicative of the results for the full year.

UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION PRESENTED IS IN
AUSTRALIAN DOLLARS.

2





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##### Table of Contents



BAY RESOURCES LTD. AND SUBSIDIARIES

Consolidated Balance Sheets
March 31, 2003 and June 30, 2002
and March 31, 2002
(Unaudited)


|                                                                                              |  |          |         |          |  |          |         |   |  |   |         |  
|--------------------------------------------------------------------------------------------- |  | -------- | ------- | -------- |  | -------- | ------- | - |  | - | ------- | -
|                                                                                              |  | March 31 |         | June 30  |  | March 31
|                                                                                              |  | 2003     |         | 2002     |  | 2002    
|                                                                                              |  | A $000's |         | A $000's |  | A $000's
|                                                                                              |  |          |         |          |  |         
|ASSETS                                                                                        |  |          |         |          |  |          |         |   |  |   |         |  
|Current Assets:                                                                               |  |          |         |          |  |          |         |   |  |   |         |  
|Cash                                                                                          |  | $        | 1       |          |  | $        |        |   |  | $ | 4       |  
|Staking Deposit                                                                               |  |          | 23      |          |  |          | 23      |   |  |   |        |  
|                                                                                              |  |          |         |          |  |          |         |   |  |   |         |  
|Total Current Assets                                                                          |  |          | 24      |          |  |          | 23      |   |  |   | 4       |  
|                                                                                              |  |          |         |          |  |          |         |   |  |   |         |  
|Other Assets:                                                                                 |  |          |         |          |  |          |         |   |  |   |         |  
|Capitalised Mining & Exploration                                                              |  |          |        |          |  |          |        |   |  |   |        |  
|Investment securities                                                                         |  |          |        |          |  |          |        |   |  |   |        |  
|                                                                                              |  |          |         |          |  |          |         |   |  |   |         |  
|Total Other Assets                                                                            |  |          |        |          |  |          |        |   |  |   |        |  
|                                                                                              |  |          |         |          |  |          |         |   |  |   |         |  
|Total Assets                                                                                  |  | $        | 24      |          |  | $        | 23      |   |  | $ | 4       |  
|                                                                                              |  |          |         |          |  |          |         |   |  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                          |  |          |         |          |  |          |         |   |  |   |         |  
|Current Liabilities:                                                                          |  |          |         |          |  |          |         |   |  |   |         |  
|Accounts Payable and Accrued Expenses                                                         |  | $        | 560     |          |  | $        | 449     |   |  | $ | 481     |  
|Short- Term Loan  Affiliate                                                                  |  |          | 39      |          |  |          | 36      |   |  |   |        |  
|                                                                                              |  |          |         |          |  |          |         |   |  |   |         |  
|Total Current Liabilities                                                                     |  |          | 599     |          |  |          | 485     |   |  |   | 481     |  
|                                                                                              |  |          |         |          |  |          |         |   |  |   |         |  
|Long-Term Debt                                                                                |  |          | 1,120   |          |  |          | 784     |   |  |   | 746     |  
|                                                                                              |  |          |         |          |  |          |         |   |  |   |         |  
|Total Liabilities                                                                             |  |          | 1,719   |          |  |          | 1,269   |   |  |   | 1,227   |  
|                                                                                              |  |          |         |          |  |          |         |   |  |   |         |  
|Stockholders Equity (Deficit):                                                               |  |          |         |          |  |          |         |   |  |   |         |  
|Common Stock: $.0001 par value
25,000,000 shares authorised,
6,347,089 issued and outstanding |  |          | 1       |          |  |          | 1       |   |  |   | 1       |  
|Less Treasury Stock at Cost, 2,500 shares                                                     |  |          | (20     | )        |  |          | (20     | ) |  |   | (20     | )
|Additional Paid-in-Capital                                                                    |  |          | 25,175  |          |  |          | 25,175  |   |  |   | 25,175  |  
|Accumulated other Comprehensive Loss                                                          |  |          |        |          |  |          |        |   |  |   | (1,989  | )
|Retained Deficits                                                                             |  |          | (26,851 | )        |  |          | (26,402 | ) |  |   | (24,390 | )
|                                                                                              |  |          |         |          |  |          |         |   |  |   |         |  
|Total Stockholders Deficit                                                                   |  |          | (1,695  | )        |  |          | (1,246  | ) |  |   | (1,223  | )
|                                                                                              |  |          |         |          |  |          |         |   |  |   |         |  
|Total Liabilities and
Stockholders Equity                                                    |  | $        | 24      |          |  | $        | 23      |   |  | $ | 4       |  
|                                                                                              |  |          |         |          |  |          |         |   |  |   |         |  

The accompanying notes are an integral part of these
consolidated financial statements.

