UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  FORM 10-QSB

[X]   Quarterly Report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the quarterly period ended  February 29, 2004
                                      -----------------

[ ]   Transition Report pursuant to 13 or 15(d) of the Securities Exchange
      Act of 1934

      For the transition period                  to
                               ------------------   --------------------

      Commission File Number    333-107179
                            -----------------


                              BAYVIEW CORPORATION
    ------------------------------------------------------------------------
       (Exact name of small Business Issuer as specified in its charter)


          Nevada                                         98-0380519
---------------------------------             --------------------------------
(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)

1859 Spyglass Place, Suite 110
Vancouver, British Columbia, Canada                       V5Z 4K6
----------------------------------------      --------------------------------
(Address of principal executive offices)           (Postal or Zip Code)


Issuer's telephone number, including area code:        (778) 837-8788
                                                ------------------------------

                                     None
    ------------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
                                 last report)


Check whether the issuer (1) 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days   [  ] Yes  [X] No

State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 3,272,500 shares of $0.001
par value common stock outstanding as of April 14, 2004.


















                               BAYVIEW CORPORATION
                         (An Exploration Stage Company)


                          INTERIM FINANCIAL STATEMENTS


                                FEBRUARY 29, 2004
                                   (Unaudited)
                            (Stated in U.S. Dollars)
                               BAYVIEW CORPORATION
                         (An Exploration Stage Company)

                              INTERIM BALANCE SHEET
                                   (Unaudited)
                            (Stated in U.S. Dollars)



                                             FEBRUARY   MAY 31
                                                29
                                               2004      2003

ASSETS

Current
Cash                                         $ 27,664  $ 54,613
Prepaid expenses                                  -         325
                                             ------------------
                                             $ 27,664  $ 54,938
                                            ===================
LIABILITIES

Current
Accounts payable and accrued liabilities        $ 500     $ 750
                                            -------------------
SHAREHOLDERS' EQUITY

Share Capital
Authorized:
100,000,000 common shares, par value $0.001
per share
10,000,000 preferred shares, par value
$0.001 per share

Issued and outstanding:
 3,272,500 common shares                        3,273     3,273

Additional paid-in capital                     75,227    75,227

Deficit  Accumulated During The Exploration   (51,336)  (24,312)
Stage                                         -----------------
                                               27,164    54,188
                                              -----------------
                                             $ 27,664  $ 54,938
                                              =================


                               BAYVIEW CORPORATION
                         (An Exploration Stage Company)

                            INTERIM STATEMENT OF LOSS
                                   (Unaudited)
                            (Stated in U.S. Dollars)



                                                                PERIOD
                                                                 FROM
                                                                DATE OF
                                                               INCEPTION
                                                               SEPTEMBER
                                                                   5
                    THREE MONTHS ENDED    NINE MONTHS ENDED     2002 TO
                        FEBRUARY 29          FEBRUARY 29       FEBRUARY
                                                                  29
                      2004      2003        2004      2003       2004

Expenses
Consulting fees     $-        $ -        $ -        $ 6,000    $ 6,000
Office and sundry    353        233        3,512      342        4,424
Filing fees          325        -          627        -          2,802
Professional fees    685        3,000      4,285      3,000      9,510
Mineral property
option payments      -          -          1,000      8,500      9,500
(Note 4)
Mineral property
exploration
expenditures         5,000      -          17,600     1,500      19,100
                    ---------------------------------------------------
Loss    For    The  $6,363    $ 3,233    $ 27,024   $ 19,342   $ 51,336
Period              ===================================================


Basic And Diluted
Loss Per Share      $(0.01)   $ (0.01)   $ (0.01)   $ (0.02)
                    ========================================

Weighted Average
Number Of Shares
Outstanding        3,272,500 3,108,028  3,272,500    1,262,720
                   ===========================================

                               BAYVIEW CORPORATION
                         (An Exploration Stage Company)

                         INTERIM STATEMENT OF CASH FLOWS
                                   (Unaudited)
                            (Stated in U.S. Dollars)



                                                               PERIOD
                                                                FROM
                                                              DATE OF
                                                             INCEPTION
                                                             SEPTEMBER
                                                                 5
                          THREE MONTHS    NINE MONTHS ENDED   2002 TO
                              ENDED
                           FEBRUARY 29       FEBRUARY 29      FEBRUARY
                                                                 29
                         2004      2003     2004      2003      2004

Cash Flows From
Operating Activities
Loss for the period  $ (6,363)$ (3,233)$ (27,024)$ (19,342)$ (51,336)


Adjustments To Reconcile
Net Loss To Net Cash
Used By Operating
Activities
Prepaid expenses          325   (2,500)     325   (2,500)       -

