As Filed With the Securities and Exchange Commission on November 6, 2007

Registration No. 333-145471
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Amendment No. 2

GRAY CREEK MINING INC.
(Exact name of Registrant as specified in its charter)

NEVADA 1000 Applied For
(State or other jurisdiction of (Standard Industrial (IRS Employer
incorporation or organization) Classification) ID Number)

GRAY CREEK MINING INC.
Alan J. Cox, President
313 - 6688 Willington Ave.
Burnaby, British Columbia,
Canada V5H 2V8
(Name and address of principal executive offices)

(604) 434-8539 (604) 839-9290
Registrant's telephone number Registrant's fax number

Val-U-Corp Services, Inc.
1802 N. Carson Street, Suite 212
Carson City, NV 89701
(Name and Address of Agent for Service)

Approximate date of commencement of proposed sale to the public: As soon as
practicable, after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following. [ ]

CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (1) Price (2) Fee (3)
- --------------------------------------------------------------------------------
Common Stock 22,500 $0.01 $22,500 $0.69
================================================================================
(1) Based on the last sales price on October 14, 2006.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
(3) Registration Fee has been paid via Fedwire.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================

SUBJECT TO COMPLETION

PROSPECTUS

GRAY CREEK MINING INC.
2,250,000 SHARES OF COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus.

Our common stock is presently not traded on any market or securities exchange.

The purchase of the securities offered through this prospectus involves a high
degree of risk. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 5-7.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

The selling shareholders will sell our shares at $0.01 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price based
upon the price of the last sale of our common stock to investors.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The Date of This Prospectus is: ____________, 2007

Table of Contents
Page
----
Summary .................................................................... 4
Risk Factors ............................................................... 5
- If we do not obtain additional financing, our business will
fail ............................................................. 5
- Because we have not commenced business operations, we face
a high risk of business failure .................................. 5
- Because of the speculative nature of exploration of mining
properties, there is substantial risk that our business
will fail ........................................................ 6
- We need to continue as a going concern if our business is
to succeed Our independent auditor has raised doubt about
our ability to continue as a going concern ....................... 6
- Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or
damages as we conduct our business ............................... 6
- Even if we discover commercial reserves of precious metals
on the Swakum Mountain property, we may not be able to
successfully commence commercial production ...................... 6
- Because our president and secretary have other business
interests, they may not be able or willing to devote a
sufficient amount of time to our business operations,
causing our business to fail ..................................... 6
- Because our management has only limited experience in
mineral exploration, our business has a higher risk of
failure .......................................................... 7
- If a market for our common stock does not develop,
shareholders may be unable to sell their shares .................. 7
- A purchaser is purchasing penny stock which limits the sell
the ability to stock ............................................. 7
Forward-Looking Statements ................................................. 7
Use of Proceeds ............................................................ 8
Determination of Offering Price ............................................ 8
Dilution ................................................................... 8
Selling Shareholders ....................................................... 8
Plan of Distribution ....................................................... 10
Legal Proceedings .......................................................... 12
Directors, Executive Officers, Promoters and Control Persons ............... 12
Biographical Information ................................................... 12
Term of Office ............................................................. 13
Significant Employees ...................................................... 13
Conflicts of Interest ...................................................... 13
Security Ownership of Certain Beneficial Owners and Management ............. 13
Description of Securities .................................................. 14
Interest of Named Experts and Counsel ...................................... 15
Disclosure of Commission Position of Indemnification for Securities
Act Liabilities ........................................................... 15
Organization Within Last Five Years ........................................ 15
Description of Business .................................................... 16
Description, Location and Access ........................................... 16
Swakum Mountain Property Staking and Purchase Agreement .................... 17
Exploration History ........................................................ 17
Geological Assessment: Report Property ..................................... 18
Conclusions ................................................................ 18
Proposed Budget for Phase One .............................................. 18
Compliance with Government Regulation ...................................... 19
Employees .................................................................. 20

