<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 2O549

                                    FORM 1O-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, 2001     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.)

             210 Kings Way South Melbourne, Victoria, 3205 Australia
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code     0ll (613) 9234 - 1100
                                                     ------------------------

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
   --------                   --------

                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, 2001.


<PAGE>   2


                                     PART 1

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         INTRODUCTION TO INTERIM FINANCIAL STATEMENTS.

         The interim financial statements included here in 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, 2000.

         Effective October 17, 2000 the Company changed its name to Bay
Resources Ltd.

         In the opinion of management, all adjustments, consisting only of
normal recurring adjustments and consolidating entries, necessary to present
fairly the consolidated financial position of the Company and subsidiaries as of
March 31, 2001 and March 31, 2000, the results of its consolidated operations
for the three and nine month periods ended March 31, 2001 and March 31, 2000,
and the changes in its consolidated cash flows for the three and nine month
periods ended March 31, 2001 and March 31, 2000, 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
<PAGE>   3


                        BAY RESOURCES LTD. AND SUBSIDIARY
                           Consolidated Balance Sheets
                        March 31, 2001 and June 30, 2000
                               and March 31, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                      ASSETS
                      ------

                                                        A $000's          A $000's         A $000's
                                                           Mar 31           June 30           Mar 31
                                                             2001              2000             2000
                                                         --------          --------         --------
<S>                                                      <C>               <C>              <C>
Current Assets:
Cash                                                     $      6          $      2         $      8
                                                         --------          --------         --------
Total Current Assets                                            6                 2                8
                                                         --------          --------         --------
Other Assets:
Investments                                                    49                49            4,115
Organisational Costs, net                                       -                 -                1
                                                         --------          --------         --------
Total Other Assets                                             49                49            4,116
                                                         --------          --------         --------
Total Assets                                             $     55          $     51         $  4,124
                                                         ========          ========         ========


        LIABILITIES AND STOCKHOLDERS' EQUITY
        ------------------------------------

Current Liabilities:
Accounts Payable and Accrued Expenses                    $    314          $    285         $    348
                                                         --------          --------         --------
Total Current Liabilities                                     314               285              348
                                                         --------          --------         --------
Long-Term Debt                                                627               214               10
                                                         --------          --------         --------
Total Liabilities                                             941               499              358
                                                         --------          --------         --------
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, 50,000 shares                  (20)              (20)             (20)
Additional Paid-in-Capital                                 25,175            25,175           25,175
Accumulated other Comprehensive Loss                       (6,456)           (6,456)          (2,390)
Retained Deficits                                         (19,586)          (19,148)         (19,000)
                                                         --------          --------         --------
Total Stockholders' Equity (Deficit)                         (886)             (448)           3,766
                                                         --------          --------         --------
Total Liabilities and
Stockholders' Equity                                     $     55          $     51         $  4,124
                                                         ========          ========         ========
</TABLE>








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


                                                                               3
<PAGE>   4


                        BAY RESOURCES LTD. AND SUBSIDIARY
                      Consolidated Statements of Operations
                    Three Months Ended March 31 2001 and 2000
                  and nine months ended March 31, 2001 and 2000
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         A$000's              A$000's            A$000's        A$000's
                                                           Three                Three               Nine           Nine
                                                          Months               Months             Months         Months
                                                           Ended                Ended              Ended          Ended
                                                          Mar 31               Mar 31             Mar 31         Mar 31
                                                            2001                 2000               2001           2000
                                                         -------              -------            -------        -------
<S>                                                      <C>                  <C>                <C>            <C>
Revenues:                                                $     -              $     -            $     -        $     -
Other Income:                                                  -                    -                  -              -
                                                         -------              -------            -------        -------
                                                               -                    -                  -              -
                                                         -------              -------            -------        -------

