UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 2O549

                                   FORM lO-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, 2004     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 15,041,630
outstanding shares of Common Stock as of March 31, 2004.

    Transitional Small Business Disclosure Format (Check one) Yes ____ No _x_




<PAGE>

<TABLE>
<CAPTION>


Table Of Contents



                                                                                                            PAGE NO
                                                                                                            -------

PART I.              FINANCIAL INFORMATION

<S>  <C>                                                                                                          <C>
Item 1               Financial Statements                                                                         2
Item 2               Management's Discussion and Analysis or Plan of Operations                                  10
Item 3               Controls and Procedures                                                                     13

PART II              OTHER INFORMATION

Item 1               Legal Proceedings                                                                           14
Item 2               Changes in Securities and Use of Proceeds                                                   14
Item 3               Defaults Upon Senior Securities                                                             14
Item 4               Submission of Matters to a Vote of Security Holders                                         14
Item 5               Other Information                                                                           14
Item 6               Exhibits and Reports on Form 8-K                                                            14


SIGNATURES                                                                                                       15

EXHIBIT INDEX                                                                                                    16

Exh. 31.1                   Certification                                                                        17
Exh. 31.2                   Certification                                                                        19
Exh. 32.1                   Certification                                                                        21
Exh. 32.2                   Certification                                                                        22



</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-K for the year ended
June 30, 2003.

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, 2004, the results of
its operations for the three and nine month periods ended March 31, 2003 and
March 31, 2004, and the changes in its cash flows for the nine month periods
ended March 31, 2003 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
                           Consolidated Balance Sheet
                                 March 31, 2004
                                   (Unaudited)


<TABLE>
<CAPTION>




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

Current Assets:
<S>                                                                                              <C>
Cash                                                                                             1
Receivable                                                                                      14
                                                                                   -----------------

Total Current Assets                                                                            15
                                                                                   -----------------

Non Current Assets:
Property, Plant & Equipment                                                                      4
                                                                                   -----------------
Total Non Current Assets                                                                         4
                                                                                   -----------------

Total Assets                                                                                    19
                                                                                   =================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

Current Liabilities:
Accounts Payable and Accrued Expenses                                                          158
Short-Term Loan - Affiliates                                                                    63
                                                                                   ----------------

Total Current Liabilities                                                                      221
                                                                                   ----------------

Long-Term Debt - Affiliates                                                                      -
                                                                                   ----------------

Total Liabilities                                                                              221
                                                                                   ----------------

Stockholders' Equity (Deficit):
Common Stock: $.0001 par value
25,000,000 shares authorized,
15,044,130 issued and outstanding                                                                1
Less Treasury Stock at Cost, 2,500 shares                                                      (20)
Additional Paid-in-Capital                                                                  27,448
Retained (Deficit)                                                                         (27,631)
                                                                                   ----------------

Total Stockholders' Equity (Deficit)                                                          (202)
                                                                                   ----------------

Total Liabilities and
Stockholders' Equity (Deficit)                                                                  19
                                                                                   ================



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

</TABLE>



                                       3
<PAGE>



                       BAY RESOURCES LTD. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                   Three and Nine Months Ended March 31 2004,
                               and March 31, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>


                                              Three Months    Three Months            Nine           Nine
                                               Ended March     Ended March          Months   Months Ended
                                                  31 2004         31 2003            Ended       March 31
                                                   A$000's         A$000's        March 31           2003
                                                                                      2004        A$000's
                                                                                   A$000's
                                          ---------------------------------------------------------------

<S>                                                    <C>             <C>             <C>            <C>
Revenues:                                              $-              $-              $-             $-
                                          ---------------------------------------------------------------

Costs and Expenses:

Exploration Expenditure                                61              19              87            130
Interest Expense                                       40              34             125             96
Legal, Accounting & Professional                       12               7              40             35
Administrative                                        176              62             297            188
                                          ---------------------------------------------------------------

                                                      289             122             549            449
                                          ---------------------------------------------------------------

Loss from Operations                                 (289)           (122)           (549)          (449)
                                          ---------------------------------------------------------------


Income (Loss) before Income Tax                      (289)           (122)           (549)          (449)

Provision for Income Tax                                -               -               -              -
                                          ---------------------------------------------------------------

Net Income (Loss)                                    (289)           (122)           (549)          (449)
                                          ---------------------------------------------------------------

(Loss) Per Common Equivalent Share                 $(0.03)          $(.02)         $(0.08)        $(0.07)
                                          ---------------------------------------------------------------

Weighted Number of Common
Equivalent Shares Outstanding (in
 thousands)                                         8,302           6,347           6,992          6,347
                                          ---------------------------------------------------------------

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

</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>


                       BAY RESOURCES LTD. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                    Nine Months Ended March 31, 2004 and 2003
                                   (Unaudited)

