Exhibit 31.2



                            CERTIFICATION PURSUANT TO
                     SECURITIES EXCHANGE ACT RULE 13A-14(a)


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

1.   I have reviewed this quarterly  report on Form 10-QSB of Bay Resources Ltd.
     ("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  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          Registrant,  including their 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)  [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]

     (c)  evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the end of the period  covered by this  quarterly  report  based on
          such evaluation; and

     (d)  disclosed  in  this  annual  report  any  change  in the  Registrant's
          internal  control over financial  reporting  that occurred  during the
          Registrant's most recent fiscal quarter that has materially  affected,
          or  is  reasonably  likely  to  materially  affect,  the  Registrant's
          internal control over financial reporting; and

5.   The Registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the Registrant's auditors and the audit committee of the Registrant's board
     of directors:


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     (a)  all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  Registrant's  ability to
          record, process, summarize and report financial information; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          control over financial reporting.


Date: February 8, 2006

                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

                                        Peter Lee
                                        ---------
                                        Name:  Peter Lee
                                        Title: Director, Secretary and
                                        Chief Financial Officer


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