<PAGE>   1
                                UNITED STATES                    SEC File Number
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                                                   Cusip Number
                                 FORM 12b-25

                          NOTIFICATION OF LATE FILING

(Check One) __ Form 10-K  __ Form 20-F __ Form 11-K  X Form 10-Q __ Form N-SAR

                 For Period Ended: 09/30/2000
                 [  ]     Transition Report on Form 10-K
                 [  ]     Transition Report on Form 20-F
                 [  ]     Transition Report on Form 11-K
                 [ X]     Transition Report on Form 10-Q
                 [  ]     Transition Report on Form N-SAR
                 For the Transition Period Ended:____________________________

 READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM.  PLEASE PRINT OR TYPE

   Nothing in the form shall be construed to imply that the Commission has
                  verified any information contained herein.
--------------------------------------------------------------------------------
    If the notification relates to a portion of the filing checked above,
           identify the Item(s) to which the notification relates:
--------------------------------------------------------------------------------

PART I - REGISTRANT INFORMATION

BAY RESOURCES LTD
--------------------------------------------------------------------------------
Full Name of Registrant

BAYNET, LTD
--------------------------------------------------------------------------------
Former Name if Applicable

210 KINGS WAY
--------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)

SOUTH MELBOURNE VICTORIA 3205 AUSTRALIA
--------------------------------------------------------------------------------
City, State and Zip Code


PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed.  (Check appropriate box)

 __      (a)     The reasons described in reasonable detail in Part III of this
                 form could not be eliminated without unreasonable effort or
                 expense;

 X       (b)     The subject annual report, semi-annual report, transition
                 report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
                 thereof, will be filed on or before the fifteenth calendar day
                 following the prescribed due date; or the subject quarterly
                 report of transition report on Form 10-Q, or portion thereof
                 will be filed on or before the fifth calendar day following
                 the prescribed due date; and

 __      (c)     The accountant's statement or other exhibit required by Rule
                 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period.  (Attach Extra Sheets if Needed)



The Company's operations are managed in a foreign country and there have been
delays in receiving the necessary financial information to complete the
financial statements.
<PAGE>   2
PART IV - OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification

          PETER LEE                     (613)              92341100
         --------------------------     -----------        ------------------
                  (Name)                (Area Code)        (Telephone Number)

(2)      Have all other periodic reports required under Section 13 or 15(d) of
         the Securities Exchange Act of 1934 or Section 30 of the Investment
         Company Act of 1940 during the preceding 12 months or for such shorter
         period that the registrant was required to file such reports been
         filed?  If answer is no identify report(s).
         __ Yes   __ No

(3)      Is it anticipated that any significant change in results of operations
         from the corresponding period for the last fiscal year will be
         reflected by the earnings statements to be included in the subject
         report or portion thereof?    __ Yes   __ No

         If so, attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made.

--------------------------------------------------------------------------------

                              BAY RESOURCES LTD
             ------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date  November 16, 2000                By /s/Peter Lee
    ---------------------------        ----------------------------------------
                                             Peter Lee

INSTRUCTION:  The form may be signed by an executive officer of the registrant
or by any other duly authorized representative.  The name and title of the
persons signing the form shall be typed or printed beneath the signature.  If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.

                                   ATTENTION
  Intentional misstatements or omissions of fact constitute Federal Criminal
                       Violations (See 18 U.S.C. 1001).


                              GENERAL INSTRUCTION

1.       This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
         General Rules and Regulations under the Securities Exchange Act of
         1934.

2.       One signed original and four conformed copies of this form and
         amendments thereto must be completed and filed with the Securities and
         Exchange Commission, Washington, D.C. 20549 in accordance with Rule
         0-3 of the General Rules and Regulations under the Act.  The
         information contained in or filed with the form will be made a matter
         of public record in the Commission files.

3.       A manually signed copy of the form and amendments thereto shall be
         filed with each national securities exchange on which any class of
         securities of the registrant is registered.

4.       Amendments to the notifications must also be filed on form 12b-25 but
         need not restate information that has been correctly furnished.  The
         form shall be clearly identified as an amendment notification.