Costs and Expenses:
Interest Expense:                                             22                    8                 51             73
Legal, Accounting & Professional                               9                   40                 20             51
Administrative                                                87                   31                367            121
                                                         -------              -------            -------        -------
                                                             118                   79                438            245
                                                         -------              -------            -------        -------
Loss from Operations:                                       (118)                 (79)              (438)          (245)

Foreign Currency Exchange Gain (Loss)                          -                    -                  -              -
                                                         -------              -------            -------        -------
                                                               -                    -                  -              -
                                                         -------              -------            -------        -------
Income (Loss) before Income Tax                             (118)                 (79)              (438)          (245)
Provision for Income Tax                                       -                    -                  -              -
                                                         -------              -------            -------        -------
Net Income (Loss)                                        $  (118)             $   (79)           $  (438)       $  (245)
                                                         =======              =======            =======        =======

Earnings Per Common Equivalent Share From
Continuing Operations (cents per share)                  $  (.02)             $  (.01)           $  (.07)       $  (.02)
                                                         =======              =======            =======        =======

Weighted Number of Common Equivalent Shares
Outstanding 000's                                          6,347                6,347              6,347         15,368
                                                         =======              =======            =======        =======

</TABLE>


















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



                                                                               4
<PAGE>   5


                        BAY RESOURCES LTD. AND SUBSIDIARY
                 Consolidated Statements of Stockholders' Equity
                        March 31, 2001 and June 30, 2000
                               and March 31, 1999
                                   (Unaudited)


<TABLE>
<CAPTION>

                                   Shares        Common      Treasury       Paid in      Retained     Accumulated       Total
                                                  Stock      Stock at       Capital      Earnings           Other
                                                 Amount          Cost                   (Deficit)   Comprehensive
                                                                                                             Loss

                                     000's      A$000's       A$000's       A$000's       A$000's         A$000's     A$000's
                                   -------      -------      --------      --------     ---------  --------------     -------
<S>                                <C>          <C>          <C>           <C>          <C>           <C>             <C>
Balance June 20, 1998              46,942       $ 9,388      $    (20)     $ 11,592     $ (18,267)     $   (1,989)    $   704

Comprehensive Income

  Net unrealised loss on
  marketable securities                 -             -             -             -             -          (3,855)     (3,855)

  Net income year ended
  6-30-99                               -             -             -             -          (488)              -        (488)
                                                                                                                      -------

Total Comprehensive Income              -             -             -               -           -               -      (4,343)
                                   -------      -------      --------      --------     ---------      ----------     -------
Balance June 30, 1999               46,942        9,388           (20)       11,592       (18,755)         (5,844)     (3,639)
Comprehensive Income

  Net unrealised gain on
  marketable securities                 -             -             -             -             -            (612)       (612)

  Net income year ended
  6-30-00                               -             -             -             -          (393)              -        (393)
                                                                                                                      -------
Total Comprehensive Income              -             -             -             -             -               -      (1,005)
                                                                                                                      -------
20 for 1 Reverse Stock Split      (44,595)       (9,387)            -         9,387             -               -           -

Issuance of 4,000,000 shares
in lieu of debt repayment           4,000             -             -         4,076             -               -       4,076

Sale of 8,000,000 options to
purchase common stock                   -             -             -           120             -               -         120
                                   -------      -------      --------      --------     ---------      ----------     -------
Balance 6-30-00                     6,347             1           (20)       25,175       (19,148)         (6,456)       (448)

Comprehensive Income

  Net unrealised gain on
  marketable securities                 -             -             -             -             -               -           -

  Net income nine months
  ending 3-31-01                        -             -             -             -          (438)              -        (438)
                                                                                                                      -------
Total Comprehensive Income              -             -             -             -             -               -        (438)
                                   -------      -------      --------      --------     ---------      ----------     -------
Balance 3-31-01                      6,347      $     1      $    (20)     $ 25,175     $ (19,586)     $   (6,456)    $  (886)
                                   =======      =======      ========      ========     =========      ==========     =======
</TABLE>

