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, 2005     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, 2005.

Transitional Small Business Disclosure Format (Check one) Yes        No   X
                                                              -----     -----



<PAGE>


Table Of Contents

<TABLE>
<CAPTION>
                                                                                                            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>



                                                                               1
<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, 2005.

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, 2005, the results
of its operations for the three month periods ended September 30, 2005 and
September 30, 2004, and the changes in its cash flows for the three month
periods ended September 30, 2005 and September 30, 2004, 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, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                            A$000's
                                                                                            -------
<S>                                                                                              <C>
ASSETS

Current Assets
Cash                                                                                             7
Receivables                                                                                    132
Prepayments and Deposits                                                                        78
                                                                                   -----------------

Total Current Assets                                                                           217
                                                                                   -----------------

Non Current Assets
Property and Equipment, net                                                                     16
                                                                                   -----------------

Total Non Current Assets                                                                        16
                                                                                   -----------------

Total Assets                                                                                   233
                                                                                   =================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Current Liabilities
Accounts Payable and Accrued Expenses                                                          648
                                                                                   -----------------

Total Current Liabilities                                                                      648
                                                                                   -----------------

Non Current Liabilities
Long-term Advance - Affiliate                                                                1,175
                                                                                   -----------------

Total Non Current Liabilities                                                                1,175
                                                                                   -----------------

Total Liabilities                                                                            1,823
                                                                                   -----------------

Stockholders' Equity (Deficit):
Common Stock: $.0001 par value
50,000,000 shares authorized,
16,714,130 issued                                                                                2
Less Treasury Stock at Cost, 2,500 shares                                                      (20)
Additional Paid-in-Capital                                                                  30,275
Deferred Compensation                                                                         (120)
Other Comprehensive Loss                                                                        (6)
Retained Deficit during exploration stage                                                   (5,319)
Retained Deficit prior to exploration                                                      (26,402)
                                                                                   -----------------

Total Stockholders' Equity (Deficit)                                                        (1,590)
                                                                                   -----------------

Total Liabilities and Stockholders' Equity (Deficit)                                           233
                                                                                   =================

See Notes to Consolidated Financial Statements
</TABLE>



                                                                               3
<PAGE>

                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      Consolidated Statements of Operations
   Three Months Ended September 30 2005 and 2004 and for the cumulative period
    July 1, 2002 (inception of exploration activities) to September 30, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                              July 1, 2002
                                                                                  2005                 2004   to September
                                                                               A$000's              A$000's       30, 2005

Revenues:                                                                           $-                   $-        A$000's
                                                                    ------------------- -------------------- --------------------

Costs and Expenses:
<S>                                                                                 <C>                                      <C>
Stock Based Compensation                                                            78                    -                  455
Exploration Expenditure                                                             38                1,056                2,464
Interest Expense, net-related entity                                                26                    3                  325
Legal, Accounting and Professional                                                  15                   39                  378
Administrative                                                                     151                  220                1,692
                                                                    ------------------- -------------------- --------------------
                                                                                   308                1,318                5,314
                                                                    ------------------- -------------------- --------------------
(Loss) from Operations                                                           (308)              (1,318)              (5,314)
Foreign Currency Exchange (Loss)                                                   (7)                    -                  (5)
                                                                    ------------------- -------------------- --------------------
(Loss) before Income Tax                                                         (315)              (1,318)              (5,319)
Provision for Income Tax                                                             -                    -                    -
                                                                    ------------------- -------------------- --------------------
Net (Loss)                                                                       (315)              (1,318)              (5,319)
                                                                    ------------------- -------------------- --------------------
Basic net (Loss) Per Common Equivalent Shares                                   (0.02)               (0.08)               (0.47)
                                                                    ------------------- -------------------- --------------------
Weighted Number of Common
Equivalent Shares Outstanding (000's)                                           16,714               16,714               11,280
                                                                    ------------------- -------------------- --------------------
</TABLE>


