-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PK+cGcDO0z8HJ/yQCEFNPKm3f4GwxujFO3jyPFFDlt8Gt6+LhlxvQqgtDPWvxXEs d70J2kTqGuiPEayfU2Rt1g== 0001165527-08-000756.txt : 20090126 0001165527-08-000756.hdr.sgml : 20090126 20081209093218 ACCESSION NUMBER: 0001165527-08-000756 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081201 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081209 DATE AS OF CHANGE: 20081211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BWI Holdings, Inc. CENTRAL INDEX KEY: 0001405260 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-145471 FILM NUMBER: 081237246 BUSINESS ADDRESS: STREET 1: 3915 - 61ST AVE. S.E. CITY: CALGARY STATE: A0 ZIP: T2C 1V5 BUSINESS PHONE: 403-255-2900 MAIL ADDRESS: STREET 1: 3915 - 61ST AVE. S.E. CITY: CALGARY STATE: A0 ZIP: T2C 1V5 FORMER COMPANY: FORMER CONFORMED NAME: Gray Creek Mining Inc. DATE OF NAME CHANGE: 20070629 8-K/A 1 g2806.txt AMENDMENT NO. 1 TO FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2008 BWI Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-145471 N/A (State or Other Jurisdiction (Commission IRS Employer of Incorporation) File Number) Identification No.) 3915 - 61st Ave. S.E., Calgary, Alberta Canada T2C 1V5 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone number, including area code: (403) 255-2900 Gray Creek Mining Inc. 313 - 6688 Willington Ave. Burnaby, British Columbia, Canada V5H 2V8 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT As a result of the resignation of the Issuer's independent accountant on December 1, 2008, the Issuer changed its independent accountant from George Stewart, CPA, located at 2301 S. Jackson St., Ste. 101G, Seattle, Washington 98144, to HLB Cinnamon Jang Willoughby & Company, Chartered Accountants, located at Metrotower II, 900 - 4720 Kingway, Burnaby, British Columbia V5H 4N2. HLB Cinnamon Jang Willoughby & Company is a member of HLB International, a worldwide organization of accounting firms and business advisors, with offices in more than 100 countries. The decision to change the Issuer's independent accountant from George Stewart to HLB Cinnamon Jang Willoughby & Company was approved by the Issuer's Board of Directors. The report of George Stewart, CPA, on the financial statements of the registrant as of and for the years ended April 30, 2008 and 2007 did not contain an adverse opinion, or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope, or accounting principles.. During the periods ended April 30, 2008 and 2007 and the interim period from May 1, 2008 through the date of dismissal, the registrant did not have any disagreements with George Stewart, CPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of George Stewart, CPA, would have caused him to make a reference to the subject matter of the disagreements in connection with its reports. Prior to engaging Cinammon Jang Willoughby & Company, Chartered Accountants , the registrant had not consulted Cinammon Jang Willoughby & Company, Chartered Accountants , regarding the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the registrant's financial statements. There was no controversy involved in this change. As previously reported, Gray Creek Mining, Inc. entered into an agreement which resulted in a change of control. The new company is using its auditors as stated above. ITEM 5.03 CHANGE IN FISCAL YEAR The Issuer is changing its Fiscal Year End Date from April 30 to March 31 effective immediately. ITEM 9.01 EXHIBITS Exhibit 16 George Stewart, CPA letter SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 8, 2008 BWI Holdings, Inc. By: /s/ Jim Can --------------------------------- Jim Can Chief Executive Officer EX-16 3 ex16.txt LETTER FROM GEORGE STEWART, CPA Exhibit 16 GEORGE STEWART, CPA 2301 SOUTH JACKSON STREET, SUITE 101-G SEATTLE, WASHINGTON 98144 (206) 328-8554 FAX (206) 328-0383 December 8, 2008 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: I have read and agree with the comments in Item 4.01 of Form 8-K/A of BWI Holdings, Inc., formerly known as Gray Creek Mining, Inc., dated December 1, 2008. Sincerely, /s/ George Stewart, CPA - ------------------------------- George Stewart, CPA CORRESP 4 filename4.txt [LETTERHEAD OF THE BUSINESS LAW GROUP] December 8, 2008 Ms. Jenifer Gallagher U. S. Securities & Exchange Commission Division of Corporate Finance Mail Stop 7010 100 F Street N.E. Washington, D.C. 20549-7010 Re: BWI Holdings, Inc. (formerly Gray Creek Mining, Inc.) Amendment No. 1 to Form 8-K Filed December 3, 2008 File No. 333-145471 Dear Ms. Gallagher: We submit this letter to you on behalf of BWI Holdings, Inc. (the "Company") in connection with your December 4, 2008 letter pertaining to the above referenced document. We have carefully reviewed your comments and attempted to address fully each one in the Form 8-K pre-effective amendment. This letter keys our responses to your comments in the order they were received. Form 8-K, Filed December 3, 2008 1. Please amend your Form 8-K to state whether your former accountant resigned, declined to stand for re-election or was dismissed as of December 1, 2008. Indicate whether the decision to change accountants was recommended or approved by your board of directors. The Amended Form 8-K addresses these concerns. 2. Please amend your Form 8-K to disclose whether your former accountant's report on your financial statements for the past two fiscal years contained an adverse opinion, disclaimer of opinion, or was qualified or modified as to uncertainty in audit scope or accounting principles and, if so, describe the nature of each adverse opinion, disclaimer of opinion, modification or qualification. The Amended Form 8-K addresses these concerns. 3. Please state whether, during your two most recent fiscal years through December 1, 2008, you had any disagreements with your former accountant on any matter of accounting principle or practice, financial statement disclosure or auditing scope or procedure as required by Item 304(a)(1)(iv) of Regulation S-K. The Amended Form 8-K addresses these concerns. Ms. Jenifer Gallagher U. S. Securities & Exchange Commission December 8, 2008 4. Please amend your Form 8-K to include Exhibit 16, the letter from your former accountant as required by Item 304(a)(3) of Regulation S-K. The letter has been attached as Exhibit 16. The Company fully realizes it is responsible for the adequacy and accuracy of the disclosure in the above filing. The Company acknowledges that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to this filing and the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We very much appreciate your guidance and sincerely hope that the revised document adequately addresses your concerns. Should you have any questions or comments, please feel free to call J. Bennett Grocock, Esq. at (407) 992-1101. Very Truly Yours, /s/ J. Bennett Grocock --------------------------------- J. Bennett Grocock The Business Law Group cc: BWI Holdings, Inc. -----END PRIVACY-ENHANCED MESSAGE-----