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

                                                                               5
<PAGE>   6


                        BAY RESOURCES LTD. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                    Nine Months Ended March 31, 2001 and 2000
                          and Year Ended June 30, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              A $000's         A $000's         A $000's
                                                              9 Months             Year         9 Months
                                                                 Ended            Ended            Ended
                                                                Mar 31          June 30           Mar 31
                                                                  2001             2000             2000
                                                              --------         --------         --------
<S>                                                            <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                              $  (438)         $  (393)          $ (245)
Adjustments:
Foreign Currency Translation                                         -                -                -
Depreciation and Amortisation                                        -                -                -
Loss on Disposition of Assets                                        -                -                -
Change Net of Effects of Subsidiary
Acquisitions:
Organisational costs                                                 -                1                -
Accounts Receivable                                                  -                -                -
A/P and Accrued Liabilities                                         29              (11)              52
                                                              --------         --------         --------
Net Cash Provided (Used) in Continuing Operations                 (409)            (403)            (193)
                                                              --------         --------         --------
CASH FLOW FROM INVESTING ACTIVITIES:
Investment in Treasury Stock                                         -                -                -
Investment in Subsidiary                                             -                -                -
                                                              --------         --------         --------
Net Cash Provided (Used) in Investing Activities                     -                -                -
                                                              --------         --------         --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowing under Credit Line Arrangements                         -                -                -
Net Borrowing from Affiliates                                      413              284               80
Sale of Options                                                      -              120              120
                                                              --------         --------         --------
Net Cash Provided by Financing Activities                          413              404              200
                                                              --------         --------         --------
Net Increase (Decrease) in Cash                                      4                1                7
Cash at Beginning of Year                                            2                1                1
                                                              --------         --------         --------
Cash at End of Year                                            $     6          $     2           $    8
                                                              ========         ========         ========
Supplemental Disclosures:
Common Stock Issued in Lieu of
Debt Repayment  $                                                    -            4,076            4,076
Interest Paid (Net Capitalised)                                     51               80               73
Income Tax Paid $                                                    -                -                -

</TABLE>








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



                                                                               6
<PAGE>   7



                        BAY RESOURCES LTD. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                        March 31, 2001, June 30, 2000 and
                                 March 31, 2000


(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, 2001.

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. Bay Resources 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 since
incorporation.

On October 17, 2000 the Company changed its name to Bay Resources Ltd. The
change in name is based on the direction the Company wishes to proceed in the
future, being focused on opportunities in the mining & exploration area.


(2)  INVESTMENT SECURITIES

The following is a summary of Investment Securities at March 31, 2001, June 30,
2000 and March 31, 2000:

<TABLE>
<CAPTION>
                                          A$000's          A$000's           A$000's
                                           Mar 31          June 30            Mar 31
                                             2001             2000              2000
                                          -------          -------           -------
<S>                                         <C>              <C>               <C>
Investment Cost Method                      4,516            4,516             4,516
Trading Securities:
Marketable Equity
Securities, at cost                             -                -                 -
Gross Unrealised Gains                          -                -                 -
Gross Unrealised Losses                    (4,467)          (4,467)             (401)
                                         --------          -------           -------
Marketable Equity Securities,
at fair value                                  49               49             4,115
                                         ========           ======           =======
</TABLE>

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 investments were sold during 2001 and 2000 and all securities
were treated as available for sale for 2001 and 2000. The net unrealised loss of
A$ 0 and A$ 612 shown in the Statement of Stockholders Equity for 2001 and 2000
consist entirely of the change in holding loss for those periods.





                                                                               7

<PAGE>   8




                        BAY RESOURCES LTD. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                        March 31, 2001, June 30, 2000 and
                                 March 31, 2000


(3)  SHORT TERM AND LONG TERM DEBT

The following is a summary of Bay Resources' borrowing arrangements as of March
31, 2001, June 30, 2000 and March 31, 2000.