5.       ELECTRONIC FILERS.  This form shall not be used by electronic filers
         unable to timely file a report solely due to electronic difficulties.
         Filers unable to submit a report within the time period prescribed due
         to difficulties in electronic filing should comply with either Rule
         201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
         of this chapter) or apply for an adjustment in filing date pursuant to
         Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).
<PAGE>   3
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

(Mark one)

[x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended    September 30, 2000     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.
                         (formerly known as Baynet 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.)

             210 Kings Way South Melbourne, Victoria, 3205 Australia
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code        0ll (613) 9234 - 1100
                                                     --------------------------

Securities registered pursuant to Section 12(b) of the Act :

      Title of each class                                 Name of each exchange
                                                          on  which registered

           N/A                                                    N/A
           ----                                                   ----


           Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, par value $.0001 per share
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 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 restraint has filed all documents and reports
required to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of
1934 subsequent to 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 6,347,089
outstanding shares of Common Stock as of September 30, 2000.
<PAGE>   4
                                     PART 1

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         INTRODUCTION TO INTERIM FINANCIAL STATEMENTS.

         The interim financial statements included here in have been prepared by
Bay Resources Ltd. (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, 2000.

         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 September 30, 2000 and
September 30, 1999, the results of its operations for the three month periods
ended September 30, 2000 and September 30, 1999, and the changes in its cash
flows for the three month periods ended September 30, 2000 and September 30,
1999, have been included. The results of operations for the interim periods are
not necessarily indicative of the results for the full year.

         UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION PRESENTED IS IN
AUSTRALIAN DOLLARS.

                                                                               2
<PAGE>   5
                       BAY RESOURCES LTD. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                      September 30, 2000 and June 30, 2000
                             and September 30, 1999
                                   (Unaudited)
                                     ASSETS

<TABLE>
<CAPTION>
                                                                        A $000's          A $000's         A $000's
                                                                        Sept 30           June 30          Sept 30
                                                                          2000              2000             1999
                                                                          ----              ----             ----
<S>                                                                  <C>              <C>              <C>
Current Assets:
Cash                                                                       $8               $2               $1
                                                                     --------------------------------------------
Total Current Assets                                                        8                2                1
                                                                     --------------------------------------------

Other Assets:
Investments                                                                49               49              661
Organisational Costs, net                                                   -                -                1
                                                                     --------------------------------------------

Total Other Assets                                                         49               49              662
                                                                     --------------------------------------------

Total Assets                                                              $57              $51             $663
                                                                     ============================================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts Payable and Accrued Expenses                                    $250             $285             $318
                                                                     --------------------------------------------

Total Current Liabilities                                                 250              285              318
                                                                     --------------------------------------------

Long-Term Debt                                                            430              214                -
                                                                     --------------------------------------------

Total Liabilities                                                         680              499              318
                                                                     --------------------------------------------

Stockholders' Equity (Deficit):
Common Stock:  $.0001 par value
25,000,000 shares authorised,
6,347,089 issued and outstanding                                            1                1                1
less Treasury Stock at Cost, 2,500 shares                                 (20)             (20)             (20)
Additional Paid-in-Capital                                             25,175           25,175           25,055
Accumulated other Comprehensive Loss                                   (6,456)          (6,456)          (5,844)
Retained Deficits                                                    $(19,328)         (19,148)         (18,847)
                                                                     --------------------------------------------

Total Stockholders' Deficit                                              (623)            (448)            (345)
                                                                     --------------------------------------------

Total Liabilities and
Stockholders' Equity                                                      $57              $51             $663
                                                                     ============================================
</TABLE>


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

                                                                               3
<PAGE>   6
                       BAY RESOURCES LTD. AND SUBSIDIARIES
                      Consolidated Statements of Operations
         Three Months Ended September 30 2000, Year Ended June 30, 2000
                    and three months ended September 30, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         A$000's             A$000's            A$000's
                                                         Three              Twelve              Three
                                                         Months              Months             Months
                                                         Ended               Ended              Ended
                                                         Sept 30            June 30             Sept 30
                                                          2000                2000               1999
                                                          ----                ----               ----
<S>                                                       <C>                 <C>                <C>
Revenues:
Other Income                                               $  -               $   -              $   -
                                                        ----------------------------------------------