3





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BAY RESOURCES LTD. AND SUBSIDIARIES
Consolidated Statements of Operations
Three Months Ended March 31, 2003 and 2002
and nine months ended March 31, 2003 and 2002
(Unaudited)

|                                                        |  |          |       |          |  |          |       |          |  |   |       |   |  |   |       |  
|------------------------------------------------------- |  | -------- | ----- | -------- |  | -------- | ----- | -------- |  | - | ----- | - |  | - | ----- | -
|                                                        |  | Three    |       | Three    |  | Nine     |       | Nine    
|                                                        |  | Months   |       | Months   |  | Months   |       | Months  
|                                                        |  | Ended    |       | Ended    |  | Ended    |       | Ended   
|                                                        |  | March 31 |       | March 31 |  | March 31 |       | March 31
|                                                        |  | 2003     |       | 2002     |  | 2003     |       | 2002    
|                                                        |  | A $000's |       | A $000's |  | A $000's |       | A $000's
|                                                        |  |          |       |          |  |          |       |         
|Revenues:                                               |  |          |       |          |  |          |       |          |  |   |       |   |  |   |       |  
|Other Income                                            |  | $        |      |          |  | $        |      |          |  | $ |      |   |  | $ |      |  
|                                                        |  |          |       |          |  |          |       |          |  |   |       |   |  |   |       |  
|Costs and Expenses:                                     |  |          |       |          |  |          |       |          |  |   |       |   |  |   |       |  
|Exploration Expenditure                                 |  |          | 19    |          |  |          |      |          |  |   | 130   |   |  |   |      |  
|Interest Expense                                        |  |          | 34    |          |  |          | 23    |          |  |   | 96    |   |  |   | 64    |  
|Legal, Accounting & Professional                        |  |          | 7     |          |  |          | 5     |          |  |   | 35    |   |  |   | 9     |  
|Administrative                                          |  |          | 62    |          |  |          | 68    |          |  |   | 188   |   |  |   | 246   |  
|                                                        |  |          |       |          |  |          |       |          |  |   |       |   |  |   |       |  
|                                                        |  |          | 122   |          |  |          | 96    |          |  |   | 449   |   |  |   | 319   |  
|                                                        |  |          |       |          |  |          |       |          |  |   |       |   |  |   |       |  
|Loss from Operations                                    |  |          | (122  | )        |  |          | (96   | )        |  |   | (449  | ) |  |   | (319  | )
|                                                        |  |          |       |          |  |          |       |          |  |   |       |   |  |   |       |  
|Income (Loss) before Income Tax                         |  |          | (122  | )        |  |          | (96   | )        |  |   | (449  | ) |  |   | (319  | )
|Provision for Income Tax                                |  |          |      |          |  |          |      |          |  |   |      |   |  |   |      |  
|                                                        |  |          |       |          |  |          |       |          |  |   |       |   |  |   |       |  
|Net Income (Loss)                                       |  | $        | (122  | )        |  | $        | (96   | )        |  | $ | (449  | ) |  | $ | (319  | )
|                                                        |  |          |       |          |  |          |       |          |  |   |       |   |  |   |       |  
|Earnings Per Common Equivalent Share                    |  | $        | (.02  | )        |  | $        | (.02  | )        |  | $ | (.07  | ) |  | $ | (0.05 | )
|                                                        |  |          |       |          |  |          |       |          |  |   |       |   |  |   |       |  
|Weighted Number of Common
Equivalent Shares Outstanding |  |          | 6,347 |          |  |          | 6,347 |          |  |   | 6,347 |   |  |   | 6,347 |  
|                                                        |  |          |       |          |  |          |       |          |  |   |       |   |  |   |       |  

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

4





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BAY RESOURCES LTD. AND SUBSIDIARIES

Consolidated Statements of Stockholders Equity
March 31, 2003 and June 30, 2002
and March 31, 2002
(Unaudited)