<TABLE>
<CAPTION>

                                                                       A$000's          A$000's           A$000's
                                                                        Mar 31          June 30            Mar 31
Long-Term                                                                 2001             2000              2000
---------                                                              -------          -------           -------
<S>                                                                      <C>              <C>               <C>
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 June 30, 2001. (1)                                                  627              214                10
                                                                       -------          -------           -------
Total Long-Term                                                            627              214                10
                                                                       -------          -------           -------
</TABLE>



(1)   Repaid on October 7, 1999 through the issuance of 4,000,000 post split
      shares. Balance at the date of the stock issuance was approximately
      $4,076,000. An amount of $7,000 was repaid on January 20, 2000 partly
      through the issuance of 8,000,000 options to purchase shares of the
      Company. Both issuances were to a company affiliated with the President of
      Bay Resources.


(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, 2001, Bay Resources had no outstanding advances to or from
unconsolidated affiliated companies.
$ 279,000, $ 245,000 and $ 295,000 of accounts payable for the dates shown on
the balance sheet are due to an affiliated management company.


(5)  GOING CONCERN

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplates
continuation of Bay Resources and Subsidiary as a going concern. However, Bay
Resources has sustained recurring losses. In addition, Bay Resources has no net
working capital, 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 and the President. 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 arrangements 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.







                                                                               8

<PAGE>   9


                        BAY RESOURCES LTD. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                        March 31, 2001, June 30, 2000 and
                                 March 31, 2000


(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 which is
included in other income.

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 SCNV shares to its
stockholders.


(7)  INCOME TAXES

Bay Resources files its income tax returns on an accrual basis. Bay Resources
has carry forward losses of approximately US$14 million as of June 30, 1999
which expire in the years 1999 through 2012. Due to the uncertainty as to
realisation of these losses, a valuation allowance of US$4.7 million has been
recorded to off set the tax benefit of the carry forward losses.


(8)  NEW BUSINESS OPPORTUNITY

On May 23, 2000 the Company announced their intention to joint venture with
Primus Telecom, an International Data, Internet and Telecommunications company,
to develop a global electronic trading community ("Portal") to date, no
financial commitments have been agreed to.

On September 27, 2000 the Company announced their intention to acquire a
strategic investment in St Andrew Goldfields Ltd, ("St Andrew") subject to the
completion of due diligence. The Company would have issued, if completed, 1
million shares to St Andrew who, in exchange, would have issued 16 millions
shares to the Company and 16 million common share purchase warrants with an
exercise period of 36 months. The Company would have held an approximate 36%
interest in St. Andrew. The agreement also required St Andrew to refinance
existing debt and raise further working capital, on a best endeavours basis. On
January 30, 2001, by mutual agreement, the parties terminated the agreement
between the Company and St Andrew.


(9)  CHANGES IN STOCKHOLDERS' EQUITY

During the year ended June 30, 2000 the Company completed the following
transactions:

(a)   On June 29, 1999 the Company undertook a reverse stock split on a 1:20
      basis and changed its par value from US$0.15 to US$0.0001 per share.

(b)   On October 7, 1999 the Company issued 4,000,000 post split shares, to a
      Company affiliated with the President of Bay Resources, in lieu of payment
      of $4,076,000 in borrowings.

(c)   On January 20, 2000 the Company issued 8,000,000 options to purchase
      previously unissued stock to a company affiliated with the President of
      Bay Resources. Total consideration totalled $120,000 and included both
      cash and partial debt repayment.



                                                                               9

<PAGE>   10


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

NEW BUSINESS OPPORTUNITY

The Company is investigating internet opportunities in the area of medical
research and mining and exploration.

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, 2000 A$1.00 = U.S. $.6071
         9 months ended March 31, 2001 A$1.00 = U.S. $.4856

RESULTS OF OPERATION

NINE MONTHS ENDED MARCH 31, 2001 VS. NINE MONTHS ENDED MARCH 31 2000.