                                                              -                   -                  -
                                                        ----------------------------------------------

Costs and Expenses:
Interest Expense                                             14                  80                 58
Legal, Accounting & Professional                              9                  69                  4
Administrative                                              152                 244                 30
                                                        ----------------------------------------------

                                                            175                 393                 92
                                                        ----------------------------------------------

Loss from Operations                                       (175)               (393)               (92)

Gain (Loss) on Disposition of Assets                          -                   -                  -
Foreign Currency Exchange Gain (Loss)                         -                   -                  -
                                                        -----------------------------------------------

                                                              -                   -                  -
                                                        -----------------------------------------------

Income (Loss) before Income Tax                            (175)               (393)               (92)

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

Net Income (Loss)                                         $(175)              $(393)              $(92)
                                                        ===============================================

Earnings Per Common Equivalent Share                       (.03)               (.07)               .00
                                                        ===============================================

Weighted Number of Common
Equivalent Shares Outstanding                             6,347               5,680              2,347
                                                        ===============================================
</TABLE>


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

                                                                               4
<PAGE>   7
                       BAY RESOURCES LTD. AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity
                      September 30, 2000 and June 30, 2000
                             and September 30, 1999
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                        Accumulated
                                                 Common         Treasury                  Retained          Other
                                                 Stock          Stock at      Paid in     Earnings      Comprehensive
                                   Shares        Amount          Cost         Capital     Deficit           Loss
                                   ------        ------          ----         -------     -------           ----
<S>                               <C>            <C>            <C>           <C>        <C>            <C>
Balance June 30, 1998              46,942        $9,388         $(20)         $11,592    $(18,267)        $(1,989)

Net income three months ending          -             -            -                -        (147)              -
9-30-98
                                 ----------------------------------------------------------------------------------

Balance September 30, 1998         46,942         9,388          (20)          11,592     (18,414)         (1,989)


Net income nine months ending           -             -            -                -        (341)              -
6-30-99
Net unrealised loss on                  -             -            -                -           -          (3,855)
marketable securities
                                 ----------------------------------------------------------------------------------
Balance June 30, 1999              46,942         9,388          (20)          11,592     (18,755)         (5,844)
20 for 1 reverse stock split      (44,595)       (9,387)           -           9,387            -               -

Issuance of 4,000,000 shares
in lieu of debt repayment           4,000             -            -           4,076            -               -

Net income three months ending          -             -            -                -          92               -
9-30-99
                                 ----------------------------------------------------------------------------------

Balance September 30, 1999          6,347             1          (20)          25,055     (18,847)         (5,844)

Net income nine months ending           -             -            -                -        (301)              -
6-30-00

Net unrealised loss on                  -             -            -                -           -            (612)
marketable securities

Sale of 8,000,000 options to            -             -            -              120           -               -
purchase common stock
                                 ----------------------------------------------------------------------------------

Balance June 30, 2000               6,347             1          (20)          25,175     (19,148)         (6,456)

Net income three months ending          -             -            -                -        (175)              -
9-30-00
                                 ----------------------------------------------------------------------------------

Balance September 30, 2000          6,347        $    1         $(20)         $25,175    $(19,323)        $(6,456)
                                 ==================================================================================
</TABLE>


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

                                                                               5
<PAGE>   8
                       BAY RESOURCES LTD. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                 Three Months Ended September 30, 2000 and 1999
                          and Year Ended June 30, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                  A $000's                           A $000's
                                                                                  Three            A $000's          Three
                                                                                  Months           Year              Months
                                                                                  Ended            Ended             Ended
                                                                                  Sept 30          June 30           Sept 30
                                                                                   2000             2000             1999
                                                                                  -------          -------           -------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                               <C>              <C>              <C>
Net Income (Loss)                                                                 $(175)           $(393)            $(92)
Adjustments:
Foreign Currency Translation                                                          -                -                -
Depreciation and Amortisation                                                         -                -                -
(Gain) Loss on Disposition of Assets                                                  -                -                -
Accounts Receivable                                                                   -                -                -
Organisation Cost                                                                     -                1                -
Accounts Payable and Accrued Liabilities                                            (35)             (11)              22
                                                                                -----------------------------------------
Net Cash Provided (Used) in Continuing Operations                                  (210)            (403)             (70)
                                                                                ------------------------------------------

