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 March 31, 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 March 31, 2005.

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


<PAGE>


Table Of Contents

                                                                         PAGE NO
                                                                         -------
PART I.       FINANCIAL INFORMATION

Item 1        Financial Statements                                          2
Item 2        Management's Discussion and Analysis or Plan of Operations   11
Item 3        Controls and Procedures                                      16

PART II       OTHER INFORMATION

Item 1        Legal Proceedings                                            17
Item 2        Changes in Securities and Use of Proceeds                    17
Item 3        Defaults Upon Senior Securities                              17
Item 4        Submission of Matters to a Vote of Security Holders          17
Item 5        Other Information                                            17
Item 6        Exhibits and Reports on Form 8-K                             17


SIGNATURES                                                                 18

EXHIBIT INDEX                                                              19

Exh. 31.1         Certification                                            20
Exh. 31.2         Certification                                            22
Exh. 32.1         Certification                                            24
Exh. 32.2         Certification                                            25



                                                                               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, 2004.

In the opinion of management,  all  adjustments,  consisting of normal recurring
adjustments and consolidating entries, necessary to present fairly the financial
position of the Company and  subsidiaries  as of March 31, 2005,  the results of
its  operations  for the three and nine month  periods  ended March 31, 2005 and
March 31,  2004,  and the  changes in its cash flows for the nine month  periods
ended  March 31, 2005 and March 31,  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
                                 March 31, 2005
                                   (Unaudited)

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

Current Assets:
Cash                                                                          1
Receivables                                                                 132
Prepayments and Deposits                                                     93
                                                                        -------

Total Current Assets                                                        226
                                                                        -------

Non Current Assets:
Property and Equipment, net                                                  19
                                                                        -------
Total Non Current Assets                                                     19
                                                                        -------
Total Assets                                                                245
                                                                        =======


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts Payable and Accrued Expenses                                       480
Short Term Loan - Affiliate                                                 817
                                                                        -------
Total Current Liabilities                                                 1,297
                                                                        -------
Total Liabilities                                                         1,297
                                                                        -------

Stockholders' Equity (Deficit):
Common Stock: $.0001 par value
25,000,000 shares authorized,
16,714,130 issued                                                             2
Less Treasury Stock at Cost, 2,500 shares                                   (20)
Additional Paid-in-Capital                                               30,275
Deferred Compensation                                                      (324)
Other Comprehensive Loss                                                     (4)
Retained (Deficit)                                                      (30,981)
                                                                        -------
Total Stockholders' Equity (Deficit)                                     (1,052)
                                                                        -------
Total Liabilities and Stockholders' Equity (Deficit)                        245
                                                                        =======



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

                                                                               3
<PAGE>

                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      Consolidated Statements of Operations
                   Three and Nine Months Ended March 31 2005,
                               and March 31, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>

                                               Three       Three        Nine        Nine
                                              Months      Months      Months      Months
                                               Ended       Ended       Ended       Ended
                                           March 31,   March 31,   March 31,   March 31,
                                                2005        2004        2005        2004
                                             A$000's     A$000's     A$000's     A$000's
<S>                                       <C>         <C>         <C>         <C>

Revenues:                                  $      --   $      --   $      --   $      --
                                           ---------   ---------   ---------   ---------
Costs and Expenses:

Exploration Expenditure                         45           61        1,233           87
Interest Expense, net                           19           40           24          125
Stock Based Compensation                       251           --          251           --
Legal, Accounting & Professional                31           12          117           40
Administrative                                 139          176          555          297
                                           -------      -------      -------      -------

                                               485          289        2,180          549
                                           -------      -------      -------      -------

Loss from Operations                          (485)        (289)      (2,180)        (549)
Foreign Currency Exchange Gain                   5           --            5           --
                                           -------      -------      -------      -------

Income (Loss) before Income Tax               (480)        (289)      (2,175)        (549)

Provision for Income Tax                        --           --           --           --
                                           -------      -------      -------      -------
Net Income (Loss)                             (480)        (289)      (2,175)        (549)
                                           -------      -------      -------      -------
Net (Loss) Per Common Equivalent Share     $  (.03)     $  (.03)     $  (.13)     $  (.08)
                                           -------      -------      -------      -------
Weighted Number of Common
Equivalent Shares Outstanding (in
thousands)                                  16,714        8,302       16,714        6,992
                                           -------      -------      -------      -------

</TABLE>


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


                                                                               4
<PAGE>

                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)
                                  March 1, 2005

