UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 2O549

                                   FORM 10-QSB

 (Mark one)

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

For the quarterly period ended    SEPTEMBER 30, 2004     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
                                                     ------------------------


Indicate by check mark whether the Registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 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 for the past 90
days. Yes        X             No
           -----------           ----------

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

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12,13 or 15(d) of the Exchange Act after
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 16,711,630
outstanding shares of Common Stock as of September 30, 2004.

    Transitional Small Business Disclosure Format (Check one) Yes ___  No _X_


<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS
                                                                                 PAGE NO
<S>                  <C>                                                         <C>
PART I.              FINANCIAL INFORMATION

Item 1               Financial Statements                                            2
Item 2               Management's Discussion and Analysis or Plan of Operations      9
Item 3               Controls and Procedures                                        12

PART II              OTHER INFORMATION

Item 1               Legal Proceedings                                              13
Item 2               Changes in Securities and Use of Proceeds                      13
Item 3               Defaults Upon Senior Securities                                13
Item 4               Submission of Matters to a Vote of Security Holders            13
Item 5               Other Information                                              13
Item 6               Exhibits and Reports on Form 8-K                               13


SIGNATURES                                                                          14

EXHIBIT INDEX                                                                       15

Exh. 31.1                   Certification                                           16
Exh. 31.2                   Certification                                           18
Exh. 32.1                   Certification                                           20
Exh. 32.2                   Certification                                           21
</TABLE>








<PAGE>





ITEM 1.  FINANCIAL STATEMENTS

INTRODUCTION TO INTERIM FINANCIAL STATEMENTS.

The interim financial statements included herein have been prepared by Bay
Resources Ltd. ("Bay Resources" or 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-KSB for the year
ended June 30, 2004.

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 September 30, 2004, the results
of its operations for the three month periods ended September 30, 2004 and
September 30, 2003, and the changes in its cash flows for the three month
periods ended September 30, 2004 and September 30, 2003, have been included. The
results of operations for the interim periods are not necessarily indicative of
the results for the full year.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

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

                                                                               2
<PAGE>



                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                           Consolidated Balance Sheet
                               September 30, 2004
                                   (Unaudited)




                                                            A$000's
                                                           ---------
ASSETS

Current Assets:
Cash                                                           167
Receivables                                                    133
Prepayments and Deposits                                       203
                                                           ---------
Total Current Assets                                           503
                                                           ---------
Non Current Assets:
Property and Equipment, net                                     24
                                                           ---------
Total Non Current Assets                                        24
                                                           ---------
Total Assets                                                   527
                                                           =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts Payable and Accrued Expenses                          932
Accounts Payable - Affiliate                                    52
                                                           ---------
Total Current Liabilities                                      984
                                                           ---------
Total Liabilities                                              984
                                                           ---------
Stockholders' Equity (Deficit):
Common Stock: $.0001 par value
25,000,000 shares authorized,
16,714,130 issued and outstanding                                2
Less Treasury Stock at Cost, 2,500 shares                      (20)
Additional Paid-in-Capital                                  29,700
Other Comprehensive Loss                                       (15)
Retained (Deficit)                                         (30,124)
                                                           ---------
Total Stockholders' Equity (Deficit)                          (457)
                                                           ---------
Total Liabilities and Stockholders' Equity (Deficit)           527
                                                           =========



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

                                                                               3
<PAGE>



                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      Consolidated Statements of Operations
                      Three Months Ended September 30 2004,
                             and September 30, 2003
                                   (Unaudited)




                                                       2004             2003
                                                      A$000's          A$000's
                                                     --------         ---------
Revenues:                                            $     --         $     --
                                                     --------         --------
Costs and Expenses:
Exploration Expenditure                                 1,056               9
Interest Expense                                            3              40
Legal, Accounting & Professional                           39              10
Administrative                                            220              65
                                                        1,318             124
                                                     --------         --------
Loss from Operations                                  (1,318)            (124)
Income (Loss) before Income Tax                       (1,318)            (124)
Provision for Income Tax                                   --              --
                                                     --------         --------
Net Income (Loss)                                     (1,318)            (124)
                                                     --------         --------
(Loss) Per Common Equivalent Share                     (0.79)           (0.02)
                                                     --------         --------
Weighted Number of Common
Equivalent Shares Outstanding (in thousands)           16,714            6,345
                                                     --------         --------



