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:

               (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: February 11, 2004
                                        /s/ Peter Lee
                                        ---------------------------------------
                                        Name: Peter Lee
                                        Title: Director, Secretary and
                                        Chief Financial Officer