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

                  (c)   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:


<PAGE>

                  (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: May 11, 2005

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