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

                                                                               4
<PAGE>



                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      Consolidated Statements of Cash Flows
                 Three Months Ended September 30, 2004 and 2003
                                   (Unaudited)

                                                             2004         2003
                                                            A$000's      A$000's
                                                           -------       -------
CASH FLOWS FROM OPERATING ACTIVITIES

Net (Loss)                                                 $(1,318)     $  (124)

Adjustments

Foreign Currency Exchange Gain                                  (1)        --
Depreciation of Plant and Equipment                              2         --
Accrued interest added to principal                              2           40
Net Change in:
Receivables                                                    (46)           1
Prepayments and Deposits                                        38         --
Accounts Payable and Accrued Liabilities                       432          (14)
Accounts Payable - Affiliate                                   (54)           9
                                                           -------      -------
Net Cash Provided (Used) in Operating Activities              (945)         (88)
                                                           -------      -------
CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Plant and Equipment                                 (6)        --
                                                           -------      -------
Net Cash (Used) in Investing Activities                         (6)        --
                                                           -------      -------
CASH FLOW FROM FINANCING ACTIVITIES

Net Borrowings from Affiliates                                --             88
                                                           -------      -------
Net Cash Provided  in Financing Activities                    --             88
                                                           -------      -------
Net (Decrease) in Cash                                        (951)        --

Cash at Beginning of Period                                  1,118            1
                                                           -------      -------
Cash at End of Period                                          167            1
                                                           -------      -------



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

<PAGE>
                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                               September 30, 2004


(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 48.2% of Bay Resources as of
September 30, 2004.  During fiscal 1998,  Bay Resources  incorporated  a further
subsidiary,  Baynex.com Pty Ltd (formerly  Bayou  Australia Pty Ltd),  under the
laws of Australia.  Baynex.com  Pty Ltd has not traded since  incorporation.  On
August 21, 2000, Bay Resources  incorporated a new wholly owned subsidiary,  Bay
Resources (Asia) Pty Ltd (formerly Bayou  International  Pty Ltd), a corporation
incorporated under the laws of Australia. In June 2002, the Company incorporated
a new wholly  owned  subsidiary,  Golden Bull  Resources  Corporation,  formerly
4075251 Canada Inc, a corporation  incorporated under the laws of Canada. Golden
Bull Resources  Corporation is  undertaking  exploration  activities for gold in
Canada.

(2) AFFILIATE TRANSACTIONS

         Bay   Resources   advances  to  and  receives   advances  from  various
affiliates.  All advances  between  consolidated  affiliates  are  eliminated on
consolidation.

         Included in accounts  payable and accrued  liabilities at September 30,
2004 was A$51,883 due to AXIS  Consultants,  an affiliated  management  company.
During the three months ending  September 30, 2004 and 2003,  Bay Resources paid
management fees to this affiliated  management  company in the amounts  A$30,000
and  A$30,000,  respectively,  and  reimbursed  AXIS  Consultants  A$72,000  and
A$22,000  for  direct  costs,  including  salaries,  incurred  on  behalf of the
Company,  respectively.  At September  30, 2004 and 2003,  the Company owed AXIS
Consultants  A$51,883 and  A$546,846,  respectively,  for  services  provided in
accordance with the Service Agreement.  During the three months ending September
30, 2004 and 2003, AXIS  Consultants  charged  interest of A$1,598 and A$12,736,
respectively,  on outstanding  balances.  These entities are affiliated  through
common management and ownership.

Chevas Pty Ltd, a company  associated with the President of the Company,  Joseph
Gutnick,  provided loan funds to enable the Company to meet its  liabilities and
has paid certain expenses on behalf of the Company. At June 30 2003, the Company
owed Chevas  A$1,239,315  during the three  months  ending  September  30, 2003,
Chevas loaned a further A$40,209 and charged A$27,307 in interest to the Company
on the loan account.  At September 30, 2003 the Company owed Chevas A$1,306,831.
The amount owed to Chevas was repaid in full in March  2004.  At  September  30,
2004 there are no amounts owing to Chevas.