                                                                               2004             2003
                                                                            A$000's          A$000's
                                                                            -------          -------
Cash Flows from Operating Activities

<S>                                                                           <C>              <C>
Net Income (Loss)                                                             (549)            (449)

Adjustments

Accrued interest added to principal                                             125                -
Net Change in:
Receivables                                                                    (11)                -
Accounts Payable and Accrued Liabilities                                          1              111
                                                                    ---------------- ----------------

Net Cash Provided (Used) in Operating Activities                              (434)            (338)
                                                                    ---------------- ----------------

Cash Flow from Investing Activities

Payments for Plant and Equipment                                                (4)                -
                                                                    ---------------- ----------------

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

Cash Flow from Financing Activities

Short-Term Loan - Affiliate                                                      62                3
Proceeds from issued shares of common stock                                   2,273                -
Net (Repayment) Borrowings from Affiliates                                   (1,897)             336
                                                                    ---------------- ----------------

Net Cash Provided (Used) in Financing Activities                                438              339
                                                                    ---------------- ----------------

Net Increase (Decrease) in Cash                                                   -                1

Cash at Beginning of Period                                                       1                -
                                                                    ---------------- ----------------

Cash at End of Period                                                             1                1
                                                                    ---------------- ----------------

Supplementary Disclosures

Interest Paid                                                                   125                -
Conversion of debt to equity - 1,753,984 shares                               2,273                -


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

</TABLE>



                                       5
<PAGE>


                       BAY RESOURCES LTD. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004


(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 59.12% of Bay Resources as
of March 31, 2004. During fiscal 1998, Bay Resources incorporated a 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, 4075251 Canada Inc, a corporation incorporated
under the laws of Canada. 4075251 Canada Inc is the vehicle that will be used by
the Company to undertake exploration activities for gold in Canada.



(2)  Short Term Debt

<TABLE>
<CAPTION>

                                                                                        A$000's
                                                                                        -------
The following is a summary of Bay Resources borrowing arrangements from related
entities:

  Loan from Edensor Gold Pty Ltd, a corporation affiliated with the President of
  Bay Resources. Interest accrued at 8.60% - 9.10% which is the ANZ Banking
  Group Limited rate plus 1% for overdrafts over $100,000.
<S>                                                                                         <C>
                                                                                            22

  Loan from AXIS Consultants, a corporation affiliated with the President of Bay
  Resources. Interest accrued at 10.10% - 10.60% being the National Australia
  Bank rate plus 1.5% for overdrafts over $100,000.
                                                                                            41

                                                                                     -----------
                                                                                            63
                                                                                     ===========

</TABLE>


                                       6
<PAGE>





                       BAY RESOURCES LTD. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004


(3)  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, 2004 and 2003, Bay Resources
paid management fees to AXIS Consultants in the amount of A$100,000 and A$60,000
respectively. During the nine months ending March 31, 2004 and 2003, the Company
repaid A$675,253 and A$130,364 respectively to AXIS Consultants. At March 31,
2004, the Company owed AXIS Consultants A$41,468 for services provided in
accordance with the Service Agreement. During the nine months ending March 31,
2004 and 2003, AXIS Consultants charged interest of A$24,437 and A$34,840
respectively on outstanding balances. This entity is affiliated through common
management and ownership.

Chevas Pty Ltd, a company associated with the President of the Company, Mr J I
Gutnick, has provided loan funds to enable the Company to meet its liabilities
and has paid certain expenses on behalf of the Company. At June 30, 2002, the
Company owed Chevas A$783,743. During the nine months ending March 31, 2003,
Chevas loaned a further A$274,989 and charged A$ 61,204 in interest to the
Company on the loan account. 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$187,631 and charged A$82,268 in interest to the Company on the loan
account. During March 2004 the Company repaid the loan in full amounting to
A$1,509,214.

During fiscal 2002, Tahera Corporation incurred certain exploration and
administration costs in Canada on behalf of the Company amounting to A$36,365
and this amount was owing to Tahera at June 30, 2002. During the nine months
ending March 31, 2003 Tahera incurred further exploration and administration
costs in Canada on behalf of the Company amounting to A$56,477. During the nine
months ending March 31, 2003, Tahera did not charge the Company interest on
amounts outstanding. 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 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, which is included in short-term loan - affiliate in the accompanying
balance sheet. Mr. JI Gutnick, the President of the Company, ceased to be the
President and Chairman of Tahera



                                       7
<PAGE>


                       BAY RESOURCES LTD. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004

(3)  Affiliate Transactions (Cont'd)

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.

During the year ended June 30, 2003, Mr JI Gutnick paid certain amounts owing to
Tahera on behalf of the Company. During March 2004, the Company repaid the loan
in full amounting to A$56,557 (transferred to Chevas balance).

