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  November 30, 2004

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[ ]   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

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BAYVIEW CORPORATION

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(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

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None

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(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   [X] Yes  [ ] 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 February 9, 2005.











































BAYVIEW CORPORATION

(An Exploration Stage Company)





INTERIM FINANCIAL STATEMENTS





NOVEMBER 30, 2004

(Unaudited)

(Stated in U.S. Dollars)





BAYVIEW CORPORATION

(An Exploration Stage Company)



INTERIM BALANCE SHEET

(Unaudited)

(Stated in U.S. Dollars)







|                                                        | NOVEMBER 30 | MAY 31  
|------------------------------------------------------- | ----------- | --------
|                                                        | 2004        | 2004    
|                                                        |             |         
|ASSETS                                                  |             |         
|                                                        |             |         
|Current                                                 |             |         
|Cash and cash equivalents                               | $           | 25,182  
|                                                        |             |         
|LIABILITIES                                             |             |         
|                                                        |             |         
|Current                                                 |             |         
|Accounts payable and accrued liabilities                | $           | 5,416   
|                                                        |             |         
|STOCKHOLDERS 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   
|                                                        |             |         
|Additional paid-in capital                              |             | 75,227  
|                                                        |             |         
|Deficit Accumulated During The Exploration Stage        |             | (58,734)
|                                                        |             | 19,766  
|                                                        |             |         
|                                                        | $           | 25,182  











BAYVIEW CORPORATION

(An Exploration Stage Company)



INTERIM STATEMENT OF LOSS

(Unaudited)

(Stated in U.S. Dollars)







|                                              |                    |                  |             |           | CUMULATIVE 
|--------------------------------------------- | ------------------ | ---------------- | ----------- | --------- | -----------
|                                              |                    |                  |             |           | PERIOD FROM
|                                              |                    |                  |             |           | DATE OF    
|                                              |                    |                  |             |           | INCEPTION  
|                                              |                    |                  |             |           | SEPTEMBER 5
|                                              | THREE MONTHS ENDED | SIX MONTHS ENDED | 2002 TO    
|                                              | NOVEMBER 30        | NOVEMBER 30      | NOVEMBER 30
|                                              | 2004               | 2003             | 2004        | 2003      | 2004       
|                                              |                    |                  |             |           |            
|Expenses                                      |                    |                  |             |           |            
|Consulting fees                               | $                  | -                | $           | -         | $          
|Filing fees                                   |                    | -                |             | -         |            
|Mineral property exploration expenditures     |                    | -                |             | 7,600     |            
|Mineral property option payments (Note 4)     |                    | 2,000            |             | 1,000     |            
|Office and sundry                             |                    | -                |             | 2,935     |            
|Professional fees                             |                    | 2,864            |             | 1,130     |            
|                                              |                    |                  |             |           |            
|Loss For The Period                           | $                  | 4,864            | $           | 12,665    | $          
|                                              |                    |                  |             |           |            
|                                              |                    |                  |             |           |            
|Basic And Diluted Loss Per Share              | $                  | (0.01)           | $           | (0.01)    | $          
|                                              |                    |                  |             |           |            
|                                              |                    |                  |             |           |            
|Weighted Average Number Of Shares Outstanding |                    | 3,272,500        |             | 3,272,500 |            







BAYVIEW CORPORATION

(An Exploration Stage Company)



INTERIM STATEMENT OF CASH FLOWS

(Unaudited)

(Stated in U.S. Dollars)