At June 30,  2003,  the Company  owed Tahera  A$1,361.  During the three  months
ending September 30, 2003 Tahera incurred further exploration and administration
costs in Canada on behalf of the Company amounting to A$9,130.  During the three
months ending September 30, 2003 , Tahera did not charge the Company interest on
amounts outstanding. At September 30, 2003, the Company owed Tahera $10,491. Mr.
JI  Gutnick,  the  President  of the  Company,  ceased to be the  President  and
Chairman  of Tahera in October  2003 and the  Company's  principal  stockholder,
Edensor  Nominees Pty Ltd., of which Mr. Gutnick is a director and  shareholder,
ceased to be a major stockholder of Tahera in October 2003.


                                                                               6

<PAGE>



                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                               September 30, 2004

(3) AFFILIATE TRANSACTIONS (CONT'D)


During the year ended June 30, 2003, Mr JI Gutnick paid certain amounts owing to
Tahera on behalf of the Company and at September 30, 2003, the amount of $47,000
was owing to Mr Gutnick. This amount was repaid in March 2004.

Quantum  Resources Limited ("QUR"),  a company  associated with the President of
the Company,  Mr J I Gutnick,  incurred  certain  costs on behalf of the Company
amounting to A$43,941 in respect to the Company's activities in Tibet China as a
result of QUR's  contacts in China.  This  amount  remained  outstanding  and is
included in accounts  payable and accrued  expenses at September  30, 2003.  The
amount was repaid in March 2004.

Kerisridge Pty Ltd, a company associated with the President of the Company, Mr J
I Gutnick,  loaned us  A$2,273,186 in March 2004 for the purpose of repaying our
long term debt. On March 31, 2004,  Kerisridge agreed to convert all of the debt
owed to them into common stock and warrants of the Company.  The Company  issued
1,753,984 shares of common stock and 1,753,984  warrants  exercisable at US$1.30
and at any time up to March 31, 2006 in full repayment of the  $2,273,186  owing
to Kerisridge.

On February 19, 2004 Edensor  Nominees Pty Ltd  ("Edensor")  advised the Company
that it was exercising the 6,000,000  options for common stock of the Company it
held utilizing the cashless  exercise feature of the terms and conditions of the
issue of the options.  The Company  issued  5,142,857  shares of common stock to
Edensor on March 3, 2004 as a result of the exercise of the options.

Interest  expense  incurred on loans and  advances  due to  affiliated  entities
approximated  A$3,000 and A$40,000 in the quarters ended  September 30, 2004 and
2003, respectively.

(4) 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.  Bay Resources has sustained
recurring  losses  and  has  a  net  working  capital  deficiency  which  raises
substantial doubts as to its ability to continue as going concerns.  However,Bay
Resources  anticipates  that it will be able to defer  repayment of  obligations
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.


                                                                               7

<PAGE>



                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                               September 30, 2004

 (5) INCOME TAXES

Bay Resources should have carry forward losses of approximately  US$20.5 million
as of June 30,  2004  which  will  expire in the years 2005  through  2023.  Bay
Resources  will need to file tax returns for those years having  losses on which
returns have not been filed to establish  the tax benefits of the net  operating
loss carry  forwards.  Due to the  uncertainty  of the  availability  and future
utilization of those  operating loss carry  forwards,  management has provided a
full valuation against the related tax benefit.

(6) CONTINGENT LIABILITIES

The Company has  received  an invoice  from a  corporation  that  conducted  the
pegging  of the  claims in Canada on behalf of the  Company.  A number of claims
that were  pegged were not  ultimately  issued to the Company due to a number of
errors by the pegging Company.  The Company had advised the pegging company that
it does not  believe any further  payments  are due to the pegging  company as a
result of the economic loss incurred by Bay Resources. The Company believes that
if it is  unsuccessful  in defending  any claim that is brought  against it, the
maximum  potential  liability  is  CDN$59,000.  No  accrued  liability  has been
recorded  in  the  accompanying   financial   statement   pending  the  ultimate
disposition of this matter.


                                                                               8
<PAGE>




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FUND COSTS CONVERSION

The consolidated statements of operations 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 and Canadian dollar during the periods indicated:

         3 months  ended  September  30, 2003  A$1.00 = US$.6802
         3 months  ended  September  30, 2004  A$1.00 = US$.7168
         3 months  ended  September  30, 2003  A$1.00 = CDN$.9103
         3 months  ended  September  30, 2004  A$1.00 = CDN$.9172

RESULTS OF OPERATION

THREE MONTHS ENDED SEPTEMBER 30, 2004 VS. THREE MONTHS ENDED SEPTEMBER 30 2003.