Costs and expenses increased from A$ 245,000 in the nine months ended March 31,
2000 to A$ 438,000 in the nine months ended March 31, 2001. The increase is a
net result of:

a)    a decrease in interest expense from A$ 73,000 for the nine months ended
      March 31, 2000 to A$ 51,000 for the nine months ended March 31, 2001 as a
      result of the reduction in long term debt of the Company through the
      issuance of shares in lieu of payment.

b)    a decrease in legal accounting and professional expense from A$ 51,000 for
      the nine months ended March 31, 2000 to A$ 20,000 for the nine months
      ended March 31, 2001. In fiscal 2000, the cost related to work being
      undertaken on the ecommerce project by the Company. This project ceased in
      fiscal 2000 and there is no similar cost in fiscal 2001.

c)    the increase in administrative costs including salaries from A$ 121,000 in
      the nine months ended March 31, 2000 to A$ 367,000 in the nine months
      ended March 31, 2001, as a result of work undertaken on the change of the
      Company's activities and due diligence on the proposed acquisition of an
      interest in St Andrew Goldfields Ltd.

As a result of the foregoing, the loss from operations increased from A$ 245,000
for the nine months ended March 31, 2000 to A$ 438,000 for the nine months ended
March 31, 2001.

The net loss was A$ 438,000 for the nine months ended March 31, 2001 compared to
a net loss of A$ 245,000 for the nine months ended March 31, 2000.


LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2001 the Company had short-term obligations of A$ 314,000
comprising accounts payable and accrued expenses and long term obligations of A$
627,000.

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 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 1999 and 2000.

On October 7, 1999 Bay Resources authorised the issuance effective December 31,
1999 of 4,000,000 shares of its previously unissued stock to a company of which
the President of Bay Resources is a director and shareholder, in lieu of
repayment of the debt described in note (3). Balance due at the stock issuance
was approximately A$4,076,000.

On January 20, 2000 the Board of Directors authorised the issuance of 8,000,000
options to purchase previously unissued shares, to a company of which the
President of Bay Resources is a director and shareholder, partly in lieu of
repayment of the debt in note (3). Balance at the date of issuance of options
was $7,000. Options are exercisable after two years for a period of three years
at US$1.00 per share.

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


                                                                              10
<PAGE>   11



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 the strength of the domestic and foreign
economies, slower than anticipated completion of research and development
projects 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.













                                                                              11

<PAGE>   12


                                     PART II


Item 1.    LEGAL

           Not Applicable

Item 5.    OTHER INFORMATION

           (a) Mr. Ian Currie resigned as a Director of the Company on 9
               March 2001.

           (b) Mr. David Prentice was appointed a Director of the Company on
               21 March 2001.

               Mr. Prentice has over 13 years experience in the mining industry
               in both land management and business development. He has
               extensive experience in managing the commercial aspects of
               publicly listed exploration and mining companies, including
               business and project analysis support (playing an active role in
               the growth of companies by assisting with the identification and
               analysis of potential acquisition opportunities), negotiating and
               managing land access and Joint Venture agreements and managing
               legislative compliance (including Native Title, Environmental and
               Mining legislation across Australia).

           (c) Mr. Dov Farkas was appointed a Director of the Company on
               21 March 2001.

               Mr. Farkas has been responsible since January 2000, for the
               investor relations activities of six public listed companies in
               the resources and biotechnology fields, namely Astro Mining N.L,
               Autogen Limited, Bay Resources Ltd, Gutnick Resources N.L,
               Johnson's Well Mining N.L and Quantum Resources Limited.

               Prior to that time, Dov was employed by the Swiss commodities
               trading group Glencore International AG, in the global coal
               trading division based in Sydney. During this four-year period at
               Glencore, the coal trading division grew to become the world's
               largest coal trading company.


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, 2001.





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<PAGE>   13



                                   (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 15, 2001                 By:  /s/ Peter Lee
                                         ---------------------------------
                                         Peter Lee
                                         Peter Lee, Director, Secretary and
                                         Chief Financial Officer
                                         (Principal Financial Officer)



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