<TABLE>
<CAPTION>

                                                                                                              Other
                                         Common      Treasury     Additional    Retained      Deferred       Compreh
                                         Stock       Stock, at     Paid-in      Earnings      Compens         ensive
                             Shares      Amount        Cost        Capital      (Deficit)       ation          Loss         Total
                             ------      ------       ------       -------      --------      --------         ----         -----
                              000's      A$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>          <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      $(27,083)           --            --      $ (1,927)

Issuance of 1,753,984         1,754           --           --         2,273            --            --            --         2,273
shares and warrants in
lieu of debt repayment

Sale of 1,670,000 shares      1,670           --           --         2,253            --            --            --         2,253
and warrants

Issuance of 6,943,057         6,943            1           --            (1)           --            --            --            --
shares on cashless
exercise of options

Net unrealised loss on           --           --           --            --            --            --            (9)           (9)
foreign exchange

Net (loss)                       --           --           --            --        (1,723)           --            --        (1,723)
                           --------     --------     --------      --------      --------      --------      --------      --------
Balance June 30, 2004        16,714     $      2     $    (20)     $ 29,700      $(28,806)           --            (9)     $    867

Issuance of 1,400,000            --           --           --           575            --          (575)           --            --
options under 2004 Stock
Option Plan

Amortisation of 1,400,000        --           --           --            --            --           251            --           251
options issued under 2004
Stock Option Plan

Net unrealized gain on           --           --           --            --            --            --             5             5
foreign exchange

Net (loss)                       --           --           --            --        (2,175)           --            --        (2,175)
                           --------     --------     --------      --------      --------      --------      --------      --------
Balance March 31, 2005       16,714     $      2     $    (20)     $ 30,275      $(30,981)     $   (324)     $     (4)     $ (1,052)
                           --------     --------     --------      --------      --------      --------      --------      --------

</TABLE>

                                                                               5
<PAGE>

                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      Consolidated Statements of Cash Flows
                    Nine Months Ended March 31, 2005 and 2004
                                   (Unaudited)

                                                              2005        2004
                                                             A$000's     A$000's
                                                             -------     -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss)                                                   (2,175)       (549)

Adjustments

Foreign Currency Exchange Gain                                   (5)         --
Depreciation of Plant and Equipment                               7          --
Accrued interest added to principal                              24         125
Options Issued for Stock Based Compensation                     251          --
Net Change in:
Receivables                                                     (45)        (11)
Prepayments and Deposits                                        148          --
Accounts Payable and Accrued Expenses                            (5)          1
                                                             ------      ------

Net Cash Provided (Used) in Operating Activities             (1,800)       (434)
                                                             ------      ------

CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Plant and Equipment                                  (6)         (4)
                                                             ------      ------

Net Cash (Used) in Investing Activities                          (6)         (4)
                                                             ------      ------

CASH FLOW FROM FINANCING ACTIVITIES
Short-Term Loan - Affiliate                                      --          62
Proceeds from issued shares of common stock                      --       2,273
Net Borrowings from Affiliates                                  689      (1,897)
                                                             ------      ------

Net Cash Provided by Financing Activities                       689         438
                                                             ------      ------
Net Increase (Decrease) in Cash                              (1,117)         --

Cash at Beginning of Period                                   1,118           1
                                                             ------      ------
Cash at End of Period                                             1           1
                                                             ------      ------
Supplementary Disclosures

Interest Paid                                                    --         125
Conversion of debt to equity - 1,753,984 shares                  --       2,273
Stock Options recorded as Deferred Compensation                 575          --


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


                                                                               6
<PAGE>

                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                 March 31, 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 44.2% of Bay Resources as of
March 31,  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 nine months ending March 31, 2005 and 2004, AXIS  Consultants Pty Ltd
("AXIS"), an affiliated management company,  billed Bay Resources for management
fees in the amounts  A$90,000 and  A$180,000,  respectively  and  A$195,179  and
A$169,986  for  direct  costs,  including  salaries,  incurred  on behalf of the
Company.  Bay Resources paid an amount of A$243,500 and A$675,253 to AXIS during
the nine months to March 31, 2005 and 2004, respectively.  At March 31, 2005 and
2004, the Company owed AXIS A$191,469 and A$41,468,  respectively,  for services
provided in accordance with the Service Agreement. During the nine months ending
March 31,  2005 and  2004,  AXIS  charged  interest  of  A$7,665  and  A$41,868,
respectively,  on  outstanding  balances.  AXIS  is  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 nine  months
ending March 31, 2005,  Wilzed loaned the Company A$609,133 and charged interest
of A$16,087. At March 31, 2005, the Company owed Wilzed A$625,220.