|                                                               |  |        |       |         |  |         |   |          |  |         |     |          |  |               |        |       |  |   |         |   |  |             |        |   |  |   |        |  
|-------------------------------------------------------------- |  | ------ | ----- | ------- |  | ------- | - | -------- |  | ------- | --- | -------- |  | ------------- | ------ | ----- |  | - | ------- | - |  | ----------- | ------ | - |  | - | ------ | -
|                                                               |  |        |       |         |  |         |   |          |  |         |     |          |  |               |        |       |  |   |         |   |  | Accumulated |        |   |  |  
|                                                               |  |        |       |         |  | Common  |   | Treasury |  |         |     |          |  | Retained      |        | Other |  |   |         |  
|                                                               |  |        |       |         |  | Stock   |   | Stock at |  | Paid in |     | Earnings |  | Comprehensive |        |       |  |  
|                                                               |  | Shares |       | Amount  |  | Cost    |   | Capital  |  | Deficit |     | Loss     |  | Total        
|                                                               |  | 000's  |       | A$000's |  | A$000's |   | A$000's  |  | A$000's |     | A$000's  |  | A$000's      
|                                                               |  |        |       |         |  |         |   |          |  |         |     |          |  |              
|Balance June 30, 2001                                          |  |        | 6,347 |         |  | $       | 1 |          |  | $       | (20 | )        |  | $             | 25,175 |       |  | $ | (24,071 | ) |  | $           | (1,989 | ) |  | $ | (904   | )
|Comprehensive Income                                           |  |        |       |         |  |         |   |          |  |         |     |          |  |               |        |       |  |   |         |   |  |             |        |   |  |   |        |  
|Net loss nine months ending
3-31-02                            |  |        |      |         |  |         |  |          |  |         |    |          |  |               |       |       |  |   | (319    | ) |  |             |       |   |  |   | (319   | )
|                                                               |  |        |       |         |  |         |   |          |  |         |     |          |  |               |        |       |  |   |         |   |  |             |        |   |  |   |        |  
|Total Comprehensive Income                                     |  |        |      |         |  |         |  |          |  |         |    |          |  |               |       |       |  |   |        |   |  |             |       |   |  |   | (319   | )
|                                                               |  |        |       |         |  |         |   |          |  |         |     |          |  |               |        |       |  |   |         |   |  |             |        |   |  |   |        |  
|Balance March 31, 2002                                         |  |        | 6,347 |         |  | $       | 1 |          |  | $       | (20 | )        |  | $             | 25,175 |       |  | $ | (24,390 | ) |  | $           | (1,989 | ) |  | $ | (1,223 | )
|Comprehensive Income                                           |  |        |       |         |  |         |   |          |  |         |     |          |  |               |        |       |  |   |         |   |  |             |        |   |  |   |        |  
|Net loss three months ending
6-30-02                           |  |        |      |         |  |         |  |          |  |         |    |          |  |               |       |       |  |   | (23     | ) |  |             |       |   |  |   | (23    | )
|Reclassification of
Permanent Decline in
Investment Securities |  |        |      |         |  |         |  |          |  |         |    |          |  |               |       |       |  |   | (1,989  | ) |  |             | 1,989  |   |  |   |       |  
|                                                               |  |        |       |         |  |         |   |          |  |         |     |          |  |               |        |       |  |   |         |   |  |             |        |   |  |   |        |  
|Total Comprehensive Income                                     |  |        |      |         |  |         |  |          |  |         |    |          |  |               |       |       |  |   | (2,012  | ) |  |             | 1,989  |   |  |   | (23    | )
|                                                               |  |        |       |         |  |         |   |          |  |         |     |          |  |               |        |       |  |   |         |   |  |             |        |   |  |   |        |  
|Balance June 30, 2002                                          |  |        | 6,347 |         |  | $       | 1 |          |  | $       | (20 | )        |  | $             | 25,175 |       |  | $ | (26,402 | ) |  | $           |       |   |  | $ | (1,246 | )
|Comprehensive Income                                           |  |        |       |         |  |         |   |          |  |         |     |          |  |               |        |       |  |   |         |   |  |             |        |   |  |   |        |  
|Net loss nine months ending
03-31-03                           |  |        |      |         |  |         |  |          |  |         |     |          |  |               |       |       |  |   | (449    | ) |  |             |       |   |  |   | (449   | )
|                                                               |  |        |       |         |  |         |   |          |  |         |     |          |  |               |        |       |  |   |         |   |  |             |        |   |  |   |        |  
|Total Comprehensive Income                                     |  |        |      |         |  |         |  |          |  |         |     |          |  |               |       |       |  |   |        |   |  |             |       |   |  |   | (449   | )
|                                                               |  |        |       |         |  |         |   |          |  |         |     |          |  |               |        |       |  |   |         |   |  |             |        |   |  |   |        |  
|Balance March 31, 2003                                         |  |        | 6,347 |         |  | $       | 1 |          |  | $       | (20 | )        |  | $             | 25,175 |       |  | $ | (26,851 | ) |  | $           |       |   |  | $ | 1,695  |  
|                                                               |  |        |       |         |  |         |   |          |  |         |     |          |  |               |        |       |  |   |         |   |  |             |        |   |  |   |        |  

The accompanying notes are an integral part of these
consolidated financial statements.

