Exhibit 31.1




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

I, Joseph Gutnick, Chief Executive Officer, certify that:

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

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

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

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

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

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

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

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

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


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          (a)  all significant  deficiencies and material  weaknesses 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 8, 2006



                                        Joseph I. Gutnick
                                        -----------------
                                        Name:  Joseph I. Gutnick
                                        Title:  Chairman of the Board, President
                                        and Chief Executive Officer


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