CASH FLOW FROM INVESTING ACTIVITIES:
Investment in Treasury Stock                                                          -                -                -
Capital Expenditures, Net                                                             -                -                -
Net Proceeds from Investments                                                         -                -                -
Investment in Subsidiary                                                              -                -                -
                                                                                -----------------------------------------
Net Cash Provided (Used) in Investing Activities                                      -                -                -
                                                                                -----------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowing under Credit Line Arrangements                                          -                -                -
Net Borrowing from Affiliates                                                       216              284               70
Net Borrowings Sale of Options                                                        -              120                -
                                                                                -----------------------------------------

Net Cash Provided by Financing Activities                                           216              404               70
                                                                                -----------------------------------------

Net Increase (Decrease) in Cash                                                       6                1                -
Cash at Beginning of Year                                                             2                1                1
                                                                                -----------------------------------------
Cash at End of Year                                                                $  8             $  2             $  1
                                                                                =========================================

Supplemental Disclosures:
Common Stock Issued in Lieu of
Debt Repayment  $                                                                     -            4,076            4,076
Interest Paid (Net Capitalised)                                                      14               80               58
Income Tax Paid $                                                                     -                -                -
</TABLE>


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

                                                                               6
<PAGE>   9
                       BAY RESOURCES LTD. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                      September 30, 2000, June 30, 2000 and
                               September 30, 1999


(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 78.8% of Bay Resources as of September 30, 2000.

Bay Resources acquired a controlling interest on September 3, 1987 in former
subsidiary, Solmecs Corporation N.V. ("Solmecs") and 100% ownership on January
2, 1992. Bayou sold its interest in Solmecs effective June 5, 1998.

During fiscal 1998, Bay Resources incorporated a further subsidiary, Baynet.com
Pty Ltd, under the laws of Australia. Baynet.com Pty Ltd has not traded at
September 30, 1998.

On August 21, 2000, Bay Resources incorporated a new wholly owned subsidiary,
Baynet International Pty Ltd, a corporation incorporated under the laws of
Australia.

(2)  INVESTMENT SECURITIES

The following is a summary of Investment Securities at September 30, 2000, June
30, 2000 and September 30, 1999:

<TABLE>
<CAPTION>
                                     A$000's         A$000's         A$000's
                                     Sept 30         June 30         Sept 30
                                       2000            2000            1999
                                       ----            ----            ----
<S>                                  <C>             <C>             <C>
Investment Cost Method               $ 4,516         $ 4,516         $ 4,516
Trading Securities:
Marketable Equity
Securities, at cost                       --              --              --
Gross Unrealised Gains                    --              --              --
Gross Unrealised Losses               (4,467)         (4,467)         (3,855)
                                     -------         -------         -------
Marketable Equity Securities,
at fair value                        $    49         $    49         $   661
                                     =======         =======         =======
</TABLE>

The investment using this cost method is carried at cost. Dividends received
from the investment carried at cost are included in other income. Dividends
received in excess of the Company's proportionate share of accumulated earnings
("return of capital dividends") are applied as a reduction of the cost of the
investment. No securities were sold during 2000 and 1999 and all securities were
treated as available for sale for 2000 and 1999. The net unrealised loss of
A$612 and A$5,855 shown in the Statement of Stockholders Equity for 2001, 2000
and 1999 consist entirely of the change in holding loss for those periods.


                                                                               7
<PAGE>   10
                       BAY RESOURCES LTD. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                      September 30, 2000, June 30, 2000 and
                               September 30, 1999


(3)  SHORT TERM AND LONG TERM DEBT

The following is a summary of Bay Resources borrowing arrangements as of
September 30, 2000, June 30, 2000 and September 30, 1999.