5





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BAY RESOURCES LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows
Nine months Ended March 31, 2003 and 2002
and Year Ended June 30, 2002
(Unaudited)


|                                                 |  |          |      |         |  |          |      |      |  |   |      |  
|------------------------------------------------ |  | -------- | ---- | ------- |  | -------- | ---- | ---- |  | - | ---- | -
|                                                 |  | Nine     |      |         |  |          |      | Nine
|                                                 |  | Months   |      | Year    |  | Months  
|                                                 |  | Ended    |      | Ended   |  | Ended   
|                                                 |  | March 31 |      | June 30 |  | March 31
|                                                 |  | 2003     |      | 2002    |  | 2002    
|                                                 |  | A$000's  |      | A$000's |  | A$000's 
|                                                 |  |          |      |         |  |         
|Cash Flows from Operating Activities:            |  |          |      |         |  |          |      |      |  |   |      |  
|Net Income (Loss)                                |  | $        | (449 | )       |  | $        | (342 | )    |  | $ | (319 | )
|Adjustments:                                     |  |          |      |         |  |          |      |      |  |   |      |  
|Staking Deposit                                  |  |          |     |         |  |          | (23  | )    |  |   |     |  
|Accounts Payable and Accrued Liabilities         |  |          | 111  |         |  |          | 185  |      |  |   | 217  |  
|Short  Term Loan  Affiliate                    |  |          | 3    |         |  |          | 36   |      |  |   |     |  
|                                                 |  |          |      |         |  |          |      |      |  |   |      |  
|Net Cash Provided (Used) in Operating Activities |  |          | (335 | )       |  |          | (144 | )    |  |   | (102 | )
|                                                 |  |          |      |         |  |          |      |      |  |   |      |  
|Cash Flow from Investing Activities:             |  |          |      |         |  |          |      |      |  |   |      |  
|Net Cash Provided (Used) in Investing Activities |  |          |     |         |  |          |     |      |  |   |     |  
|                                                 |  |          |      |         |  |          |      |      |  |   |      |  
|Cash Flows from Financing Activities:            |  |          |      |         |  |          |      |      |  |   |      |  
|Net Borrowing from Affiliate                     |  |          | 336  |         |  |          | 143  |      |  |   | 105  |  
|                                                 |  |          |      |         |  |          |      |      |  |   |      |  
|Net Cash Provided by Financing Activities        |  |          | 336  |         |  |          | 143  |      |  |   | 105  |  
|                                                 |  |          |      |         |  |          |      |      |  |   |      |  
|Net Increase (Decrease) in Cash                  |  |          | 1    |         |  |          | (1   | )    |  |   | 3    |  
|Cash at Beginning of Year                        |  |          |     |         |  |          | 1    |      |  |   | 1    |  
|                                                 |  |          |      |         |  |          |      |      |  |   |      |  
|Cash at End of Year                              |  | $        | 1    |         |  | $        |     |      |  | $ | 4    |  
|                                                 |  |          |      |         |  |          |      |      |  |   |      |  
|Supplemental Disclosures:                        |  |          | 96   |         |  |          | 90   |      |  |   | 64   |  
|Income
Tax Paid $                                |  |          |     |         |  |          |     |      |  |   |     |  

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

6





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##### Table of Contents



BAY RESOURCES LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2003, June 30, 2002 and
March 31, 2002

(1)  Organisation

Bay Resources Ltd. (Bay Resources) is incorporated in the State of Delaware.
The principal shareholder of Bay Resources is Edensor Nominees Proprietary
Limited (Edensor), an Australian corporation. Edensor owned 78.8% of Bay
Resources as of March 31, 2003. Bay Resources acquired a controlling interest
on September 3, 1987 in former subsidiary, Solmecs Corporation N.V. (Solmecs)
and 100% ownership on January 2, 1992. Bayou sold its interest in Solmecs
effective June 5, 1998. During fiscal 1998, Bay Resources incorporated a
further subsidiary, Baynex.com Pty Ltd, under the laws of Australia.
Baynex.com Pty Ltd has not traded at September 30, 1998. On August 21, 2000,
Bay Resources incorporated a new wholly owned subsidiary, Bay International Pty
Ltd (now called Bay Resources (Asia) Pty Ltd), a corporation incorporated under
the laws of Australia. In June 2002, the Company incorporated a new wholly
owned subsidiary, 4075251 Canada Inc, a corporation incorporated under the laws
of Canada. 4075251 Canada Inc is the vehicle that will be used by the Company
to undertake exploration activities for gold in Canada. In December 2002, the
name of its 100% owned subsidiary was changed from Baynet International Pty Ltd
to Bay Resources (Asia) Pty Ltd.

