SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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 8008 Australia
Tel: 011-613 8532 2860
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 27, 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 12
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
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Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
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8. Shared Voting Power: 6,894,590
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9. Sole Dispositive Power: None
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10. Shared Dispositive power: 6,894,590
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 6,894,590 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): 41.3%
14. Type of Reporting Person (See Instructions): CO
Page 2 of 12
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
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Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
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8. Shared Voting Power: 3,507,968
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9. Sole Dispositive Power: None
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10. Shared Dispositive power: 3,507,968
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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 12
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
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Number of Shares
Beneficially owned by: 7. Sole Voting Power: 525,650
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8. Shared Voting Power: 12,428,558
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9. Sole Dispositive Power: 525,650
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10. Shared Dispositive power: 12,428,558
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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 12
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
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Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
--------------------------------------------------------------------------------
8. Shared Voting Power: 12,428,558
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9. Sole Dispositive Power: None
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10. Shared Dispositive power: 12,428,558
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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 12
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
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Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
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8. Shared Voting Power: 2,000,000
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9. Sole Dispositive Power: None
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10. Shared Dispositive power: 2,000,000
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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 12
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 8008, 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.
(v) Joseph I. Gutnick ("JG"). JG is an officer, director and
stockholder of Edensor, Kerisridge and Kalycorp. 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 and Kalycorp, 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.
(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 and Kalycorp are Australian
corporations.
Page 7 of 12
Item 3. Source and Amount of Funds or Other Consideration.
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Effective as of January 27, 2005, JG was granted ten year options to
purchase 500,000 shares of common stock at an exercise price of $1.00 per share.
Item 4. Purpose of Transaction
----------------------
The acquisition of the shares was for investment purposes. Edensor,
Kerisridge, Kalycorp 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) 6,894,590(3) 41.3%
Kerisridge(4) 3,507,968(5) 19.0%
Kalycorp(6) 2,000,000 12.0%
Officers and Directors(7) 551,650(7) 3.0%
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(1) Based on 16,711,630 shares of Common Stock outstanding on December 31,
2004.
(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) Includes 1,500,000 shares of common stock held in trust by Surfer
Holdings Pty. Ltd. on Edensor's behalf as to which Edensor has voting
and dispositive power.
(4) Kerisridge 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
Kerisridge.
Page 8 of 12
(5) Includes 1,753,984 shares of Common Stock issuable upon exercise of
warrants.
(6) 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.
(7) Includes 25,650 shares owned directly by JG, 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 and Kerisridge 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.
(8) Less than one percent.
(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.
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.
Page 9 of 12
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 10 of 12
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
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Director
Dated: January 28, 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
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Director
Page 11 of 12
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
-------------------------------
Director
Dated: January 28, 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
Page 12 of 12