See Notes to Consolidated Financial Statements



                                                                               4
<PAGE>

                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      Consolidated Statements of Cash Flows
   Three Months Ended September 30 2005 and 2004 and for the cumulative period
    July 1, 2002 (inception of exploration activities) to September 30, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                             July 1, 2002
                                                                                                             to September
                                                                               2005               2004           30, 2005
                                                                            A$000's            A$000's            A$000's
                                                                            -------            -------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                          <C>              <C>                <C>
Net (Loss)                                                                   $(315)           $(1,318)           $(5,319)

Adjustments to reconcile net (loss) to net cash used
in Operating Activities
Foreign Currency Exchange Loss/(Gain)                                             7                (1)                  4
Depreciation of Plant and Equipment                                               2                  2                 12
Stock based compensation                                                         78                  -                455
Accrued interest added to principal                                              26                  2                210
Net Change in:
Receivables                                                                     (2)               (46)              (128)
Staking Deposit                                                                   -                  -                 23
Prepayments and Deposits                                                          -                 38               (82)
Accounts Payable and Accrued Expenses                                            31                432                187
Short Term Advance - Affiliates                                                   -               (54)               (36)
                                                                    ---------------- ------------------ ------------------

Net Cash Provided (Used) in Operating Activities                              (173)              (945)            (4,674)
                                                                    ---------------- ------------------ ------------------

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Plant and Equipment                                                   -                (6)               (27)
                                                                    ---------------- ------------------ ------------------

Net Cash (Used) in Investing Activities                                           -                (6)               (27)
                                                                    ---------------- ------------------ ------------------

CASH FLOW PROVIDED BY FINANCING ACTIVITIES

Net Borrowings from Affiliates                                                  178                  -                181
Sale of Shares of Common Stock                                                    -                  -              2,253
Proceeds from Loan Payable                                                        -                  -              2,273
Net Cash Provided by Financing Activities                                       178                  -              4,707
                                                                    ---------------- ------------------ ------------------

Net Increase (decrease) in Cash                                                   5              (951)                  6

Cash at Beginning of Period                                                       2              1,118                  1
                                                                    ---------------- ------------------ ------------------

Cash at End of Period                                                             7                167                  7
                                                                    ---------------- ------------------ ------------------

Supplemental Disclosures
Interest Paid                                                                     -                  -                255

NON CASH FINANCING ACTIVITY
Debt repaid through issuance of shares                                            -                  -              2,273
Stock Options recorded as Deferred Compensation                                   -                  -                575
</TABLE>


See Notes to Consolidated Financial Statements



                                                                               5
<PAGE>

                       BAY RESOURCES LTD AND SUBSIDIARIES
                         (An Exploration Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)
                               September 30, 2005
                   and for the cumulative period July 1, 2002
           (inception of exploration activities) to September 30, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Retained     Retained
                                                                           Earnings    Earnings
                                                       Treasury            (Deficit)  (Deficit)           Other
                                                Common Stock,  Additional(during the  (prior to  DeferredCompre-
                                                 Stock    at    Paid-in   Exploration Exploration Compen-hensive
                                         Shares Amount   Cost   Capital     stage)      stage)    sation  Loss   Total
                                         -------------------------------------------------------------------------------
                                           000'sA$000's A$000's   A$000's     A$000's     A$000's A$000'sA$000's A$000's
<S>          <C> <C>                      <C>       <C>   <C>    <C>                    <C>                     <C>
Balance June 30, 2002                     6,347     $1    $(20)  $25,175           -    $(26,402)      -   -    $(1,246)
Net loss                                      -      -       -         -        (681)          -       -   -       (681)
                                         -------------------------------------------------------------------------------

Balance June 30, 2003                     6,347     $1    $(20)  $25,175       $(681)   $(26,402)      -   -    $(1,927)