(2) Investment Securities

The following is a summary of Investment Securities at March 31, 2003,
June 30, 2002 and March 31, 2002 :

|                                                     |  |          |        |         |  |          |        |   |  |   |        |  
|---------------------------------------------------- |  | -------- | ------ | ------- |  | -------- | ------ | - |  | - | ------ | -
|                                                     |  | March 31 |        | June 30 |  | March 31
|                                                     |  | 2003     |        | 2002    |  | 2002    
|                                                     |  | A$000's  |        | A$000's |  | A$000's 
|                                                     |  |          |        |         |  |         
|Investment Cost Method
Available for Sale Securities |  | $        | 4,516  |         |  | $        | 4,516  |   |  | $ | 4,516  |  
|Gross Realised Loss or impairment                    |  |          | (4,516 | )       |  |          | (4,516 | ) |  |   | (4,516 | )
|                                                     |  |          |        |         |  |          |        |   |  |   |        |  
|Marketable Equity Securities,
at fair value          |  | $        |       |         |  | $        |       |   |  | $ |       |  
|                                                     |  |          |        |         |  |          |        |   |  |   |        |  

The investment using this cost method is carried at cost. Dividends received
from the investment carried at cost are included in other income. Dividends
received in excess of the Companys proportionate share of accumulated earnings
(return of capital dividends) are applied as a reduction of the cost of the
investment. No securities were sold during 2003 and 2002 and all securities
were treated as available for sale for 2003 and 2002.

(3)  Short Term and Long Term Debt

The following is a summary of Bay Resources borrowing arrangements as of March 31, 2003,
June 30, 2002 and March 31, 2002 .

|                                                                                                                                                                                                                     |  |          |       |         |  |          |     |  |  |   |     | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | ----- | ------- |  | -------- | --- |  |  | - | --- | 
|                                                                                                                                                                                                                     |  | March 31 |       | June 30 |  | March 31
|                                                                                                                                                                                                                     |  | 2003     |       | 2002    |  | 2002    
|                                                                                                                                                                                                                     |  | A$000's  |       | A$000's |  | A$000's 
|                                                                                                                                                                                                                     |  |          |       |         |  |         
|Long-Term                                                                                                                                                                                                            |  |          |       |         |  |          |     |  |  |   |     | 
|Loan from corporations affiliated with the
President of Bay Resources. Interest accrues at
the ANZ Banking Group Limited rate
+ 1% for overdrafts over $100,000
Repayment of loan not required
before March 31, 2004 |  | $        | 1,120 |         |  | $        | 784 |  |  | $ | 746 | 
|                                                                                                                                                                                                                     |  |          |       |         |  |          |     |  |  |   |     | 
|Total Long-Term                                                                                                                                                                                                      |  | $        | 1,120 |         |  | $        | 784 |  |  | $ | 746 | 
|                                                                                                                                                                                                                     |  |          |       |         |  |          |     |  |  |   |     | 

(4)  Affiliate Transactions

Bay Resources advances to and receives advances from various affiliates. All
advances between consolidated affiliates are eliminated on consolidation. At
March 31, 2003, Bay Resources had no outstanding advances to or from
unconsolidated affiliated companies.
$484,000, $389,000 and $418,000 of accounts payable for the years shown is due
to an affiliated management company.

Bay Resources paid management fees to this affiliated management company in the
amounts of $80,000, $150,000 and $112,500 respectively. These entities are
affiliated through common management and ownership.

7



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##### Table of Contents



BAY RESOURCES LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2003, June 30, 2002 and
March 31, 2002

(5)  Going Concern

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplates
continuation of Bay Resources as a going concern. However, Bay Resources has
sustained recurring losses. In addition, Bay Resources has a net working
capital deficiency which raises substantial doubts as to its ability to
continue as going concerns. Bay Resources anticipates that it will be able to
defer repayment of certain of its short term loan commitments until it has
sufficient liquidity to enable these loans to be repaid or other arrangements
to be put in place. In addition Bay Resources has historically relied on loans
and advances from corporations affiliated with the President of Bay Resources.
Based on discussions with these affiliate companies, Bay Resources believes
this source of funding will continue to be available. Other than the
arrangements noted above, Bay Resources has not confirmed any other arrangement
for ongoing funding. As a result Bay Resources may be required to raise funds
by additional debt or equity offerings in order to meet its cash flow
requirements during the forthcoming year.

