SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
Bay Resources, Ltd.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
073015 20 8
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(Cusip Number)
Joseph Isaac Gutnick
Edensor Nominees Pty. Ltd.
Level 8, 580 St. Kilda Road
Melbourne, Victoria 3004 Australia
Tel: 011-613 8532 2860
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 2, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), (f) or (g) check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
The information required on the reminder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
Page 1 of 13
CUSIP NO. 073015 20 8
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Edensor Nominees Pty. Ltd.
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only...........................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......................................[ ]
6. Citizenship or Place of Organization: Australia
Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
8. Shared Voting Power: 5,394,590
9. Sole Dispositive Power: None
10. Shared Dispositive Power: 5,394,590
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,394,590
Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...........................................[x]
13. Percent of Class Represented by Amount in row (11): 32.3%
14. Type of Reporting Person (See Instructions): CO
Page 2 of 13
CUSIP NO. 073015 20 8
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Kerisridge Pty. Ltd.
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)......[ ]
(b)......[x]
3. SEC Use Only...........................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......................................[ ]
6. Citizenship or Place of Organization: Australia
Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
8. Shared Voting Power: 3,507,968
9. Sole Dispositive Power: None
10. Shared Dispositive power: 3,507,968
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,507,968
Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...........................................[x]
13. Percent of Class Represented by Amount in row (11): 19%
14. Type of Reporting Person (See Instructions): CO
Page 3 of 13
CUSIP NO. 073015 20 8
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Joseph I. Gutnick
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)......[ ]
(b)......[x]
3. SEC Use Only...........................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......................................[ ]
6. Citizenship or Place of Organization: Australia
Number of Shares
Beneficially owned by: 7. Sole Voting Power: 525,650
8. Shared Voting Power: 12,428,558
9. Sole Dispositive Power: 525,650
10. Shared Dispositive power: 12,428,558
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
12,954,208 Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...........................................[x]
13. Percent of Class Represented by Amount in row (11): 68.3%
14. Type of Reporting Person (See Instructions): IN
Page 4 of 13
CUSIP NO. 073015 20 8
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Stera M. Gutnick
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)......[ ]
(b)......[x]
3. SEC Use Only...........................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......................................[ ]
6. Citizenship or Place of Organization: Australia
Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
8. Shared Voting Power: 12,428,558
9. Sole Dispositive Power: None
10. Shared Dispositive power: 12,428,558
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
12,428,558 Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...........................................[x]
13. Percent of Class Represented by Amount in row (11): 67.3%
14. Type of Reporting Person (See Instructions): IN
Page 5 of 13
CUSIP NO. 073015 20 8
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Kalycorp Pty. Ltd.
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)......[ ]
(b)......[x]
3. SEC Use Only...........................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......................................[ ]
6. Citizenship or Place of Organization: Australia
Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
8. Shared Voting Power: 2,000,000
9. Sole Dispositive Power: None
10. Shared Dispositive power: 2,000,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,000,000
Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...........................................[x]
13. Percent of Class Represented by Amount in row (11): 12%
14. Type of Reporting Person (See Instructions): CO
Page 6 of 13
CUSIP NO. 073015 20 8
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Surfer Holdings Pty. Ltd.
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)......[ ]
(b)......[x]
3. SEC Use Only...........................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......................................[ ]
6. Citizenship or Place of Organization: Australia
Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
8. Shared Voting Power: 1,500,000
9. Sole Dispositive Power: None
10. Shared Dispositive power: 1,500,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,500,000
Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...........................................[x]
13. Percent of Class Represented by Amount in row (11): 9%
14. Type of Reporting Person (See Instructions): CO
Page 7 of 13
Item 1. Security and Issuer
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Common Stock, par value $0.0001 per share of Bay Resources, Ltd. (the
"Issuer"), whose executive offices are located at Level 8, 580 St. Kilda Road,
Melbourne, Victoria 3004, Australia.
Item 2. Identity and Background
-----------------------
(a)-(c) The undersigned hereby file this Schedule 13D statement on
behalf of:
(i) Edensor Nominees Pty. Ltd. ("Edensor"), a private corporation
engaged as the trustee of a private family investment trust.