Issuance of 1,753,984 shares and warrants
 in lieu of debt repayment                1,754      -       -     2,273           -           -       -   -      2,273
Sale of 1,670,000 shares and warrants     1,670      -       -     2,253           -           -       -   -      2,253
Issuance of 6,943,057 shares on cashless
 exercise of options                      6,943      1       -        (1)          -           -       -   -          -
Net unrealised loss on foreign exchange       -      -       -         -           -           -       -   (9)       (9)
Net (loss)                                    -      -       -         -     $(1,723)          -       -   -     (1,723)
                                         -------------------------------------------------------------------------------
Balance June 30, 2004                    16,714     $2    $(20)  $29,700     $(2,404)   $(26,402)      -   (9)     $867

Issuance of 1,400,000 options under 2004
 stock option plan                            -      -       -       575           -           -    (575)  -          -

Amortisation of 1,400,000 options under
 2004 stock option plan                       -      -       -         -           -           -     377   -        377

Net unrealised gain on foreign exchange       -      -       -         -           -           -       -   6          6

Net/(loss)                                    -      -       -         -      (2,600)          -       -   -     (2,600)
                                         -------------------------------------------------------------------------------
Balance June 30, 2005                    16,714     $2    $(20)   30,275     $(5,004)    (26,402)   (198)  (3)   (1,350)
                                         -------------------------------------------------------------------------------


Amortisation of 1,400,000 options under
 2004 stock option plan                       -      -       -         -           -           -      78   -         78

Net unrealised gain on foreign exchange       -      -       -         -           -           -       -   (3)       (3)

Net/(loss)                                    -      -       -         -        (315)          -       -   -       (315)
                                         -------------------------------------------------------------------------------
Balance September 30, 2005               16,714     $2    $(20)   30,275     $(5,319)   $(26,402)  $(120) $(6)  $(1,590)
                                         -------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements



                                                                               6
<PAGE>

                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                               September 30, 2005

(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 32.3% of Bay Resources as of
September 30, 2005. 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.

During the three months ending September 30, 2005 and 2004 AXIS Consultants
("AXIS") an affiliated management company advanced Bay Resources A$103,885 and
A$90,618 respectively including services provided in accordance with the service
agreement of A$88,885 and A$90,618 respectively and reimbursed AXIS A$2,850 and
A$167,453 respectively for outstanding amounts including carried forward
outstanding amounts. During the three months ending September 30, 2005 and 2004
AXIS charged interest of A$7,906 and A$1,598, respectively, on outstanding
balances. The interest rate charged by AXIS for the three months ended September
30, 2005 was 9.35% compared to between 10.10% and 10.60% for the three months
ended September 30, 2004. At September 30, 2005 the Company owed AXIS A$405,705.
These entities are affiliated through common management and ownership.

Wilzed 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. During the three months
ending September 30, 2005, Wilzed loaned the Company A$77,433 and charged
interest of A$16,834. The interest rate charged by Wilzed for the three months
was 9.35%. At September 30, 2005, the Company owed Wilzed A$769,742.

Interest expense incurred on loans and advances due to affiliated entities
approximated A$25,950 and A$3,000 in the three months ended September 30, 2005
and 2004, respectively.

<TABLE>
<CAPTION>
                                                                                           A$000's
                                                                                              2005
                                                                                              ----
(3)  Long-Term Advance - Affiliate
----------------------------------
<S>                                                                                           <C>
Loan from AXIS, a corporation affiliated with the President of Bay                            405
Resources.  Interest accrued at 9.35% being the ANZ Banking Group Limited
rate for overdrafts over $100,000.

Loan from Wilzed Pty Ltd, a corporation affiliated with the President of Bay
Resources.  Interest accrued at 9.10% to 9.35% per annum.                                     770
                                                                               --------------------
                                                                                            1,175
                                                                               ====================
</TABLE>



                                                                               7
<PAGE>

                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                               September 30, 2005

(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 is in the
exploration stage, has sustained recurring losses and has a net working capital
deficiency which raises substantial doubts as to its ability to continue as a
going concern. 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.

The accumulated deficit of the Company from inception through September 30, 2005
amounted to A$31,721,000 of which A$5,319,000 has been accumulated from July
2002, the date the Company entered the Exploration Stage, through September 30,
2005.

