Exhibit 3.1.1

                          ARTICLES OF AMENDMENT TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                             GRAY CREEK MINING, INC.

     GRAY CREEK MINING, INC., a Nevada corporation (the  "Corporation"),  hereby
amends its Articles of Incorporation as follows:

     1. Article I of the Articles of  Incorporation of the Corporation is hereby
deleted in its entirety and amended to read as follows:

                                   ARTICLE I.

                The name of the corporation is BWI Holdings, Inc.

     2.  Article III of the  Articles of  Incorporation  of the  Corporation  is
hereby deleted in its entirety and amended to read as follows:

ARTICLE III.

     1. Authorized  Stock. This corporation is authorized to issue the following
shares of capital stock:

     (a) Common Stock.  The aggregate number of shares of Common Stock which the
corporation   shall  have  the  authority  to  issue  is  One  Hundred   Million
(100,000,000) shares, par value $0.0001 per share.

     (b)  Preferred  Stock.  The aggregate  number of shares of Preferred  Stock
which the  corporation  shall  have the  authority  to issue is  Twenty  Million
(20,000,000) shares, par value $0.0001 per share.

     2. Description of Common Stock. Holders of Common Stock are entitled to one
vote for  each  share  held of  record  on all  matters  submitted  to a vote of
stockholders  and may not cumulate  their votes for the  election of  directors.
Shares  of  Common  Stock  are not  redeemable,  do not have any  conversion  or
preemptive  rights,  and are not subject to further  calls or  assessments  once
fully paid.

Holders of Common Stock will be entitled to share pro rata in such dividends and
other  distributions  as may be  declared  from  time to time  by the  board  of
Directors out of funds legally available therefore,  subject to any prior rights
accruing to any holders of preferred stock of the Company.  Upon  liquidation or
dissolution  of the Company,  holders of shares of Common Stock will be entitled
to  share  proportionally  in all  assets  available  for  distribution  to such
holders.

     3. Description of Preferred Stock. The terms, preferences,  limitations and
relative rights of the Preferred Stock are as follows:

     (a) The Board of  Directors is  expressly  authorized  at any time and from
time to time to provide for the issuance of shares of Preferred  Stock in one or
more series,  with such voting  powers,  full or limited,  but not to exceed one
vote  per  share,  or  without  voting  powers,   and  with  such  designations,
preferences  and relative  participating,  optional or other special  rights and
qualifications, limitations or restrictions, as shall be fixed and determined in
the resolution or resolutions  providing for the issuance thereof adopted by the
Board of Directors,  and as are not stated and expressed in this  Certificate of

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Incorporation  or any  amendment  hereto,  including  (but without  limiting the
generality of the foregoing) the following:

     (i) the  distinctive  designation  of such  series and the number of shares
which shall constitute such series, which number may be increased (but not above
the total  number of  authorized  shares of  Preferred  Stock and,  except where
otherwise  provided  by the Board of  Directors  in  creating  such  series)  or
decreased  (but not below the number of shares  thereof then  outstanding)  from
time to time by resolution by the Board of Directors;

     (ii) the rate of dividends  payable on shares of such series,  the times of
payment,  whether  dividends shall be cumulative,  the conditions upon which and
the date from which such dividends shall be cumulative;

     (iii)  whether  shares of such  series can be  redeemed,  the time or times
when,  and the  price  or  prices  at  which  shares  of such  series  shall  be
redeemable,  the redemption price,  terms and conditions of redemption,  and the
sinking fund provisions, if any, for the purchase or redemption of such shares;

     (iv) the amount  payable on shares of such series and the rights of holders
of such  shares  in the  event  of any  voluntary  or  involuntary  liquidation,
dissolution or winding up of the affairs of the corporation;

     (v) the rights,  if any, of the holders of shares of such series to convert
such shares into, or exchange such shares for,  shares of Common Stock or shares
of any other class or series of Preferred  Stock and the terms and conditions of
such conversion or exchange; and

     (vi) the rights, if any, of the holders of shares of such series to vote.

     (b) Except in respect of the relative  rights and  preferences  that may be
provided  by the Board of  Directors  as  hereinbefore  provided,  all shares of
Preferred Stock shall be of equal rank and shall be identical, and each share of
a series shall be  identical  in all respects  with the other shares of the same
series.

     2. The  foregoing  Amendment  was adopted on November 6, 2008,  by the duly
authorized  vote of the  majority  shareholders  of the  Corporation.  Except as
amended  hereby,  the  rest  and  remainder  of the  Corporation's  Articles  of
Incorporation  shall be and remain in full force and effect. The number of votes
cast by the majority  shareholders for the Amendment was sufficient for approval
by the shareholders.

     3. This Amendment shall become effective upon filing.

Dated this 7th day of November 2008.

                                 GRAY CREEK MINING, INC.


                                 By: /s/ Jim Can
                                    ---------------------------
                                    Jim Can, CEO

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