UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549


                                  FORM 10-QSB/A
                                  Amendment #1


[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
                                      -----------------

[ ]   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)

<PAGE>

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.





<PAGE>



                               BAYVIEW CORPORATION
                         (An Exploration Stage Company)


                          INTERIM FINANCIAL STATEMENTS


                                NOVEMBER 30, 2004
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<PAGE>

<TABLE>
<CAPTION>


                               BAYVIEW CORPORATION
                         (An Exploration Stage Company)

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



------------------------------------------------------------------------------- ------------------ -----------------
                                                                                   NOVEMBER 30          MAY 31
                                                                                      2004               2004
------------------------------------------------------------------------------- ------------------ -----------------
<S>                                                                             <C>                <C>
ASSETS

Current
     Cash and cash equivalents                                                  $       25,182     $      27,246
=============================================================================== === ============== == ==============

LIABILITIES

Current
     Accounts payable and accrued liabilities                                   $        5,416     $       1,620
                                                                                --- -------------- -- --------------

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             3,273

     Additional paid-in capital                                                         75,227            75,227

Deficit Accumulated During The Exploration Stage                                       (58,734)          (52,874)
                                                                                --- -------------- -- --------------
                                                                                        19,766            25,626
                                                                                --- -------------- -- --------------

                                                                                $       25,182     $      27,246
=============================================================================== === ============== == ==============
</TABLE>




<PAGE>
<TABLE>
<CAPTION>



                               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
-------------------------------------- ------------------ ------------------- ------------------- ------------------- --------------
<S>                                    <C>                <C>                 <C>                 <C>                 <C>

Expenses
     Consulting fees                   $         -        $          -        $          -        $         -         $      6,000
     Filing fees                                 -                   -                       36                302           2,838
     Mineral property exploration
       expenditures
                                                 -                    7,600              -                  12,600          19,100
     Mineral property option
       payments (Note 4)                          2,000               1,000               2,000              1,000          11,500
     Office and sundry                           -                    2,935                   1              3,159           4,843
     Professional fees                            2,864               1,130               3,823              3,600          14,453
                                       -- --------------- --- --------------- --- --------------- -- ---------------- -- -----------

Loss For The Period                    $          4,864   $          12,665   $           5,860   $         20,661    $     58,734
====================================== == =============== === =============== === =============== == ================ == ===========


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


Weighted Average Number Of Shares
  Outstanding
                                              3,272,500           3,272,500           3,272,500          3,272,500
====================================== == =============== === =============== === =============== == ================
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

                               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
--------------------------------------------------- -------------- ---------------- -------------- ---------------- ----------------
<S>                                                 <C>            <C>              <C>            <C>              <C>

Cash Flows From Operating Activities
     Loss for the period                            $     (4,864)  $     (12,665)   $     (5,860)  $    (20,661)    $     (58,734)

Adjustments To Reconcile Net Loss To Net Cash
  Used By Operating Activities
     Accounts payable and accrued liabilities
                                                           2,800             815           3,796            565             5,416
                                                    -- ----------- --- ------------ -- ----------- -- ------------- -- -------------
                                                          (2,064)        (11,850)         (2,064)       (20,096)          (53,318)
                                                    -- ----------- --- ------------ -- ----------- -- ------------- -- -------------

Cash Flows From Financing Activity
     Share capital issued                                   -               -               -              -               78,500
                                                    -- ----------- --- ------------ -- ----------- -- ------------- -- -------------

(Decrease) Increase In Cash                               (2,064)        (11,850)         (2,064)       (20,096)           25,182

Cash, Beginning Of Period                                 27,246          46,367          27,246         54,613             -
                                                    -- ----------- --- ------------ -- ----------- -- ------------- -- -------------

Cash, End Of Period                                 $     25,182   $      34,517    $     25,182   $     34,517     $      25,182
=================================================== == =========== === ============ == =========== == ============= == =============
</TABLE>



<PAGE>



                               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.

<PAGE>


                               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.







<PAGE>



                               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.



<PAGE>



                               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.














<PAGE>


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.

<PAGE>


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.

<PAGE>

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