Quantum Resources Limited ("QUR") incurred certain costs on behalf of the
Company amounting to A$43,941 (US$29,308) in respect to the Company's activities
in Tibet China as a result of QUR's contacts in China. During March 2004, the
Company repaid the loan in full amounting to A$43,941.

Kerisridge Pty Ltd ("Kerisridge"), a company associated with the President of
the Company, Mr J I Gutnick, loaned the Company A$2,273,186 in March 2004 for
the purpose of repaying the long term debt of the Company. On March 31, 2004
Kerisridge agreed to convert all of its debt owing by the Company into common
stock and warrants in the Company. The Company issued 1,753,984 shares of common
stock and 1,753,984 warrants exercisable at US$1.30 and at any time up to March
31, 2006 in full repayment of the amount owing to Kerisridge.

On February 19, 2004 Edensor Nominees Pty Ltd ("Edensor") advised the Company
that it was exercising the 6,000,000 options over 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.

(4)  Event Subsequent to Balance Date

In April 2004 the Company completed a private placement of 1,670,000 common
stock at a price of US$1.00 raising US$1.67 million. As part of the private
placement the investor was issued 1,670,000 warrants over common stock with an
exercise price of US$1.30 per warrant and a latest exercise date of March 31,
2006.

(5)  Going Concern

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplates continuation of Bay Resources as a going concern.
Bay Resources has sustained recurring losses and has a net working capital
deficiency which raises substantial doubts as to its ability to continue as
going a concern. However, as set out in note 4 above, the Company has raised
US$1,670,000 subsequent to balance date through a private placement.


                                       8
<PAGE>


(6)  Income Taxes

Bay Resources files its income tax returns on an accrual basis. Bay Resources
should have carry forward losses of approximately US$18.8 million as of June 30,
2003 which will expire in the years 2004 through 2022. 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.


                                       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 during the periods indicated:

         9 months ended March 31, 2003 A$1.00 = U.S. $0.5650
         9 months ended March 31, 2004 A$1.00 = U.S. $0.7589

RESULTS OF OPERATION

Three Months Ended March 31, 2004 vs. Three Months Ended March 31, 2003.

Costs and expenses increased from A$122,000 in the three months March 31, 2003
to A$289,000 in the three months ended March 31, 2004. The Company's financial
statements are prepared in Australian dollars (A$). Since March 31, 2003 the A$
compared to the United States dollar (US$) has appreciated by 34%. A number of
the costs and expenses of the Company are incurred in US$ and the conversion of
these costs to A$ means that the comparison of March 2004 to March 2003 does not
always present a true comparison. The increase in expenses is a net result of:

a)   an increase in interest expense from A$34,000 for the three months ended
     March 31, 2003 to A$40,000 for the three months ended March 31, 2004 as a
     result of the increase in long term debt of the Company required to fund
     the Company's operations and an increase in interest rates both of which
     were offset partially by the repayment of long term debt during March 2004.

b)   an increase in legal accounting and professional expense from A$7,000 for
     the three months ended March 31, 2003 to A$12,000 for the three months
     ended March 31, 2004 as a result of the increase in accounting fees in the
     three months ending March 31, 2004 following the change in independent
     accountants compared to the three months ending March 31,2003, an increase
     in legal fees as a result of work undertaken on general corporate
     activities for which there was no comparable cost in the prior comparable
     quarter.

c)   an increase in administrative costs including salaries from A$62,000 in the
     three months ended March 31, 2003 to A$176,000 in the three months ended
     March 31, 2004 as a result of the costs of engaging a consultant to
     undertaken business development and investor relations work for the Company
     for which there was no comparable cost in the prior comparable quarter; an
     increase in the costs of lodgement of documents with authorities following
     the completion of financial statements for subsidiary companies for a
     number of years for which there was no comparable cost in the prior
     comparable quarter; consultants costs in planning exploration activities in
     Canada for which there was no comparable cost in the prior comparable
     quarter and an increase in the management fees and share of salaries billed
     by AXIS Consultants pursuant to the service arrangements as a result of the
     increase in the level of activity of the Company.


                                       10
<PAGE>

d)   an increase in the exploration expenditure expense from A$19,000 for the
     three months ended March 31, 2003 to A$61,000 for the three months ended
     March 31, 2004. During the current quarter, exploration planning was being
     undertaken for the exploration program to be undertaken between July and
     August 2004 in the Committee Bay Greenstone Belt.

As a result of the foregoing, the loss from operations increased from A$122,000
for the three months ended March 31, 2003 to A$289,000 for the three months
ended March 31, 2004.

The net loss was A$122,000 for the three months ended March 31, 2003 compared to
a net loss of A$289,000 for the three months ended March 31, 2004.