<TABLE>
<CAPTION>
                                                 A$000's     A$000's     A$000's
                                                 Sept 30     June 30     Sept 30
Long-Term                                          2000        2000        1999
---------                                          ----        ----        ----
<S>                                              <C>         <C>         <C>
Loan from corporations affiliated with the
President of Bay Resources. Interest accrues
at the ANZ Banking Group Limited rate + 1%
for overdrafts over $100,000. Repayment of
loan not required before June 30, 2001. (1)        $430        $214          --
                                                   ----        ----        ----

Total Long-Term                                    $430        $214          --
                                                   ====        ====        ====
</TABLE>

(1)   Repaid through the issuance of 4,000,000 post split shares. Balance at the
      date of the stock issuance was approximately $4,076,000. An amount of
      A$7,000 was repaid on January 20, 2000 partly through the issuance of
      8,000,000 options to purchase previously unissued stock. Both issuance's
      were to a company affiliated with the President of Bay Resources.

(4)  AFFILIATE TRANSACTIONS

Bay Resources advances to and receives advances from various affiliates. All
advances between consolidated affiliates are eliminated on consolidation. At
September 30, 2000, Bay Resources had no outstanding advances to or from
unconsolidated affiliated companies. $213,000, $245,000 and $299,000 of accounts
payable for the years shown is due to an affiliated management company.

(5)  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. However, Bay Resources has
sustained recurring losses. In addition, Bay Resources has a net working capital
deficiency which raises substantial doubts as to its ability to continue as
going concerns.

Bay Resources 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 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.

(6)  SALE OF SOLMECS

Pursuant to a stock purchase agreement dated as of June 5, 1998, the Company
acquired 499,701 shares in SCNV Acquisition Corp ("SCNV"), representing
approximately 24% of the issued and outstanding share capital of SCNV, in return
for the whole of the share capital of Solmecs Corporation N.V., a Netherlands
Antilles company which prior to the exchange was formerly a wholly owned
subsidiary of the Company. The 499,701 shares has been valued at US$2,800,000 or
A$4,516,000 and will be accounted for using the cost method because the Company
does not exercise significant influences over SCNV's operating and financial
activities (see note 4). The sale resulted in a gain of $5,899,000 which is
included in other income.


                                                                               8
<PAGE>   11
                       BAY RESOURCES LTD. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                      September 30, 2000, June 30, 2000 and
                               September 30, 1999


(6)  SALE OF SOLMECS (CONTINUED)

SCNV is a Delaware corporation established May 1997 to select, develop and
commercially exploit proprietary technologies, in various stages of development,
invented primary by scientists who immigrated to Israel from and by scientists
and institutions in Russia and other countries that formerly comprised the
Soviet Union. Simultaneously with the SCNV stock acquisition by the Company,
SCNV completed an initial public offering of common stock and warrants which
resulted in gross proceeds of approximately US$5,900,000.

The Company has been granted certain demand and "piggyback" registration rights
with respect to the SCNV shares. Notwithstanding the foregoing, the Company has
agreed not to sell, grant options for sale or assign or transfer any of the SCNV
shares, for a period of 24 months from the closing of the ("Lock-up") agreement,
which expired in June 2000. Bay Resources has requested SCNV to take the
necessary steps to register Bay Resources' shareholding in SCNV.

(7)  INCOME TAXES

Bay Resources files its income tax returns on an accrual basis.  Bayou
has carry forward losses of approximately US$15 million as of June 30, 2000
which expire in the years 1999 through 2012. Bay Resources will need to file tax
returns for those years of the NOL carryforwards. Due to the uncertainty as to
realisation of these losses, a valuation allowance of US$5.0 million has been
recorded to off set the tax benefit of the carry forward losses.

(8)  NEW BUSINESS OPPORTUNITY

On May 23, 2000 the Company announced their intention to join with Primus
Telecom, an International Data, Internet and Telecommunications company, to
develop a global electronic trading community ("Portal") to date, no financial
commitments have been agreed to.

On September 27, 2000 the Company announced their intention to acquire a
strategic investment in St Andrew Goldfields Ltd, ("St Andrew") subject to the
completion of due diligence. The Company will issue, if completed, 1 million
shares to St Andrew who, in exchange, will issue 16 millions shares to the
Company and 16 million common share purchase warrants with an exercise period of
36 months. The Company will hold an approximate 36% interest in St Andrew. The
agreement also requires St Andrew to refinance existing debt and raise further
working capital, on a best endeavours basis.