Research and Development Expenditures ...................................... 20
Subsidiaries ............................................................... 20
Patents and Trademarks ..................................................... 20
Reports to Security Holders ................................................ 20
Plan of Operations ......................................................... 21
Results of Operations For Period Ending July 31, 1007 ...................... 21
Description of Property .................................................... 22
Certain Relationships and Related Transactions ............................. 22
Market for Common Equity and Related Stockholder Matters ................... 22
No Public Market for Common Stock .......................................... 22
Stock Holders of Our Common Shares ......................................... 22
Rule 144 Shares ............................................................ 23
Registration Rights ........................................................ 23
Dividends .................................................................. 23
Executive Compensation ..................................................... 23
Summary Compensation ....................................................... 23
Annual Compensation Table .................................................. 24
Stock Option Grants ........................................................ 24
Consulting Agreements ...................................................... 24
Changes in and Disagreements with Accountants .............................. 24
Financial Statements ....................................................... 25

SUMMARY

PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.

We intend to be in the business of mineral property exploration. To date, we
have not conducted any exploration on our sole mineral property, the Swakum
Mountain property, located in British Columbia, Canada. We have a 100% interest,
held in trust by David Heyman, in three mineral claims comprising the Swakum
Mountain property. We purchased these claims from David Heyman of Langley,
British Columbia for a cash payment of $8,000.

Our objective is to conduct mineral exploration activities on the Swakum
Mountain property in order to assess whether it possesses economic reserves of
gold and silver. We have not yet identified any economic mineralization on the
property. Our proposed exploration program is designed to search for an economic
mineral deposit.

There is currently no public market for our common stock and no certainty that a
market will develop. If no market is ever developed for our shares, it will be
difficult for shareholders to sell their stock. In such a case, shareholders may
find that they are unable to achieve benefits from their investment.

We were incorporated on August 10, 2006 under the laws of the state of Nevada.
Our principal offices are located at 6688 Willingdon Avenue, suite 313, Burnaby,
British Columbia, Canada. Our telephone number is (604) 434-8539.

THE OFFERING:

Securities Being Offered Up to 2,250,000 shares of common stock.

Offering Price The selling shareholders will sell the shares at
$0.01 per share until our shares are quoted on the
OTC Bulletin Board, and thereafter at prevailing
market prices or privately negotiated prices. We
determined this offering price based upon the
price of the last sale of our common stock to
investors.

Terms Of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in
this prospectus.

Termination Of the Offering The offering will conclude when all of the
2,250,000 shares of common stock have been sold,
the shares no longer need to be registered to be
sold or we decide to terminate the registration of
the shares.

Securities Issued 5,250,000 shares of our common stock are issued
and outstanding as of the date of this prospectus.
All of the common stock to be sold under this
prospectus will be sold by existing shareholders.

Use Of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.

SUMMARY FINANCIAL INFORMATION

Balance Sheet July 31, 2007
------------- -------------
Cash $10,704
Total Assets $18,704
Liabilities $ 0
Total Stockholders' Equity $18,704

STATEMENT OF LOSS AND DEFICIT

From Incorporation on
August 10, 2006 to
July 31, 2007
-------------
Revenue $ 0
Net Loss $ 6,796

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

As of July 31, 2007, we had cash in the amount of $10,704. We currently do not
have any operations and we have no income. As well, we will not receive any
funds from this registration.

Our business plan calls for significant expenses in connection with the
exploration of the Swakum Mountain property. While we have sufficient funds to
conduct the initial exploration on the property, estimated to cost $8,500, we
may require additional financing in order to determine whether the property
contains economic mineralization. We will also require additional financing if
the costs of the exploration of the Swakum Mountain property are greater than
anticipated.

We will require additional financing to sustain our business operations if we
are not successful in earning revenues once exploration is complete. We do not
currently have any arrangements for financing and may not be able to find such
financing if required. Obtaining additional financing would be subject to a
number of factors, including the market price for gold and silver, and investor
acceptance of our property and general market conditions. These factors may make
the timing, amount, terms or conditions of additional financing unavailable to
us.

The most likely source of future funds presently available to us is through the
sale of equity capital. Any sale of share capital will result in dilution to
existing shareholders. The only other anticipated alternative for the financing
of further exploration would be our sale of a partial interest in the Swakum
Mountain property to a third party in exchange for cash or exploration
expenditures, which is not presently contemplated.

BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.

We have not yet commenced exploration on the Swakum Mountain property.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful. We were incorporated on August 10, 2006 and to date have been
involved primarily in organizational activities and the acquisition of our
mineral property. We have not earned any revenues as of the date of this
prospectus. Potential investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.

Prior to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate significant revenues from development of the Swakum
Mountain property and the production of minerals from the claims, we will not be
able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail. If we determine that
the Swakum Mountain property does not contain any reserves and that we are
unable to complete our business plan with respect to the claims, we intend to
acquire an interest or interests in additional mineral claims for exploration
purposes. Additional acquisitions will depend upon our ability to raise
additional funding through our sale of common stock.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for valuable minerals as a business is extremely risky. The
likelihood of our mineral claims containing economic mineralization or reserves
is extremely remote. Exploration for minerals is a speculative venture
necessarily involving substantial risk. In all probability, the Swakum Mountain
property does not contain any reserves and funds that we spend on exploration
will be lost. As well, problems such as unusual or unexpected formations and
other conditions are involved in mineral exploration and often result in
unsuccessful exploration efforts. In such a case, we would be unable to complete
our business plan.

WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. OUR
INDEPENDENT AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.

The Independent Auditor's Report to our audited financial statements for the
period ended April 30, 2007 indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going concern. Such
factors identified in the report are that we have no source of revenue and our
dependence upon obtaining adequate financing. If we are not able to continue as
a going concern, it is likely investors will lose all of their investment.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE SWAKUM
MOUNTAIN PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL
PRODUCTION.

The Swakum Mountain property does not contain any known bodies of
mineralization. If our exploration programs are successful in establishing gold
and silver of commercial tonnage and grade, we will require additional funds in
order to place the property into commercial production. We may not be able to
obtain such financing.

BECAUSE OUR PRESIDENT AND SECRETARY HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Our president, Mr. Alan J. Cox spends approximately 30% his business time
providing his services to us. Our secretary and treasurer, Mr. Todd Halfnight
spends only about 25% of his business time providing his services to us. While
Mr. Cox and Mr. Halfnight presently possess adequate time to attend to our
interests, it is possible that the demands on Mr. Cox and Mr. Halfnight from
their other obligations could increase with the result that they would no longer
be able to devote sufficient time to the management of our business.

BECAUSE MANAGEMENT HAS ONLY LIMITED EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.

None of our directors has any technical training in the field of geology and
specifically in the areas of exploring for, starting and operating a mine. As a
result, we may not be able to recognize and take advantage of potential
acquisition and exploration opportunities in the sector without the aid of
qualified geological consultants. As well, with no direct training or
experience, our management may not be fully aware of the specific requirements
related to working in this industry. Their decisions and choices may not be well
thought out and our operations, earnings and ultimate financial success may
suffer irreparable harm as a result.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is currently no market for our common stock and no certainty that a market
will develop. We currently plan to apply for listing of our common stock on the
over the counter bulletin board upon the effectiveness of the registration
statement, of which this prospectus forms a part. Our shares may never trade on
the bulletin board.
If no market is ever developed for our shares, it will be difficult for
shareholders to sell their stock. In such a case, shareholders may find that
they are unable to achieve benefits from their investment.

A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.

The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, thus limiting investment liquidity. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.

Please refer to the "Plan of Distribution" section for a more detailed
discussion of penny stock and related broker-dealer restrictions.

FORWARD-LOOKING STATEMENTS

This prospectus 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 may differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in the "Risk Factors" section and elsewhere in this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.

DETERMINATION OF OFFERING PRICE

The selling shareholders will sell the shares at $0.01 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price, based
upon the price of the last sale of our common stock to investors.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.

SELLING SHAREHOLDERS

The selling shareholders named in this prospectus are offering all of the
2,250,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
under Regulation S of the Securities Act of 1933. The offering was completed on
October 14, 2006;

The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:

1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.