Nine Months Ended March 31, 2004 vs. Nine Months Ended March 31, 2003.

Costs and expenses increased from A$449,000 in the nine months ended March 31,
2003 to A$549,000 in the nine months ended March 31, 2004. The Company's
financial statements are prepared in Australian dollars (A$). Since March 31,
2003 the A$ compared to the United States dollar (US$) has appreciated by 34%. A
number of the costs and expenses of the Company are incurred in US$ and the
conversion of these costs to A$ means that the comparison of March 2004 to March
2003 does not always present a true comparison. The increase in expenses is a
net result of:

e)   an increase in interest expense from A$96,000 for the nine months ended
     March 31, 2003 to A$125,000 for the nine months ended March 31, 2004 as a
     result of the increase in long term debt of the Company required to fund
     the Company's operations, an increase in interest rates compared to 2003
     both of which were partially offset by the repayment of long term debt
     during March 2004.

f)   an increase in legal accounting and professional expense from A$35,000 for
     the nine months ended March 31, 2003 to A$40,000 for the nine months ended
     March 31, 2004 as a result of the increase in accounting fees in the nine
     months ending March 31, 2004 following the change in independent
     accountants compared to the nine months ending March 31, 2003, a further
     increase in independent accountants fees as a result of work required on
     subsidiary companies financial statements, both of which were offset by an
     over accrual for independent accountants fees for the year ended June 30,
     2003. In addition, legal fees were higher in the current nine month period
     in relation to work undertaken in respect to the Company's share register,
     private placement and general corporate activities for which there was no
     comparable work in the comparable nine month period of the prior year. In
     the prior comparable nine month period of 2003, the Company incurred legal
     fees in respect to negotiations in Tibet in respect to a potential
     acquisition of exploration interests and there was no comparable work in
     the current period.

g)   an increase in administrative costs including salaries from A$188,000 in
     the nine months ended March 31, 2003 to A$297,000 in the nine months ended
     March 31, 2004 as a result of the costs of engaging a consultant to
     undertaken business development and investor relations work for the Company
     for which there was no comparable cost in the prior comparable quarter, an
     increase in the costs of lodgement of documents with authorities following
     the completion of financial statements for subsidiary companies for a
     number of years for which there was no comparable cost in the prior
     comparable period, an increase in consultants costs in planning exploration
     activities in Canada for which there was no comparable cost in the prior
     comparable period and an increase in the management fee and share of
     salaries billed by AXIS Consultants pursuant to the service arrangements as
     a result of the increase in the level of activity of the Company.


                                       11
<PAGE>

h)       a decrease in the exploration expenditure expense from A$130,000 for
         the nine months ended March 31, 2003 to A$87,000 for the nine months
         ended March 31, 2004. During the current year, there has been no costs
         incurred in pegging land in the Committee Bay Greenstone Belt. In the
         prior comparable period, the Company commenced exploration activities
         in Canada for the first time and pegged land in the Committee Bay
         Greenstone Belt for exploration purposes and incurred costs in
         monitoring those applications.

As a result of the foregoing, the loss from operations increased from A$449,000
for the nine months ended March 31, 2003 to A$549,000 for the nine months ended
March 31, 2004.

The net loss was A$549,000 for the nine months ended March 31, 2004 compared to
a net loss of A$449,000 for the nine months ended March 31, 2003.

Liquidity and Capital Resources

As of March 31, 2004 the Company had short-term obligations of A$221,000
comprising accounts payable, accrued expenses and a short term loan from an
affiliates.

Effective as of March 31, 2004, the Company converted US$1,753,984 in long term
debt into equity through the issuance of 1,753,984 shares of common stock and
1,753,984 warrants over common stock, with a 2 year exercise period and an
exercise price of US$1.30.

Subsequent to March 31, 2004 the Company raised US$1,670,000 through a private
placement and has initiated its exploration program in the Committee Bay
Greenstone Belt which will be carried out during July/August 2004.

Depending on the success of the exploration program at Committee Bay and the
exploration program to be undertaken on the Slave properties, the Company may
require substantial additional capital over the next year in order 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 is forward looking information
within the meaning of the Private Securities Litigation Act of 1995 (the "Act")
which became law in December 1995. In order to obtain the benefits of the "safe
harbor" provisions of the act for any such forwarding looking statements, the
Company wishes to caution investors and prospective investors about significant
factors which among others have affected the Company's actual results and are in
the future likely to affect the Company's actual results and cause them to
differ materially from those expressed in any such forward looking statements.
This Form 10-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



                                       12
<PAGE>

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 June
30, 2003 Form 10-K on file with the Securities and Exchange Commission.


                                       13
<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.


                                       14
<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

         (b)   The Company did not file any Report on Form 8-K during the three
               months ended March 31, 2004.


                                       15
<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: May 11, 2004



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<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



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