|                                                                           |                    |                  |             |          | CUMULATIVE 
|-------------------------------------------------------------------------- | ------------------ | ---------------- | ----------- | -------- | -----------
|                                                                           |                    |                  |             |          | PERIOD FROM
|                                                                           |                    |                  |             |          | DATE OF    
|                                                                           |                    |                  |             |          | INCEPTION  
|                                                                           |                    |                  |             |          | SEPTEMBER 5
|                                                                           | THREE MONTHS ENDED | SIX MONTHS ENDED | 2002 TO    
|                                                                           | NOVEMBER 30        | NOVEMBER 30      | NOVEMBER 30
|                                                                           | 2004               | 2003             | 2004        | 2003     | 2004       
|                                                                           |                    |                  |             |          |            
|Cash Flows From Operating Activities                                       |                    |                  |             |          |            
|Loss for the period                                                        | $                  | (4,864)          | $           | (12,665) | $          
|                                                                           |                    |                  |             |          |            
|Adjustments To Reconcile Net Loss To Net Cash Used By Operating Activities |                    |                  |             |          |            
|Accounts payable and accrued liabilities                                   |                    | 2,800            |             | 815      |            
|                                                                           |                    | (2,064)          |             | (11,850) |            
|                                                                           |                    |                  |             |          |            
|Cash Flows From Financing Activity                                         |                    |                  |             |          |            
|Share capital issued                                                       |                    | -                |             | -        |            
|                                                                           |                    |                  |             |          |            
|(Decrease) Increase In Cash                                                |                    | (2,064)          |             | (11,850) |            
|                                                                           |                    |                  |             |          |            
|Cash, Beginning Of Period                                                  |                    | 27,246           |             | 46,367   |            
|                                                                           |                    |                  |             |          |            
|Cash, End Of Period                                                        | $                  | 25,182           | $           | 34,517   | $          







BAYVIEW CORPORATION

(An Exploration Stage Company)



NOTES TO INTERIM FINANCIAL STATEMENTS



NOVEMBER 30, 2004

(Unaudited)

(Stated in U.S. Dollars)







1.

BASIS OF PRESENTATION



The unaudited interim financial statements as of November 30, 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, 2004 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 $58,734 for the period from September 5, 2002 (inception) to November 30, 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



NOVEMBER 30, 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



NOVEMBER 30, 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 November 30, 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 an 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.



On November 30, 2004, the Company further amended the agreement to cancel the $24,600 expenditures requirement originally prescribed.  In addition, the Company had paid $19,100 to date and is required to make additional payments as follows:



-

$2,000 upon execution of the amending agreement;

-

Monthly payments of $2,000 for 12 months commencing on January 3, 2005.







BAYVIEW CORPORATION

(An Exploration Stage Company)



NOTES TO INTERIM FINANCIAL STATEMENTS



NOVEMBER 30, 2004

(Unaudited)

(Stated in U.S. Dollars)







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



During the interim period ended November 30, 2004, we amended our option agreement whereby we were entitled to acquire a 85% interest, subject to a 1% net smelter returns royalty, in two mineral claims located in the Sudbury Mining District, McLennan Township, Province of Ontario, Canada.



On January 3, 2005, we were required to pay an additional $2,000 in order to keep the option respecting the Mac Len property in good standing.  However, we were unable to make this payment and the option is no longer in good standing.



Our plan of operation for the twelve months following the date of this quarterly report is to review and consider alternative asset acquisition opportunities.  We anticipate that the review of various resource property acquisition opportunities will cost approximately $5,000.  As well, we anticipate spending an additional $20,000 on administrative costs, including professional and other fees payable in connection with complying with reporting obligations. Total expenditures over the next 12 months are therefore expected to be $25,000.



We currently do not have cash on hand in order to complete our review of additional assets and to cover anticipated administrative expenses. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock.  However, we have no arrangements in place for any future equity financing.



Results Of Operations For Period Ending November 30, 2004



We did not earn any revenues during the three-month period ending November 30, 2004.  We incurred operating expenses in the amount of $5,860 during the six-month period ended November 30, 2004.  This amount consisted of professional fees of $3,823, mineral property option payments of $2,000, filing fees of $36 and office and sundry costs of $1.



Operating expenses for the six-month period ended November 30, 2004 ($5,860) decreased substantially as compared to the same period in the previous fiscal year ($20,661).  The primary reasons for the decrease in operating expenses were a decrease in mineral property exploration expenditures from $12,600 in fiscal 2003 to NIL in fiscal 2004, as well as a decrease in office and sundry costs from $3,159 in fiscal 2003 to $1 in fiscal 2004.









We have not attained profitable operations and are dependent upon obtaining financing in order to proceed with any asset acquisition.  For these reasons, there is substantial doubt that we will be able to continue as a going concern.



At November 30, 2004, we had cash on hand of $25,182 and accounts payable and accrued liabilities of $5,416.



ITEM 8A:  CONTROLS AND PROCEDURES



Evalution of Disclosure Controls



Our management evaluated the effectiveness of our disclosure controls and procedures as of the end at November 30, 2004.  This evaluation was conducted with the participation of our chief executive officer and our principal accounting officer.



Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose 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 November 30, 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 November 30, 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



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Luigi Federico, President