(5)  Income Taxes
-----------------

Bay Resources should have carry forward losses of approximately US$19.4 million
as of June 30, 2005 which will expire in the various years through 2024. 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)  Employment Contract
------------------------

In October 2004, the Company entered into an employment agreement with a new
Chief Operating Officer. The agreement expires on December 31, 2006 and provides
for an annual salary of US$110,000. As part of this employment contract, the
Company granted options to purchase 750,000 shares of the Company common stock
at US$1.00 per share (see Note 7). The 750,000 options vest as follows: 250,000
immediately, 250,000 on September 1, 2005 and 250,000 on December 31, 2006. The
issue of the second 250,000 and third 250,000 options are subject to
availability of options in the Stock Option Plan.

(7)  Issue of Options under Stock Option Plan
---------------------------------------------

In October 2004, the Board of Directors and Remuneration Committee of the
Company adopted a Stock Option Plan and agreed to issue 1,400,000 options and up
to a further 500,000 options to acquire shares of common stock in the Company,
at an exercise price of US$1.00 per option, subject to shareholder approval
which was subsequently received on January 27, 2005. Of the total 1,400,000
options issued, 350,000 vest immediately following shareholder approval, 50,000
vest on March 31, 2005, 333,331 vest on July 27, 2005, 333,334 vest on January
27, 2006 and the balance of 333,335 vest on July 27, 2006. If the additional
500,000 options are granted, they will vest 250,000 on October 31, 2005 and
250,000 on December 31, 2006. The exercise price of US$1.00 was derived from the
issue price of common stock from the placement of shares on March 31, 2004 and
is considered by the Company's Directors to be the fair value of the common
stock. The options expire on October 15, 2014.

The Company has accounted for all options issued in 2005 based upon their fair
market value using the Black Scholes pricing model. There were no options issued
by the Company in 2004.



                                                                               8
<PAGE>

                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                               September 30, 2005

(7)  Issue of Options under Stock Option Plan (Cont'd)
------------------------------------------------------

The Company has calculated the fair value of the options using the Black Scholes
valuation method using a share price of US$1.00, strike price of US$1.00,
maturity period of 5 years 7 1/2 months, risk free interest rate of 5.15% and
volatility of 20%. This equates to a value of US31.85 cents per option. The
total value of the options equates to A$575,100 (US$445,900) and has been
reflected as Deferred Compensation Expense within the Shareholders Equity
Section of the Balance Sheet. The gross fair value is amortised into operations
over the vesting period. For the quarter ended September 30, 2005, the
amortization amounted to A$78,012.

During the three months ended September 30, 2005, 50,000 options lapsed when Mr
P. Ehrlich resigned as a Director.

A summary of the options outstanding and exercisable at September 30, 2005 are
as follows:

                             Outstanding              Exercisable
Number of options              1,350,000                  716,666
Exercise price                   US$1.00                  US$1.00
Expiration date         October 15, 2014         October 15, 2014



                                                                               9
<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, 2004 A$1.00 = US$.7168
          3 months ended September 30, 2005 A$1.00 = US$.7603
          3 months ended September 30, 2004 A$1.00 = CDN$.9172
          3 months ended September 30, 2005 A$1.00 = CDN$.8905

RESULTS OF OPERATION

Three Months Ended September 30, 2005 vs. Three Months Ended September 30 2004.

Costs and expenses decreased from A$1,318,000 in the three months September 30,
2004 to A$308,000 in the three months ended September 30, 2005. The Company's
financial statements are prepared in Australian dollars (A$). A number of the
costs and expenses of the Company are incurred in US$ and CDN$ and the
conversion of these costs to A$ means that the comparison of September 2005 to
2004 does not always present a true comparison. The decrease in expenses is a
net result of:

     a)   an  increase  in  interest  expense  (net) from  A$3,000 for the three
          months ended September 30, 2004 to A$26,000 for the three months ended
          September 30, 2005. AXIS provides  management and geological  services
          to the Company  pursuant to a Service  Deed dated  November  25, 1988.
          AXIS  charged  A$7,906  in  interest  at a rate of 9.35% for the three
          months to September  30, 2005 compared to 10.10% and 10.60% for fiscal
          2004.  Wilzed loaned  further funds to the Company  during the quarter
          and charged A$16,834 in interest.