(6)  Sale of Solmecs

Pursuant to a stock purchase agreement dated as of June 5, 1998, the Company
acquired 499,701 shares in SCNV Acquisition Corp (SCNV), representing
approximately 24% of the issued and outstanding share capital of SCNV, in
return for the whole of the share capital of Solmecs Corporation N.V., a
Netherlands Antilles company which prior to the exchange was formerly a wholly
owned subsidiary of the Company. The 499,701 shares has been valued at
US$2,800,000 or A$4,516,000 and will be accounted for using the cost method
because the Company does not exercise significant influences over SCNVs
operating and financial activities (see note 4). The sale resulted in a gain
of $5,899,000.

SCNV is a Delaware corporation established May 1997 to select, develop and
commercially exploit proprietary technologies, in various stages of
development, invented primary by scientists who immigrated to Israel from and
by scientists and institutions in Russia and other countries that formerly
comprised the Soviet Union. Simultaneously with the SCNV stock acquisition by
the Company, SCNV completed an initial public offering of common stock and
warrants which resulted in gross proceeds of approximately US$5,900,000.

The Company has been granted certain demand and piggyback registration rights
with respect to the SCNV shares. Notwithstanding the foregoing, the Company
has agreed not to sell, grant options for sale or assign or transfer any of the
SCNV shares, for a period of 24 months from the closing of the (Lock-up)
agreement, which expired in June 2000. Bay Resources has requested SCNV to
take the necessary steps to register Bay Resources shareholding in SCNV. The
Company does not currently have any plans to distribute the shares.

(7)  Income Taxes

Bay Resources files its income tax returns on an accrual basis. Bayou has
carry forward losses of approximately US$19 million as of June 30, 2002 which
expire in the years 2003 through 2022. Bay Resources will need to file tax
returns for those years of the NOL carryforwards. Due to the uncertainty as to
realisation of these losses, a valuation allowance of US$6.0 million has been
recorded to off set the tax benefit of the carry forward losses. During the
year ended June 30, 2002, Bay Resources provided for a net change in its
valuation allowance of US$10,000.

(8)  Canadian Agreement

During the 2003 fiscal year, Bay continued to expand its gold exploration
business by entering into an agreement to explore for gold on extensive
property interests in northern Canada held by Tahera Corporation; and making
application via a new 100% owned subsidiary, 407521 Canada Inc, for properties
in the highly prospective Committee Bay Greenstone Belt in Nunavut, Canada.

(9)  Termination of New Business Opportunity

On November 25, 2002, the Company announced that it had signed a joint venture
contract with the Tibet Bureau of Geology and Minerals Exploration Development
(Tibet BGMR), China to earn a 51% interest ( with the right to earn up to a
70% interest in two drilled porphyry zones and the surrounding higher risk
exploration areas) in the Xigaze copper belt running in a 200km east-west trend
either side of Lhasa. The exploration block of about
40,000km2 contains eight
known porphyry deposits. To date, only two have been drill tested  in west
Chong Jiang and east of Lhasa Qu Long.

In March 2003, the Company withdrew from the agreement due to additional
hurdles that were placed in front of the Company by the Tibet BGMR.

8



---



##### Table of Contents






Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

FUND COSTS CONVERSION

The consolidated statements of income and other financial and operating data
contained elsewhere here in and the consolidated balance sheets and financial
results have been reflected in Australian dollars unless otherwise stated.

The following table shows the average rate of exchange of the Australian dollar
as compared to the US dollar during the periods indicated:

9 months ended March 31, 2002 A$1.00 = U.S. $.5282
               9 months ended March 31, 2003 A$1.00 = U.S. $.5650

RESULTS OF OPERATION

Three Months Ended March 31, 2003 vs. Three Months Ended March 31, 2002 .

The Company is primarily engaged in mineral exploration activities and to date
has not generated revenues from such activities.

Costs and expenses increased from A$96,000 in the three months ended March 31,
2002 to A$122,000 in the three months ended March 31, 2003. The Companys
financial statements are prepared in Australian dollars (A$). Since March 31,
2002 the A$ compared to the United States dollar (US$) has appreciated by
6.9%. A number of the costs and expenses of the Company are incurred in US$
and the conversion of these costs to A$ means that the comparison of March 2003
to 2002 does not always present a true comparison. The increase is a net
result of:



|a) |  | an increase in interest expense from A$23,000 for the three months ended
March 31, 2002 to A$34,000 for the three months ended March 31, 2003 as a
result of the increase in long term debt of the Company required to fund
the Companys operations and an increase in interest rates in Australia
over that period.                                  
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b) |  | an increase in legal accounting and professional expense from A$5,000 for
the three months ended March 31, 2002 to A$7,000 for the three months
ended March 31, 2003.                                                                                                                                                                                  
|  
|c) |  | a decrease in administrative costs including salaries from A$68,000 in
the three months ended March 31, 2002 to A$62,000 in the three months
ended March 31, 2003 as the charge from AXIS Consultants Pty Ltd for
management services was less than in the comparable period of the prior
year.                                                        
|  
|d) |  | an increase in the exploration expenditure expense from $nil for the
three months ended March 31, 2002 to $19,000 for the three months ended
March 31, 2003. In mid 2002, the Company commenced exploration activities
in Canada and Tibet for the first time and introduced an accounting policy
of expensing all exploration expenditure as incurred.