Chevas Pty Ltd, a company  associated with the President of the Company,  Joseph
Gutnick,  provided loan funds to enable the Company to meet its  liabilities and
has paid certain expenses on behalf of the Company. At June 30 2003, the Company
owed Chevas  A$1,239,315.  During the nine months ending March 31, 2004,  Chevas
loaned a further  A$274,989  and charged  A$82,268 in interest to the Company on
the loan account. The amount owed to Chevas was repaid in full in March 2004. At
March 31, 2005 there are no amounts owing to Chevas.

At June 30, 2003, the Company owed Tahera A$1,361. During the nine months ending
March 31, 2004 Tahera incurred further  exploration and administration  costs in
Canada on behalf of the Company  amounting  to  A$9,130.  During the nine months
ending  March 31,  2004,  Tahera did not charge the Company  interest on amounts
outstanding. At March 31, 2004, the Company owed Tahera A$1,339. Mr. JI Gutnick,
the President of the Company,  ceased to be the President and Chairman of Tahera
in October 2003 and the Company's  principal  stockholder,  Edensor Nominees Pty
Ltd., of which Mr. Gutnick is a director and  shareholder,  ceased to be a major
stockholder of Tahera in October 2003.


                                                                               7
<PAGE>

                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                 March 31, 2005

(3) Affiliate Transactions (Cont'd)

During the year ended June 30, 2003, Mr JI Gutnick paid certain amounts owing to
Tahera on behalf of the Company and at December 31, 2003, the amount of A$47,000
was owing to Mr Gutnick. This amount was repaid in March 2004.

Quantum  Resources Limited ("QUR"),  a company  associated with, Mr J I Gutnick,
incurred  certain  costs on behalf of the Company  during the nine months  ended
March 31, 2004  amounting to A$43,941 in respect to the Company's  activities in
Tibet  China as a result of QUR's  contacts  in China.  The amount was repaid in
March 2004.

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

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

Interest  expense  incurred on loans and  advances  due to  affiliated  entities
approximated  A$23,752 and A$124,136 in the nine months ended March 31, 2005 and
2004, respectively.

(4) Going Concern

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with generally  accepted  accounting  principles,  which contemplates
continuation  of Bay  Resources  as a going  concern.  Bay  Resources  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 March 31, 2005
amounted to A$30,981,000 of which  A$4,579,000  has been  accumulated  from July
2002,  the date the Company  entered the  Exploration  Stage,  through March 31,
2005.


                                                                               8
<PAGE>

                       BAY RESOURCES LTD. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                 March 31, 2005

(5) Income Taxes

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

(6) Contingent Liabilities

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

(7) 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 8). 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.

(8) 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 September 1, 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.


                                                                               9
<PAGE>

In December  2004, the Financial  Accounting  Standards  Board issued  Statement
Number 123 (revised 2004) ("FSAS 123 (R)"),  Share-Based  Payments.  SAS 123 (R)
requires all entities to  recognize  compensation  expense in an amount equal to
the fair  value  of  share-based  payments,  such as stock  options  granted  to
employees.  The  Company  is  required  to  apply  SFAS  123  (R) on a  modified
prospective  method.  Under  this  method,  the  Company is  required  to record
compensation  expense (as  previous  awards  continue to vest) for the  unvested
portion of  previously  granted  awards that remain  outstanding  at the date of
adoption. In addition,  the Company may elect to adopt SFAS 123 (R) by restating
previously  issued  financial  statements,  basing the  amounts  on the  expense
previously  calculated and reported in their pro forma disclosures that had been
required  by SFAS 123.  SFAS 123 (R) is  effective  as of the  beginning  of the
Company's next fiscal year.

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 prior to 2005.

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
Statement.  The gross fair value is amortised into  operations  over the vesting
period.  For the quarter  ended March 31,  2005,  the  amortization  amounted to
$251,408.


                                                                              10
<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:

      9 months ended March 31, 2004 A$1.00 = US$0.7589
      9 months ended March 31, 2005 A$1.00 = US$0.7484
      9 months ended March 31, 2004 A$1.00 = CDN$0.9529
      9 months ended March 31, 2005 A$1.00 = CDN$0.9357

RESULTS OF OPERATION

Three Months Ended March 31, 2005 vs. Three Months Ended March 31 2004.