Accounts payable and
accrued liabilities      (815)    -        (250)     -        500
                         --------------------------------------------
                        (6,853) (5,733)  (26,949)(21,842)  (50,836)


Cash Flows From
Financing Activities
Share    subscriptions    -        -        -         -        -
received
Share capital issued      -     24,000      -     78,500   78,500
                         --------------------------------------------
                          -     24,000      -     78,500   78,500
                         --------------------------------------------
(Decrease) Increase In (6,853)  18,267   (26,949) 56,658   27,664
Cash

Cash,   Beginning Of   34,517   38,391    54,613     -        -
Period                -----------------------------------------------

Cash, End Of Period  $ 27,664 $ 56,658  $ 27,664  $56,658 $ 27,664
                      ===============================================

                               BAYVIEW CORPORATION
                         (An Exploration Stage Company)

                    INTERIM STATEMENT OF SHAREHOLDERS' EQUITY

                                FEBRUARY 29, 2004
                                   (Unaudited)
                            (Stated in U.S. Dollars)



                                              DEFICIT
                         COMMON STOCK        ACCUMULATED
                                  ADDITIONAL   DURING
                                                THE
                                    PAID-IN  EXPLORATION
                   SHARES   AMOUNT  CAPITAL    STAGE     TOTAL

Opening balance,
 September 5,       -        $ -     $ -      $ -        $ -
 2002

October 2002 -
Shares issued for 1,000,000 1,000      -        -        1,000
cash at $0.001

November 2002 -
Shares issued for 2,000,000 2,000   18,000      -       20,000
cash at $0.01

January 2003 -
Shares issued for  262,500    263   52,231      -       52,500
cash at $0.20

February 2003 -
Shares issued for  10,000     10      4,990    -          5,000
cash at $0.50

Net loss for the   -          -       -        (24,312) (24,312)
period             ---------------------------------------------

Balance, May 31,  3,272,500 3,273    75,221    (24,312)  54,188
2003

Net loss for the   -          -       -        (27,024) (27,024)
period             --------------------------------------------

Balance, February
29, 2004          3,272,500 3,273 $ 75,221   $ (51,336) $27,164
                 ==============================================

                               BAYVIEW CORPORATION
                         (An Exploration Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                                FEBRUARY 29, 2004
                                   (Unaudited)
                            (Stated in U.S. Dollars)



1.BASIS OF PRESENTATION

  The  unaudited  interim financial statements as of February 29, 2004  included
  herein  have been prepared without audit pursuant to the rules and regulations
  of  the  Securities and Exchange Commission.  Certain information and footnote
  disclosures  normally included in financial statements prepared in  accordance
  with   United  States  generally  accepted  accounting  principles  have  been
  condensed  or omitted pursuant to such rules and regulations.  In the  opinion
  of  management,  all  adjustments (consisting of  normal  recurring  accruals)
  considered  necessary  for  a fair presentation have  been  included.   It  is
  suggested that these financial statements be read in conjunction with the  May
  31, 2003 audited financial statements and notes thereto.


2.   NATURE OF OPERATIONS

  a)   Organization

     The  Company was incorporated in the State of Nevada, U.S.A., on  September
     5, 2002.

  b)   Exploration Stage Activities

     The  Company has been in the exploration stage since its formation and  has
     not yet realized any revenues from its planned operations.  It is primarily
     engaged  in  the  acquisition and exploration of mining  properties.   Upon
     location  of a commercial minable reserve, the Company expects to  actively
     prepare the site for its extraction and enter a development stage.

  c)Going Concern

     The  accompanying  financial  statements have been  prepared  assuming  the
     Company will continue as a going concern.

     As shown in the accompanying financial statements, the Company has incurred
     a  net loss of $51,336 for the period from September 5, 2002 (inception) to
     February  29,  2004,  and  has no sales.  The  future  of  the  Company  is
     dependent  upon its ability to obtain financing and upon future  profitable
     operations from the development of its mineral properties.  Management  has
     plans  to  seek additional capital through a private placement  and  public
     offering of its common stock.  The financial statements do not include  any
     adjustments  relating to the recoverability and classification of  recorded
     assets,  or the amounts of and classification of liabilities that might  be
     necessary in the event the Company cannot continue in existence.
                               BAYVIEW CORPORATION
                         (An Exploration Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                                FEBRUARY 29, 2004
                                   (Unaudited)
                            (Stated in U.S. Dollars)



3.SIGNIFICANT ACCOUNTING POLICIES

  The  financial statements of the Company have been prepared in accordance with
  generally  accepted  accounting principles in the United  States.   Because  a
  precise determination of many assets and liabilities is dependent upon  future
  events,  the  preparation  of financial statements for  a  period  necessarily
  involves the use of estimates which have been made using careful judgement.