As a result of the foregoing, the loss from operations increased from A$96,000
for the three months ended March 31, 2002 to A$122,000 for the three months
ended March 31, 2003.

The net loss was A$122,000 for the three months ended March 31, 2003 compared
to a net loss of A$96,000 for the three months ended March 31, 2002 .

Nine months Ended March 31, 2003 vs. Nine months Ended March 31, 2002 .

Costs and expenses increased from A$319,000 in the nine months ended March 31,
2002 to A$449,000 in the nine months ended March 31, 2003. The Companys
financial statements are prepared in Australian dollars (A$). Since March 31,
2002 the A$ compared to the United States dollar (US$) has appreciated by 6.9%.
A number of the costs and expenses of the Company are incurred in US$ and the
conversion of these costs to A$ means that the comparison of March 2003 to 2002
does not always present a true comparison. The increase is a net result of:



|a) |  | an increase in interest expense from A$64,000 for the nine months ended
March 31, 2002 to A$96,000 for the nine months ended March 31, 2003 as a
result of the increase in long term debt of the Company required to fund
the Companys operations.                                            
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b) |  | an increase in legal accounting and professional expense from A$9,000 for
the nine months ended March 31, 2002 to A$35,000 for the nine months
ended March 31, 2003 as a result of the work involved in regards the new
exploration activities in Canada and Tibet.                            
|  
|c) |  | a decrease in administrative costs including salaries from A$246,000 in
the nine months ended March 31, 2002 to A$188,000 in the nine months
ended March 31, 2003 as the charge from AXIS Consultants Pty Ltd for
management services was less than in the comparable period of the prior
year.
|  
|d) |  | an increase in the exploration expenditure expense from $nil for the nine
months ended March 31, 2002 to $130,000 for the nine months ended March
31, 2003. In mid 2002, the Company commenced exploration                                                                                     





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##### Table of Contents





| |  | activities in Canada and Tibet for the first time and introduced an
accounting policy of expensing all exploration expenditure as incurred.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------

As a result of the foregoing, the loss from operations increased from A$319,000
for the nine months ended March 31, 2002 to A$449,000 for the nine months
ended March 31, 2003.

The net loss was A$449,000 for the nine months ended March 31, 2003 compared to
a net loss of A$319,000 for the nine months ended March 31, 2002 .

Liquidity and Capital Resources

As of March 31, 2003 the Company had short-term obligations of A$560,000
comprising accounts payable and accrued expenses and long term debt of
A$1,120,000.

The Company anticipates that it will be able to defer repayment of certain of
its short-term loan commitments, until it has sufficient liquidity to enable
these loans to be repaid, of which there can be no assurance. In addition the
Company has historically relied upon loans and advances from affiliates to meet
a significant portion of the Companys cash flow requirements which the Company
believes, based on discussions with such affiliates, will continue to be
available during fiscal 2003.

Other than the arrangements above the Company has not confirmed any further
arrangements for ongoing funding. As a result the Company will be required to
raise funds from additional debt or equity offerings in order to meet its cash
flow requirements during the forthcoming year.

Cautionary Safe Harbor Statement under the United States Private Securities
Litigation Reform Act of 1995.

Certain information contained in this Form 10-Q is forward looking information
within the meaning of the Private Securities Litigation Act of 1995 (the Act)
which became law in December 1995. In order to obtain the benefits of the
safe harbor provisions of the act for any such forwarding looking statements,
the Company wishes to caution investors and prospective investors about
significant factors which among others have affected the Companys actual
results and are in the future likely to affect the Companys actual results and
cause them to differ materially from those expressed in any such forward
looking statements. This Form 10-Q report contains forward looking statements
relating to future financial results. Actual results may differ as a result of
factors over which the Company has no control including, without limitation,
the risks of " and development stage projects, political risks of
development in foreign countries, risks associated with environmental and other
regulatory matters, mining risks and competition and the volatility of gold and
copper prices, and movements in the foreign exchange rate. Additional
information which could affect the Companys financial results is included in
the Companys Form 10-K on file with the Securities and Exchange Commission.




Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Bay Resources is exposed to interest rate risk primarily through its loan
facilities. The Company utilizes these borrowings to meet its working capital
needs.