Costs and expenses  increased from A$289,000 in the three months ended March 31,
2004 to  A$485,000  in the three  months  ended March 31,  2005.  The  Company's
financial  statements are prepared in Australian dollars (A$). A number of 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 the three months ended March 2005
to the three months ended March 2004 does not always present a true  comparison.
The increase in expenses is a net result of:

      a)    a decrease in interest  expense  (net) from  A$40,000  for the three
            months  ended March 31, 2004 to A$19,000  for the three months ended
            March 31,  2005 as all long term debt was  converted  into equity in
            March 2004 and the Company  raised funds through the issue of shares
            and warrants in March 2004 to fund the Company's operations.  During
            the  2004  quarter,  the  interest  rate of  8.60%  was  charged  on
            outstanding  amounts by Chevas.  Chevas is a company associated with
            Mr. J.I.  Gutnick,  our President,  which  provided  funding for the
            Company's   operations  during  the  prior  year.  AXIS  Consultants
            provides  management and geological services to the Company pursuant
            to a Service Deed dated November 25, 1988. AXIS Consultants  charged
            interest at a rate of 10.60% to 10.85% for fiscal  2005  compared to
            9.60% and 10.10%  for fiscal  2004.  During the three  months  ended
            March 31, 2005.  Wilzed  loaned the Company a further  A$609,133 and
            charged the Company A$16,087 in interest.  The interest rate charged
            by Wilzed  was at the rate of 9.1% to 9.35%.  During  the March 2005
            quarter, AXIS charged interest of A$7,665 on amounts outstanding.

      b)    an increase  in legal,  accounting  and  professional  expense  from
            A$12,000  for the three  months ended March 31, 2004 to A$31,000 for
            the three  months ended March 31, 2005 as a result of an increase in
            legal  fees in  relation  to the  preparation  of a  listing  of the
            Company's securities on the Toronto Venture Exchange.

      c)    a decrease in administrative costs including salaries from A$176,000
            in the three  months  ended March 31, 2004 to A$139,000 in the three
            months  ended March 31,  2005.  In the March 31, 2004  quarter,  the
            consultant who provided investor relations and business  development
            services billed the Company for work from November 2003 in excess of
            the amount anticipated by the Company. There is no similar amount in
            the current year.

      d)    an decrease in the exploration  expenditure expense from $61,000 for
            the three  months  ended  March 31,  2004 to  $45,000  for the three
            months  ended March 31,  2005.  In March 2004,  we  appointed a Vice
            President  Exploration  in  Canada  and  commenced  the  exploration
            program on the Committee Bay and Slave Properties.  These properties


                                                                              11
<PAGE>

            are in  Nunavet  in an  isolated  area and  exploration  can only be
            undertaken  between  June and  September  each  year  due to  ground
            conditions.  Exploration  is costly as we were  required to hire and
            construct  a  temporary  camp  which also had to be  transported  by
            charter flight. All supplies and temporary  employees also needed to
            be  transported  to the  temporary  camp by charter  flights  and/or
            helicopter.  The properties are located approximately 100 kilometers
            from the camp and employees are transported by helicopter daily from
            camp to the exploration site. For the three months ended March 2005,
            exploration  in  Canada  was  minimal  due to the  seasonal  weather
            conditions.

      e)    an  increase in stock  based  compensation  from A$nil for the three
            months ended March 31, 2004 to A$251,000  for the three months ended
            March 31, 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
            September  1, 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.

            In December 2004, the Financial  Accounting  Standards  Board issued
            Statement  Number 123  (revised  2004) ("SAS 123 (R)"),  Share-Based
            Payments.   FSAS  123  (R)   requires   all  entities  to  recognize
            compensation  expense  in an  amount  equal  to the  fair  value  of
            share-based  payments,  such as stock options  granted to employees.
            The  Company  is  required  to  apply  SFAS  123  (R) on a  modified
            prospective  method.  Under this method,  the Company is required to
            record  compensation  expense (as previous  awards continue to vest)
            for the unvested  portion of previously  granted  awards that remain
            outstanding  at the date of adoption.  In addition,  the Company may
            elect to adopt SFAS 123 (R) by restating previously issued financial
            statements,  basing the amounts on the expense previously calculated
            and reported in their pro forma  disclosures  that had been required
            by SFAS 123.  SFAS 123 (R) is effective  as of the  beginning of the
            Company's  next fiscal year..  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$251,408 has been amortised and charged to operations
            in the March 2005 quarter.