  The   financial  statements  have,  in  management's  opinion,  been  properly
  prepared  within reasonable limits of materiality and within the framework  of
  the significant accounting policies summarized below:

  a)Mineral Property Option Payments and Exploration Costs

     The  Company  expenses all costs related to the maintenance and exploration
     of  mineral  claims  in which it has secured exploration  rights  prior  to
     establishment  of proven and probable reserves.  To date, the  Company  has
     not  established  the commercial feasibility of its exploration  prospects,
     therefore, all costs are being expensed.

  b)Use of Estimates

     The  preparation  of  financial  statements in  conformity  with  generally
     accepted  accounting principles requires management to make  estimates  and
     assumptions that affect the reported amounts of assets and liabilities, and
     disclosure  of  contingent  assets and  liabilities  at  the  date  of  the
     financial statements, and the reported amounts of revenues and expenses for
     the reporting period.  Actual results could differ from these estimates.

  c)Income Taxes

     The Company has adopted Statement of Financial Accounting Standards No. 109
     - "Accounting for Income Taxes" (SFAS 109).  This standard requires the use
     of  an asset and liability approach for financial accounting, and reporting
     on income taxes.  If it is more likely than not that some portion or all of
     a  deferred  tax  asset  will not be realized,  a  valuation  allowance  is
     recognized.







                               BAYVIEW CORPORATION
                         (An Exploration Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                                FEBRUARY 29, 2004
                                   (Unaudited)
                            (Stated in U.S. Dollars)



3.SIGNIFICANT ACCOUNTING POLICIES (Continued)

  d)Basic and Diluted Loss Per Share

     In  accordance with SFAS No. 128 - "Earnings Per Share", the basic loss per
     common  share  is  computed  by  dividing  net  loss  available  to  common
     stockholders  by the weighted average number of common shares  outstanding.
     Diluted loss per common share is computed similar to basic loss per  common
     share  except  that the denominator is increased to include the  number  of
     additional common shares that would have been outstanding if the  potential
     common  shares  had  been issued and if the additional common  shares  were
     dilutive.  At February 29, 2004, the Company has no stock equivalents  that
     were anti-dilutive and excluded in the earnings per share computation.


4.MINERAL PROPERTY INTEREST

  The  Company has entered into an option agreement, dated November 28, 2002 and
  amended  November  13, 2003, to acquire a 85% interest in two  mineral  claims
  located in the Sudbury Mining District in Ontario, Canada.

  In  order  to  earn  its interests, the Company made cash  payments  totalling
  $8,500  on signing and must incur exploration expenditures totalling  $203,800
  as follows:

  Exploration expenditures:

  -    $24,600 by November 30, 2004;
  -    A further $179,200 by November 30, 2005.

  The properties are subject to a 1% net smelter return royalty.


5.    CONTINGENCY

  Mineral Property

  The  Company's  mineral  property interests have  been  acquired  pursuant  to
  option  agreements.  In order to retain its interest, the Company must satisfy
  the terms of the option agreements described in Note 4.




Item 2. Management's Discussion and Analysis or Plan of Operation

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements that involve risks and
uncertainties.  We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements.  You
should not place too much reliance on these forward-looking statements.  Our
actual results are likely to differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in this Risk Factors section and elsewhere in this annual report.

Plan of Operation

Our current business plan is to conduct exploration on the Mac Len Property in
order to determine whether or not it contains economic quantities of valuable
metals.  We anticipate that phase one of the recommended geological exploration
program will cost approximately $24,600 on the Mac Len Property.

Specifically, we anticipate spending the following over the next 12 months:

 *         $5,000 on legal fees
 *         $5,000 on accounting and audit fees
 *         $2,500 on EDGAR filing fees
 *         $2,000 on Transfer Agent fees
 *         $10,000 on general administration costs
 *         $24,600 on exploration expenses necessary to conduct
           the phase one exploration program on the Mac Len Property,
           as recommended by Mr. John M. Siriunas, the author of the
           geological report respecting the property

Total expenditures over the next 12 months are therefore expected to be
approximately $49,100.

We are able to complete phase one of the exploration program on the Mac Len
Property without additional financing.  Completion of these exploration
expenditures will also enable us to meet the exploration expenditure requirement
under the option agreement for the period through November 30, 2004.