     b)   a decrease in legal, accounting and professional expense from A$39,000
          for the three  months  ended  September  30, 2004 to A$15,000  for the
          three  months  ended  September  30,  2005  primarily  as a result  of
          decrease in share register  activity  reducing the fee for maintenance
          of the records by the external share registrar.

     c)   a decrease in administrative  costs including  salaries from A$220,000
          in the three months ended September 30, 2004 to A$151,000 in the three
          months ended  September  30,  2005.  In  September  30, 2004  quarter,
          external  consultants  were used to  undertake  work in respect to the
          Company's  Toronto  Venture  listing  in  Canada.  No such  costs were
          incurred in the  September  30, 2005  quarter;  and as a result of the
          reduced activity, salaries charged to the Company by AXIS decreased by
          $23,000.  Other than the direct  costs  charged by AXIS,  there was no
          comparable cost in the prior comparable quarter.

     d)   a decrease in the exploration  expenditure expense from $1,056,000 for
          the three  months  ended  September  30, 2004 to $38,000 for the three
          months  ended  September  30,  2005.  No  field  exploration  has been
          undertaken during the 2005 field season due to the high level of field
          exploration in the 2004 field season and lack of funding.

     e)   an  increase  in stock  based  compensation  from  A$nil for the three
          months ended September 30, 2004 to A$78,000 for the three months ended
          September 30, 2005. Following shareholder approval on January 27, 2005
          the Company issued 1,400,000 options pursuant to the 2004 Stock Option
          Plan. Of the total 1,400,000 options issued,  350,000 vest immediately
          following shareholder approval, 50,000 vest on March 31, 2005, 333,331
          vest on July  27,  2005,  333,334  vest on  January  27,  2006 and the
          balance of 333,335 vest on July 27, 2006.  If the  additional  500,000
          options are  granted,  they will vest  250,000 on October 31, 2005 and
          250,000 on  December  31,  2006.  The  exercise  price of US$1.00  was
          derived  from the issue price of common  stock from the  placement  of
          shares on March 31, 2004 and is considered by the Company's  Directors
          to be the fair value of the common stock.



                                                                              10
<PAGE>

         The Company has calculated the fair value of the 1,400,000 options
         issued in January 2005 using the Black Scholes valuation method using a
         share price of US$1.00, strike price of US$1.00, maturity period of 5
         years 7 1/2 months, risk free interest rate of 5.15% and volatility of
         20%. This equates to a value of US31.85 cents per option or a total of
         A$575,100. Of this amount, A$78,012 has been amortised and charged to
         operations in the September 2005 quarter.

As a result of the foregoing, the loss from operations decreased from
A$1,318,000 for the three months ended September 30, 2004 to A$315,226 for the
three months ended September 30, 2005.

The net loss was A$315,000 for the three months ended September 30, 2005
compared to a net loss of A$1,318,000 for the thee months ended September 30,
2004.

Liquidity and Capital Resources

For the September quarter of 2005, net cash used in operating activities was
A$173,000 primarily consisting of the net loss for the quarter of A$315,000;
increases in accounts payable and accrued expenses of A$31,000; an increase in
receivables of A$2,000; stock based compensation was A$78,000; and accrued
interest added to principal was A$26,000.

As of September 30, 2005 the Company had short-term obligations of A$648,000
comprising accounts payable and accrued expenses.

We have A$7,000 in cash at September 30, 2005. The Company anticipates that it
needs to spend $500,000 on legal, professional, accounting and administration
expenses over the next 12 months. We are investigating the possibility of
raising through "flow financing" in Canada for exploration purposes and/or other
finance for exploration and working capital 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.

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.

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.



                                                                              11
<PAGE>

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.

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

         (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



                                                                              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 11, 2005



                                                                              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