Costs and expenses  increased from  A$124,000 in the three months  September 30,
2003 to A$1,318,000 in the three months ended  September 30, 2004. The Company's
financial  statements are prepared in Australian  dollars (A$).  Since September
30, 2003 the A$ compared to the United  States dollar (US$) has  appreciated  by
5.4%.  A number of the costs and expenses of the Company are incurred in US$ and
the  conversion of these costs to A$ means that the comparison of September 2004
to 2003 does not always present a true comparison. The increase in expenses is a
net result of:

     a)   a decrease in interest  expense  from  A$40,000  for the three  months
          ended  September  30,  2003 to  A$3,000  for the  three  months  ended
          September 30, 2004 as all long term debt was converted  into equity in
          March 2004 and the Company  raised  funds  through the issue of shares
          and warrants in March 2004 to fund the  Company's  operations.  During
          the  2003  quarter,   the  interest  rate  of  8.60%  was  charged  on
          outstanding  amounts  by  Chevas  which  did not  change.  Chevas is a
          company  associated  with  Mr.  J.I.  Gutnick,  our  President,  which
          provided funding for the Company's  operations  during the prior year.
          AXIS  provides  management  and  geological  services  to the  Company
          pursuant to a Service  Deed dated  November  25,  1988.  AXIS  charged
          interest at a rate between  10.10% and 10.60% for fiscal 2004 compared
          to 9.60% and 10.10% for fiscal 2003.

     b)   an  increase  in  legal,  accounting  and  professional  expense  from
          A$10,000 for the three months ended September 30, 2003 to A$39,000 for
          the three months ended  September 30, 2004 as a result of the increase
          in  accounting  fees in the three  months  ending  September  30, 2004
          compared to the three months ending September 30, 2003 and a quarterly
          accrual for the annual  audit;  an annual fee for the  maintenance  of
          records by the external  share  registrar to do with the reverse stock
          split that  occurred in 1999 and an increase in legal fees in relation
          to discussions with external  financiers and the preparation of a Form
          SB-2 to register securities issued during a private placement in March
          2004.

     c)   an increase in administrative  costs including  salaries from A$65,000
          in the three months ended September 30, 2003 to A$220,000 in the three
          months ended September 30, 2004 as a result of the costs of engaging a
          consultant to undertake  business  development and investor  relations
          work for the Company and associated business expenses of A$50,000; the
          costs of negotiation with external funding sources of A$7,000; amounts
          charged by Canaccord to cover due  diligence  and other costs prior to
          Canaccord agreeing to act as sponsor for the Company's Toronto Venture
          Exchange  ("TSX-V")  listing in Canada of  A$39,000;  an  increase  in
          direct  costs,  including  salaries,  charged  to the  Company by AXIS
          Consultants  as a result of the increase in activity of the Company of
          A$50,000; and a quarterly allocation of the insurance costs for Canada
          to cover the exploration programme of A$11,000.  Other than the direct
          costs charged by AXIS Consultants, there was no comparable cost in the
          prior comparable quarter.

                                                                               9
<PAGE>


     d)   an increase in the exploration expenditure expense from $9,000 for the
          three  months ended  September  30, 2003 to  $1,056,000  for the three
          months ended  September  30, 2004.  In March 2004, we appointed a Vice
          President  Exploration in Canada and commenced the exploration program
          on the Committee Bay Properties. These properties are in Nunavet in an
          isolated area and exploration can only be undertaken  between June and
          August each year due to ground conditions. Exploration is costly as we
          were required to hire and construct a temporary camp which also had to
          be transported by charter flight. All supplies and temporary employees
          also needed to be transported to the temporary camp by charter flights
          and/or  helicopter.  The  properties  are  located  approximately  100
          kilometers  from the camp and employees are  transported by helicopter
          daily  from  camp to the  exploration  site.  For the 3  months  ended
          September  2003,  exploration  in Canada  related  to  monitoring  the
          staking of claims in the  Committee Bay  Greenstone  Belt at a cost of
          A$9,000.

As a result of the foregoing,  the loss from operations increased from A$124,000
for the three  months  ended  September  30, 2003 to  A$1,318,000  for the three
months ended September 30, 2004.

