Exhibit 31.2


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


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

1.   I have reviewed this quarterly  report on Form 10-QSB of Bay Resources Ltd.
     ("Registrant");

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  Registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  Registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

               (a)  designed such disclosure controls and procedures,  or caused
                    such disclosure controls and procedures to be designed under
                    our  supervision,   to  ensure  that  material   information
                    relating to the  Registrant,  including  their  consolidated
                    subsidiaries,  is made  known to us by others  within  those
                    entities,  particularly  during  the  period  in which  this
                    quarterly report is being prepared;

               (b)  [Paragraph  omitted pursuant to SEC Release Nos. 33-8238 and
                    34-47986]

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

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

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



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

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


Date: November 11, 2005


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



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