(ii) Kerisridge Pty. Ltd. ("Kerisridge"), a private corporation
engaged as the trustee of a private family investment trust.
(iii) Joseph I. Gutnick ("JG"). JG is an officer, director and
stockholder of Edensor, Kerisridge, Kalycorp and Surfer. JG's
principal occupation is as the Chairman of the Board, President and
Chief Executive Officer of the Issuer. JG is also chairman of several
publicly listed Australian corporations in the mining sector.
(iv) Stera M. Gutnick ("SG" and, together with JG, the "Officers
and Directors"). SG is an officer, director and stockholder of
Edensor, Kerisridge, Kalycorp and Surfer, SG's principal occupation is
as a Director of Edensor.
(v) Kalycorp Pty. Ltd. ("Kalycorp"), a private corporation
engaged as the trustee of a private family investment trust.
(vi) Surfer Holdings Pty. Ltd. ("Surfer"), a private corporation
engaged as the trustee of a private family investment trust.
(d) None of the persons referred to in Paragraph (a) above has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons referred to in Paragraph (a) above has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or state securities laws or finding any violation with respect to such laws.
(f) Each of the individuals referred to in Paragraph (a) above is an
Australian citizen. Edensor, Kerisridge, Kalycorp and Surfer are Australian
corporations.
Page 8 of 13
Item 3. Source and Amount of Funds or Other Consideration.
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Effective as of February 2, 2005, Edensor transferred 1,500,000 shares of
Common Stock to Surfer in connection with a reorganization of the shares of the
Issuer held for the benefit of the family of the Officers and Directors.
Item 4. Purpose of Transaction
----------------------
The acquisition of the shares was for investment purposes. Edensor,
Kerisridge, Kalycorp, Surfer and the Officers and Directors may acquire
additional shares of the Issuer from time to time and may dispose of any or all
of the shares held by them at any time.
Except as set forth above in this Item 4, Edensor, Kerisridge, Kalycorp and
the Officers and Directors do not have any plans or proposals which relate to,
or could result in, any of the matters referred to in paragraphs (a) and (j),
inclusive, of Item 4 of Schedule 13D. Such entities and persons may, at any
time, from time to time, review or reconsider their position with respect to the
issuer, and formulate plans or proposals with respect to any of such matters,
but have no present intention of doing so.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) and (b) The number of shares of Common Stock of the Issuer held by each
person named in response to Item 2 as of the date hereof are as follows:
Aggregate Number Percentage of
Name Of Shares Owned Outstanding(1)
---- ---------------- --------------
Edensor (2) 5,394,590 32.3%
Kerisridge (3) 3,507,968(4) 19.0%
Kalycorp (5) 2,000,000 12.0%
Surfer (6) 1,500,000 9.0%
Officers and Directors 551,650(7) 3.0%-
-------------------------
(1) Based on 16,711,630 shares of Common Stock outstanding on February 2, 2005.
(2) Edensor has the power to vote and to dispose of the shares of Common Stock
owned by it. The Officers and Directors may be deemed to share beneficial
ownership of the shares of Common Stock owned by Edensor.
(3) Kerisridge has the power to vote and to dispose of the shares of Common
Stock owed by it. The Officers and Directors may be deemed to share
beneficial ownership of the shares of Common Stock owned by Kerisridge.
(4) Includes 1,753,984 shares of Common Stock issuable upon exercise of
warrants.
Page 9 of 13
(5) Kalycorp has the power to vote and to dispose of the shares of Common Stock
owned by it. The Officers and Directors may be deemed to share beneficial
ownership of the shares of Common Stock owned by Kalycorp.
(6) Surfer has the power to vote and to dispose of the shares of Common Stock
owned by it. The Officers and Directors may be deemed to share beneficial
ownership of the shares of Common Stock owned by Surfer.