The net loss was  A$1,318,000  for the three  months  ended  September  30, 2004
compared to a net loss of  A$124,000  for the thee months  ended  September  30,
2003.


LIQUIDITY AND CAPITAL RESOURCES

For the September  quarter of 2004,  net cash used in operating  activities  was
A$945,000  primarily  consisting of the net loss for the quarter of A$1,318,000;
increases in accounts payable and accrued expenses of A$432,000;  a reduction of
prepayments  and  deposits  of  A$38,000;  a  decrease  in  accounts  payable  -
affiliates of A$54,000 and an increase in receivables of A$46,000. Net cash used
in investing activities consisted of a A$6,000 purchase of plant and equipment.

As of September  30, 2004 the Company had  short-term  obligations  of A$984,000
comprising  accounts  payable,  accrued  expenses  and a short term loan from an
affiliate.

We have  A$167,000  in cash at  September  30, 2004.  We are  investigating  the
possibility  of  raising  cash  flow  through  money in Canada  for  exploration
purposes.

We have been preparing a listing  application for the dual listing of our shares
of common stock on TSX-V. The listing  application was lodged with TSX-V in June
2004 and we are currently in the process of  responding  to questions  raised by
TSX-V. We believe that a dual listing of our shares of common stock will provide
liquidity  in our shares.  There can be no  assurance  that the dual  listing on
TSX-V will  eventuate or that such listing will create an increase in the volume
of trading of our shares of common stock.

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 2005.

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.

                                                                              10
<PAGE>


The Company will require  substantial  additional  capital over the next year in
order to satisfy  existing  liabilities  and to provide  funding to achieve  its
current business plan. Failure to obtain such capital could adversely impact the
Company's operations and prospects.

CAUTIONARY  SAFE HARBOR  STATEMENT  UNDER THE UNITED STATES  PRIVATE  SECURITIES
LITIGATION REFORM ACT OF 1995.

Certain information  contained in this Form 10-QSB's 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-QSB 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
exploration  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-KSB on file with the Securities and Exchange Commission.


                                                                              11

<PAGE>




ITEM 3.  CONTROLS AND PROCEDURES

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 as of the end of
the period  covered by this report.  Based upon that  evaluation,  such officers
concluded  that our  disclosure  controls and procedures are effective to ensure
that information gathered, analyzed and disclosed on a timely basis.

Internal  Control Over Financial  Reporting.  There have not been any changes in
the  Company's  internal  control  over  financial  reporting  during the fiscal
quarter to which this  report  relates  that have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.


                                                                              12
<PAGE>




                                     PART II

                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         Not Applicable


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable

ITEM 5.  OTHER INFORMATION

         Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBIT NO. DESCRIPTION


     31.1 Certification   of   Chief   Executive   Officer   required   by  Rule
          13a-14(a)/15d-14(a) under the Exchange Act

     31.2 Certification   of   Chief   Financial   Officer   required   by  Rule
          13a-14(a)/15d-14(a) under the Exchange Act

     32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002

     32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002

         (b)    The Company did not file any Report on Form 8-K during the three
                months ended September 30, 2004.


                                                                              13
<PAGE>



                                  (FORM 10-QSB)

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 the reinto 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)

                                        By: /s/ Peter Lee
                                        -------------------------------------
                                        Peter Lee
                                        Peter Lee, Director, Secretary and
                                        Chief Financial Officer
                                        (Principal Financial Officer)

Dated November 12, 2004

                                                                              14
<PAGE>



                                  EXHIBIT INDEX

EXHIBIT NO.             DESCRIPTION
----------              -----------
   31.1   Certification of Chief Executive Officer required by Rule
          13a-14(a)/15d-14(a) under the Exchange Act

   31.2   Certification of Chief Financial Officer required by Rule
          13a-14(a)/15d-14(a) under the Exchange Act

   32.1   Certification of Chief Executive Officer pursuant to
          18 U.S.C. Section 1350, as adopted pursuant to Section
          906 of Sarbanes-Oxley act of 2002

   32.2   Certification of Chief Financial Officer pursuant to
          18 U.S.C. Section 1350, as adopted pursuant to Section
          906 of Sarbanes-Oxley act of 2002


                                                                              15