(9)  CHANGES IN STOCKHOLDERS' EQUITY

During the year ended June 30, 2000 the Company completed the following
transactions:

(a)   On June 29, 1999 the Company undertook a reverse stock split on a 1:20
      basis and changed its par value from US$0.15 to US$0.0001 per share.

(b)   On October 7,1999 the Company issued 4,000,000 post split shares, to a
      Company affiliated with the President of Bay Resources, in lieu of payment
      of $4,076,000 in borrowings.

(c)   On January 20, 2000 the Company issued 8,000,000 options to purchase
      previously unissued stock to a company affiliated with the President of
      Bay Resources. Total consideration totalled $120,000 and included both
      cash and partial debt repayment.


                                                                               9
<PAGE>   12
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

FUND COSTS CONVERSION

The consolidated statements of income 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:

<TABLE>
<S>                                               <C>
      3 months ended September 30, 1999 A$1.00 =  U.S. $.6518
      3 months ended September 30, 2000 A$1.00 =  U.S. $.5407
</TABLE>

RESULTS OF OPERATION

THREE MONTHS ENDED SEPTEMBER 30, 2000 VS. THREE MONTHS ENDED SEPTEMBER 30 1999.

Costs and expenses increased from A$92,000 in the three months ended September
30, 1999 to A$393,000 in the three months ended September 30, 2000. The
Company's financial statements are prepared in Australian dollars (A$). Since
September 30, 1999 the A$ compared to the United States dollar (US$) has fallen
by 17%. A number of the costs and expenses of the Company are incurred in US$
and the conversion of these costs to A$ means that the comparison of September
2000 to 1999 does not always present a true comparison. The increase is a net
result of:

a)    a decrease in interest expense from A$58,000 for the three months ended
      September 30, 1999 to A$14,000 for the three months ended September 30,
      2000 as a result of the reduction in long term debt of the Company
      required to fund the Company's operations which partially offset an
      increase in interest rates over that period.

b)    an increase in legal accounting and professional expense from A$4,000 for
      the three months ended September 30, 1999 to A$9,000 for the three months
      ended September 30, 2000 as a result of the increase in the level of
      activity in the review of new business activities such as the business to
      business (B2B) project being undertaken with Primus Telecom.

c)    an increase in administrative costs including salaries from A$30,000 in
      the three months ended September 30, 1999 to A$152,000 in the three months
      ended September 30, 2000 as a result of the increase in the level of
      activity in the review of new business activities such as the business to
      business (B2B) project being undertaken with Primus Telecom.

As a result of the foregoing, the loss from operations increased from A$92,000
for the three months ended September 30, 1999 to A$175,000 for the three months
ended September 30, 2000.

The net loss was A$175,000 for the three months ended September 30, 2000
compared to a net loss of A$92,000 for the thee months ended September 30, 1999.


LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2000 the Company had short-term obligations of A$250,000
comprising accounts payable and accrued expenses and long term debt of
A$430,000.

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 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 2001.

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

CAUTIONARY SAFE HARBOR STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.

Certain information contained in this Form 10-Q 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-Q 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 the strength of the domestic and foreign
economies, slower than anticipated completion of research and development
projects 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-K on file with the Securities and Exchange Commission.


                                                                              10
<PAGE>   13
                                     PART II


Item 1.     LEGAL

            Not Applicable

Item 5.     OTHER INFORMATION

            Effective October 20, 2000, the Company changed its corporate name
            from Baynet Ltd. to Bay Resources Ltd.

Item 6.     EXHIBITS AND REPORTS ON FORM 8-K

            The Company did not file any Report on Form 8-K during the three
            months ended September 30, 2000.


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<PAGE>   14
                                   (FORM 10-Q)
                                        -
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 thereinto 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)

Dated: November 15, 2000 By:              /s/ Peter Lee



                                          Peter Lee
                                          Peter Lee, Director, Secretary and
                                          Chief Financial Officer
                                          (Principal Financial Officer)


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