At March 31, 2003, the Company had outstanding borrowings of approximately
$1,120,000 under its Loan Facilities. In the event that interest rates
associated with these facilities were to increase 100 basis points, the impact
on future cash flows would be a decrease of approximately $11,200 annually.




Item 4. CONTROLS AND PROCEDURES

Within 90 days prior to the date of the filing of this report, the Companys
Chief Executive Officer and Chief Financial Officer conducted an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
such officers concluded that our disclosure controls and procedures are
effective to ensure that information gathered, analysed and disclosed on a
timely basis.

There have been no significant changes in the Companys internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation referred to above.





---



##### Table of Contents






PART 2  OTHER INFORMATION




Item 5. OTHER INFORMATION

Termination of New Business Opportunity

On December 4, 2002, the Company announced that it had signed the contract for
a co-operative joint venture with the Tibet Bureau of Geology and Minerals
Exploration and Development (Tibet BGMR), China, previously announced on
October 31, 2002. Bay Resources can earn a minimum 51% interest, with the right
to earn up to 70% interest by a further capital investment, in two drill tested
porphyry copper-gold deposits (Chong Jiang and Qu Long). Bay Resources can
earn a 70% interest in the surrounding exploration area of approximately 15,000
square kilometres, where previous exploration by the Tibet BGMR has defined a
further six porphyry targets, which have not yet been drill tested. These
additional six porphyry targets were defined by regional geochemical surveys,
with anomalous areas being further refined with ground geophysics, and finally
trenching of mineralized areas.

In March 2003, the Company withdrew from the agreement due to additional
hurdles that were placed in front of the Company by the Tibet BGMR.





---



##### Table of Contents






PART II










|        |  |                                                                                              
|------- |  | ---------------------------------------------------------------------------------------------
|Item 1. |  | LEGAL                                                                                        
|        |  |                                                                                              
|        |  | Not Applicable                                                                               
|        |  |                                                                                              
|Item 5. |  | OTHER INFORMATION                                                                            
|        |  |                                                                                              
|        |  | Not Applicable                                                                               
|        |  |                                                                                              
|Item 6. |  | EXHIBITS AND REPORTS ON FORM 8-K                                                             
|        |  |                                                                                              
|        |  | (a)     Reports                                                                              
|        |  |                                                                                              
|        |  | The Company did not file any Report on Form 8-K during the
three months ended March 31, 2003.
|        |  |                                                                                              

| |  |      |  |                                                                 
| |  | ---- |  | ----------------------------------------------------------------
| |  | (b)  |  | Exhibits                                                        
| |  |      |  |                                                                 
| |  | 99.1 |  | Certification of Chief Financial Officer pursuant to Section 906
| |  |      |  |                                                                 
| |  | 99.2 |  | Certification of Chief Executive Officer pursuant to Section 906





---



##### Table of Contents



(FORM 10-Q)




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 thereinto duly authorised.

BAY RESOURCES LTD


|                    |                   |  |  |                                      |  | 
|------------------- | ----------------- |  |  | ------------------------------------ |  | 
|                    |                   |  |  | By: /s/
Joseph I. Gutnick           
|                    |                   |  |  |                                      |  | 
|                    |                   |  |  | Joseph I. Gutnick                   
|                    |                   |  |  | Chairman of the Board, President and
|                    |                   |  |  | Chief Executive Officer             
|                    |                   |  |  | (Principal Executive Officer)       
|                    |                   |  |  |                                      |  | 
|Dated: May 20, 2003 | By: /s/ Peter Lee
|                    |                   |  |  |                                      |  | 
|                    |                   |  |  | Peter Lee                           
|                    |                   |  |  | Peter Lee, Director, Secretary and  
|                    |                   |  |  | Chief Financial Officer             
|                    |                   |  |  | (Principal Financial Officer)       





---



##### Table of Contents



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Lee, Chief Financial Officer, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Bay Resources Ltd.
(the registrant);

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a)    designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;



| |                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b)    evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and



| |                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c)    presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):



| |                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a)    all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and



| |                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b)    any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: May 20, 2003

/s/ Peter LeeName: Peter LeeTitle:   Director, Secretary andChief Financial Officer(Principal Financial Officer)






---



##### Table of Contents



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph I. Gutnick, Chief Executive Officer, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Bay Resources Ltd.
(the registrant);

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a)    designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;



| |                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b)    evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and



| |                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c)    presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):



| |                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a)    all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and



| |                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b)    any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: May 20, 2003

/s/ Joseph I. GutnickName: Joseph I. GutnickTitle:   Chairman of the Board, Presidentand Chief Executive Officer(Principal Executive Officer)