(7) Includes 25,650 shares owned directly by JG and 500,000 shares issuable
upon exercise of stock options that are owned directly by JG and 26,000
shares owned by Pearlway Investments Pty., a private Australian corporation
of which the Officers and Directors and members of their family are
officers, directors and shareholders. Excludes the shares owned by Edensor,
Kalycorp, Kerisridge and Surfer of which the Officers and Directors may be
deemed to share beneficial ownership. Does not include (i) 8,949 shares of
Common Stock beneficially owned by Great Gold Mines N.L. or (ii) 229,489
shares of Common Stock owned by AXIS Consultants Pty. Ltd., or (iii) 1,918
shares of Common Stock beneficially owned by Quantum Resources Limited,
companies of which Mr. Gutnick is an officer and/or Director. The Officers
and Directors however, disclaims beneficial ownership to those shares.
(c) Except as set forth above, none of the persons listed in response
to Item 2 above acquired any shares of Common Stock of the Issuer during the
past 60 days.
(d) (i) The shares of Common Stock are held by Edensor as trustee of a
family trust for the benefit of certain members of the family of the
Officers and Directors. Edensor has full power to vote and dispose of
the shares of Common Stock owned by it. The proceeds of any such sale
may be used, in the discretion of Edensor, for the benefit of the
beneficiaries of the Trust.
(ii) The shares of Common Stock are held by Kerisridge as trustee
of a family trust for the benefit of certain members of the family of
the Officers and Directors. Kerisridge has full power to vote and
dispose of the shares of Common Stock owned by it. The proceeds of any
such sale may be used, in the discretion of Kerisridge, for the
benefit of the beneficiaries of the Trust.
(iii) The shares of Common Stock are held by Kalycorp as trustee
of a family trust for the benefit of certain members of the family of
the Officers and Directors. Kalycorp has full power to vote and
dispose of the shares of Common Stock owned by it. The proceeds of any
such sale may be used, in the discretion of Kalycorp, for the benefit
of the beneficiaries of the Trust.
(iv) The shares of Common Stock are held by Surfer as trustee of
a family trust for the benefit of certain members of the family of the
Officers and Directors. Surfer has full power to vote and dispose of
the shares of Common Stock owned by it. The proceeds of any such sale
may be used, in the discretion of Surfer, for the benefit of the
beneficiaries of the Trust.
Page 10 of 13
Except as described above, no person other than each respective record
owner referred to herein of shares of Common Stock is known to have the right to
receive or the power to direct the receipt of dividends from or the proceeds of
sale of such shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise), among the persons named in
Item 2 hereof, or between such persons and the other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
other securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees or profits, divisions of profits or loss, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 1 Agreement Pursuant to Rule 13d - 1(k)
Page 11 of 13
SIGNATURES
----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
EDENSOR NOMINEES PTY. LTD.
By: /s/ Joseph I. Gutnick
---------------------
Director
Dated: February 7th, 2005
KERISRIDGE PTY. LTD.
By: /s/ Joseph I. Gutnick
---------------------
Director
/s/ Joseph I. Gutnick
---------------------
Joseph I. Gutnick
/s/ Stera M. Gutnick
---------------------
Stera M. Gutnick
KALYCORP PTY. LTD.
By: /s/ Joseph I. Gutnick
---------------------
Director
SURFER HOLDINGS PTY. LTD.
By: /s/ Joseph I. Gutnick
---------------------
Director
Page 12 of 13
Exhibit 1
---------
Agreement Pursuant to Rule 13d-1(k)
Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned acknowledges and agree that
the statement to which this Exhibit is attached is filed on behalf of them in
the capacities set forth herein below and that all subsequent amendments to this
statement on Schedule 13D may be filed on behalf of each of the undersigned
without the necessity of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information
concerning it or him contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the others, except to
the extent that it or he knows or has reason to believe that such information is
inaccurate.
EDENSOR NOMINEES PTY. LTD.
By: /s/ Joseph I. Gutnick
---------------------
Dated: February 7th, 2005 Director
KERISRIDGE PTY. LTD.
By: /s/ Joseph I. Gutnick
---------------------
Director
/s/ Joseph I. Gutnick
---------------------
Joseph I. Gutnick
/s/ Stera M. Gutnick
--------------------
Stera M. Gutnick
KALYCORP PTY. LTD.
By: /s/ Joseph I. Gutnick
---------------------
Director
SURFER HOLDINGS PTY. LTD.
By: /s/ Joseph I. Gutnick
---------------------
Director
Page 13 of 13