As a result of the foregoing,  the loss from operations increased from A$289,000
for the three  months  ended March 31, 2004 to  A$480,000  for the three  months
ended March 31, 2005.

The net loss was A$289,000 for the three months ended March 31, 2004 compared to
a net loss of A$480,000 for the thee months ended March 31, 2005.

Nine Months Ended March 31, 2005 vs. Nine Months Ended March 31, 2004.

Costs and expenses increased from A$549,000 in the nine months March 31, 2004 to
A$2,180,000  in the nine months ended March 31, 2005.  The  Company's  financial
statements  are prepared in  Australian  dollars (A$). 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 the nine months ended March 2005 to the
nine months  ended  March 2004 does not always  present a true  comparison.  The
increase in expenses is a net result of:

      a)    an decrease in interest  expense  (net) from  A$125,000 for the nine
            months  ended March 31, 2004 to A$24,000  for the nine months  ended
            March 31,  2005 as all long term debt was  converted  into equity in
            March 2004 and the Company  raised funds through the issue of shares
            and warrants in March 2004 to fund the Company's operations.  During
            the  2004  period,  the  interest  rate  of  8.60%  was  charged  on


                                                                              12
<PAGE>

            outstanding  amounts by Chevas.  Chevas is a company associated with
            Mr. J.I.  Gutnick,  our President,  which  provided  funding for the
            Company's operations during the prior year. AXIS provides management
            and  geological  services to the Company  pursuant to a Service Deed
            dated November 25, 1988.  AXIS charged  interest at a rate of 10.60%
            to 10.85% for fiscal  2005  compared  to 9.60% and 10.10% for fiscal
            2004

      b)    an increase  in legal,  accounting  and  professional  expense  from
            A$40,000 for the nine months  ended March 31, 2004 to A$117,000  for
            the nine  months  ended March 31, 2005 as a result of an increase in
            legal fees in relation to discussions  with external  financiers and
            the  preparation  of a listing of the  Company's  securities  on the
            Toronto Venture Exchange .

      c)    an  increase  in  administrative   costs  including   salaries  from
            A$297,000  in the nine months  ended March 31, 2004 to  A$555,000 in
            the nine months  ended March 31, 2005 as a result of the increase in
            the direct costs billed by AXIS  Consultants  from A$169,986 for the
            nine months ended March 31, 2004  compared to A$318,285 for the nine
            months  ended  March  31,  2005 as a  result  of the  salary  of the
            President being charged for the nine months (A$82,500) which was not
            billed  until the June 2004  quarter  in the  prior  period  and the
            increase in salaries and  management fee charged by AXIS as a result
            of the  increase  in work  undertaken  on behalf of the Company as a
            result of the  increase in the level of  activity,  the costs of our
            Chief Operating Officer who undertakes business development, capital
            raising and investor  relations  work for the Company and associated
            business expenses of A$112,961 (2004:  $76,932 as he was employed as
            a  consultant  from  November  2003);   the  costs  of  preparation,
            lodgement  with the SEC and printing of  documentation  forwarded to
            shareholders for the 2004 annual general meeting of A$14,000 and the
            nine month allocation of the insurance costs for Canada to cover the
            exploration  programme of A$47,830.  There was no comparable cost in
            the prior  comparable  period for the  annual  general  meeting  and
            insurance  as the  Company  has only  taken out  insurance  since it
            commenced   its   exploration   activities   and  the  prior  annual
            shareholders approval occurred in June 2003.

      d)    an increase in the exploration expenditure expense from A$87,000 for
            the nine months  ended March 31,  2004 to  A$1,233,000  for the nine
            months  ended March 31,  2005.  In March 2004,  we  appointed a Vice
            President  Exploration  in  Canada  and  commenced  the  exploration
            program on the Committee Bay Properties and Slave Properties.  These
            properties  are in Nunavet in an isolated area and  exploration  can
            only be  undertaken  between  June and  September  each  year due to
            ground conditions. Exploration is costly as we were required to hire
            and construct a temporary  camp which also had to be  transported by
            charter flight. All supplies and temporary  employees also needed to
            be  transported  to the  temporary  camp by charter  flights  and/or
            helicopter.  The properties are located approximately 100 kilometers
            from the camp and employees are transported by helicopter daily from
            camp to the  exploration  site.  For the nine months ended March 31,
            2004,  exploration  in Canada  related to monitoring  the staking of
            claims in the  Committee  Bay  Greenstone  Belt.  In the nine months
            ended March 31, 2005, we completed field programs at both properties
            at a cost during the nine month period of A$1,233,000.

      e)    an  increase in stock  based  compensation  from A$nil for the three
            months ended March 31, 2004 to A$251,000  for the three months ended
            March 31, 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.