We commenced phase one of the exploration program on the Mac Len Property on
June 16, 2003.  To date, we have commenced line cutting and trenching on the
property.  Line cutting involves removing bush from the property in order to
produce straight clearings.  This provides grid boundaries for various surveys.
Trenching involves removing surface soil using a backhoe or bulldozer.  Samples
are then taken from the bedrock below and analysed for mineral content.

We anticipate proceeding with phase two of the exploration program in the summer
of 2004. We will obtain a geological report upon the completion of each phase
summarizing the results of that phase. The costs of the geological reports are
included in the cost of the exploration program.  We have sufficient cash on
hand in order to complete the first phase work program on the property.

We will assess whether to proceed to phase two of the recommended geological
exploration program upon completion of an assessment of the results of phase one
of the geological exploration program. We will require additional funding in the
event that we decide to proceed with phase two of the exploration program. The
anticipated cost of phase two of the exploration program is $191,200, which is
well beyond our projected cash reserves. Unless we raise and spend at least
$179,200 on the Mac Len Property by November 30, 2005, we will lose our interest
in the property.

We anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock.  However, we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock to fund both phases of the exploration
program.  We believe that debt financing will not be an alternative for funding
the complete exploration program.  We do not have any arrangements in place for
any future equity financing.

If we do not complete the exploration expenditures required under the option
agreement for the Mac Len Property, then our option in will terminate and we
will lose all our rights and interest in the Mac Len Property. If we do not
secure additional financing to incur the required exploration expenditures, we
may consider bringing in a joint venture partner to provide the required
funding. We have not undertaken any efforts to locate a joint venture partner.
In addition, we cannot provide investors with any assurance that we will be able
to locate a joint venture partner who will assist us in funding the exploration
of the Mac Len Property.  We may also pursue acquiring interests in alternate
mineral properties in the future.

Results Of Operations For Period Ending February 29, 2004

We did not earn any revenues during the six-month period ending February 29,
2004.  We do not anticipate earning revenues until such time as we have entered
into commercial production of the Mac Len Property.  We are presently in the
exploration stage of our business and we can provide no assurance that we will
discover economic mineralization levels of minerals on the property, or if such
minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $27,024 for the nine-month
period ended February 29, 2004, as compared to a loss of $19,342 for the
comparative period in 2003. The increase in net loss in the current fiscal year
is primarily a result of an increase in mineral property exploration
expenditures on our Mac Len Property.  While we only conducted $1,500 in
exploration on the claims in the first nine months of fiscal 2003, we incurred
$17,600 on exploration in the current fiscal year.

Our operating expenses in the first nine months of the current fiscal year were
comprised of mineral property exploration expenditures on the Mac Len Property
of $17,600, professional fees of $4,285, office and sundry costs of $3,512,
mineral property option payments of $1,000 and filing fees of $627.

We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities.  For these reasons our auditors
stated in their report that they have substantial doubt that we will be able to
continue as a going concern.

At  February  29, 2004, we had cash on hand of $27,664 and accounts payable  and
accrued liabilities of $500.




ITEM 8A:  CONTROLS AND PROCEDURES

Evalution of Disclosure Controls

Our former management evaluated the effectiveness of our disclosure controls and
procedures as of the end of our second fiscal quarter on February 29, 2004.
This evaluation was conducted with the participation of our chief executive
officer and our principal accounting officer at the time.

Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclosed in the reports we file
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported.

Limitations on the Effective of Controls

Our management does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud.  A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are met.
Further, any control system reflects limitations on resources, and the benefits
of a control system must be considered relative to its costs.  These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake.  Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of a control.  A
design of a control system is also based upon certain assumptions about
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate.  Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and may
not be detected.

Conclusions

Based upon their evaluation of our controls, our chief executive officer and
principal accounting officer have concluded that, subject to the limitations
noted above, the disclosure controls are effective providing reasonable
assurance that material information relating to us is made known to management
on a timely basis during the period when our reports are being prepared.  There
were no changes in our internal controls that occurred during the quarter
covered by this report that have materially affected, or are reasonably likely
to materially affect our internal controls.

PART II- OTHER INFORMATION

Item 1.   Legal Proceedings

The Company is not a party to any pending legal proceeding.  Management is not
aware of any threatened litigation, claims or assessments.

Item 2.   Changes in Securities

The Company did not issue any securities during the quarter ended February 29,
2004.


Item 3. Defaults Upon Senior Securities

     None.

Item 4. Submission of Matters to a Vote of Security Holders

     None.

Item 5. Other Information

     None.

Item 6. Exhibits and Report on Form 8-K

31.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002
31.2  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
32.2  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002

There were no reports filed on Form 8-K during the period ended February 29,
2004.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Bayview Corporation

/s/ Luigi Federico

------------------------------
Luigi Federico, President