As a result of the foregoing,  the loss from operations increased from A$549,000
for the nine  months  ended March 31,  2004 to  A$2,175,000  for the nine months
ended March 31, 2005.

                                                                              13
<PAGE>

The net loss was  A$549,000 for the nine months ended March 31, 2004 compared to
a net loss of A$2,175,000 for the nine months ended March 31, 2005.

Liquidity and Capital Resources

For the nine months ended March 31, 2005, net cash used in operating  activities
was A$1,800,000  primarily  consisting of the net loss for the nine months ended
March 31,  2005 of  A$2,175,000;  decreases  in  accounts  payable  and  accrued
expenses of A$5,000;  a reduction of prepayments  and deposits of A$148,000;  an
increase in  receivables  of  A$45,000.  Net cash used in  investing  activities
consisted of a A$6,000 purchase of plant and equipment.  Net cash from financing
activities was A$689,000  being an increase in borrowing from affiliates to fund
activities.

As of March 31, 2005 the  Company  had  short-term  obligations  of  A$1,297,000
comprising  accounts  payable,  accrued  expenses  and a short term loan from an
affiliate.

We have A$1,000 in cash at March 31, 2005. We are  investigating the possibility
of raising cash flow through money in Canada for exploration purposes as well as
other sources of equity or debt financing.

The Company has prepared a base case exploration budget for the 2005 exploration
season which totals A$464,000.  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 recent questions raised by TSX-V.  Canaccord  Capital  Corporation
has agreed, subject to satisfactory  completion of its due diligence,  to act as
sponsor for the listing.Following such listing, the Company may seek to raise up
to CDN$3 million in flow through  financing to assist with funding the Company's
operations (of which there can be no assurance).  We believe that a dual listing
of our shares of common stock will provide liquidity in our shares. There can be
no assurance  that the dual listing on TSX-V will eventuate or that such listing
will create an increase in the volume of trading of our shares of common stock.

The Company  anticipates  that it will be able to defer  repayment of certain of
its short-term  loan  commitments,  until it has sufficient  liquidity to enable
these loans to be repaid,  of which there can be no  assurance.  In addition the
Company has historically  relied upon loans and advances from affiliates to meet
a significant  portion of the Company's cash flow requirements which the Company
believes,  based on  discussions  with  such  affiliates,  will  continue  to be
available during fiscal 2005.

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

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

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

Certain information  contained in this Form 10-QSB's forward looking information
within the meaning of the Private Securities  Litigation Act of 1995 (the "Act")
which became law in December  1995. In order to obtain the benefits of the "safe
harbor"  provisions of the act for any such forwarding looking  statements,  the
Company wishes to caution investors and prospective  investors about significant
factors which among others have affected the Company's actual results and are in
the  future  likely to affect the  Company's  actual  results  and cause them to
differ  materially from those expressed in any such forward looking  statements.
This Form 10-QSB report contains forward looking  statements  relating to future
financial  results.  Actual results may differ as a result of factors over which
the  Company  has  no  control  including,  without  limitation,  the  risks  of
exploration  and development  stage projects,  political risks of development in


                                                                              14
<PAGE>

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.


                                                                              15
<PAGE>

Item 3. CONTROLS AND PROCEDURES

The Company's Chief Executive  Officer and Chief Financial  Officer conducted an
evaluation of the  effectiveness  of the design and operation of our  disclosure
controls  and  procedures  pursuant to Exchange Act Rule 13a-14 as of the end of
the period  covered by this report.  Based upon that  evaluation,  such officers
concluded  that our  disclosure  controls and procedures are effective to ensure
that information is 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.


                                                                              16
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

      Not Applicable

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      Not Applicable

Item 3. DEFAULTS UPON SENIOR SECURITIES

      Not Applicable

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

      Not Applicable

Item 5. OTHER INFORMATION

      Not Applicable

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibit No.  Description
          -----------  -----------

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

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

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

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


                                                                              17
<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 thereunto 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, Secretary and
                                          Chief Financial Officer
                                          (Principal Financial Officer)


                                        Dated May 11, 2005


                                                                              18
<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


                                                                              19