Total Shares
Total Number of Owned Upon Percent
Name of Selling Shares Owned Shares To Be Completion Upon
Owned Stockholder Prior To This Offered For Selling Of This Of This
Completion Offering Offering Shareholders Account Offering Offering
------------------- -------- -------------------- -------- --------

Alexis Phillips 100,000 100,000 Nil Nil
16380 Jacobson Road
Crawford Bay, BC

Sheida Madadi Kahkesh 100,000 100,000 Nil Nil
521 Foster Avenue, Suite 604
Coquitlam, BC V3J 2L5

Colleen Vogt 100,000 100,000 Nil Nil
7063 McKay Avenue
Burnaby, BC V5J 3S3

Gail Schumann 100,000 100,000 Nil Nil
6656 Lambert Cres
Delta, BC V4E 1R8

William Hopping 100,000 100,000 Nil Nil
1000 Brunette Avenue, Suite 310
Coquitlam, BC V3K 1E3

Janice Mullin 100,000 100,000 Nil Nil
7092 McKay Avenue
Burnaby, BC

Elipio Orme 50,000 50,000 Nil Nil
1166 Melville Street, Suite 1501
Vancouver, BC V6E 4P5

Sarda Patel 50,000 50,000 Nil Nil
7763 Goodlad Street
Burnaby, BC V5E 2H7

Rebecca Godin 50,000 50,000 Nil Nil
1166 Melville Street, Suite 1501
Vancouver, BC V6E 4P5

Brent Zaluski 100,000 100,000 Nil Nil
2949 Laurel Street
Vancouver, BC V5Z 3T4

Penny Fiddick 100,000 100,000 Nil Nil
14724 110A Avenue
Surrey, BC V3R 2B7

Trisha Takahashi 100,000 100,000 Nil Nil
6528 Denbigh Avenue, Suite 51
Burnaby, BC V5H 3R8

William Chapman 100,000 100,000 Nil Nil
336 E. 1st Avenue, Suite 102
Vancouver, BC V5T 4R6

Alan Rendle 100,000 100,000 Nil Nil
4365 Faithwood Road
Victoria, BC V8X 4Y6

Kathy Warren 100,000 100,000 Nil Nil
4322 Greta Street
Burnaby, BC V5J 1N8

Julia Parente 100,000 100,000 Nil Nil
1026 Queens Avenue, Suite 703
New Westminster, BC V3M 6B2

Wayne Smith 50,000 50,000 Nil Nil
24168 - 116 Avenue
Maple Ridge, BC

Leslie Jones 50,000 50,000 Nil Nil
24168 - 116 Avenue
Maple Ridge, BC

Michelle Moss 50,000 50,000 Nil Nil
15151 Anderson Road
Gray Creek, BC V0B 1S0

Diane Trudel Heinze 50,000 50,000 Nil Nil
16327 Cedar Road
Crawford Bay, BC V0B 1E0

Galadriel Rael 50,000 50,000 Nil Nil
16357 Hwy. 3A
Crawford Bay, BC

Sam Galpin 50,000 50,000 Nil Nil
1026 Queens Avenue, Suite 703
New Westminster, BC V3M 6B2

Lea Belcourt 50,000 50,000 Nil Nil
16345 Cedar Road
Crawford Bay, BC

Elisa Shaw 50,000 50,000 Nil Nil
1240 E. 12th Avenue
Vancouver, BC

Giulio Santarelli 50,000 50,000 Nil Nil
1007 Winslow Avenue
Coquitlam, BC V3J 2E9

Robert Marcheterre 50,000 50,000 Nil Nil
15293 Hwy 3A
Gray Creek, BC V0B 1S0

Peter Choat 50,000 50,000 Nil Nil
Box 179
Tahsis, BC V0P 1X0

Peter Larsen 50,000 50,000 Nil Nil
1533 Eastman Avenue
Riondel, BC V0B 2B0

Bob Carter 100,000 100,000 Nil Nil
16305 Waverly Road
Crawford Bay, BC

Sabine Boker 100,000 100,000 Nil Nil
16670 Crawford Creek Road
Crawford Bay, BC V0B 1E0

The named party beneficially owns and has sole voting and investment over all
shares or rights to these shares. The numbers in this table assume that none of
the selling shareholders sells shares of common stock not being offered in this
prospectus or purchases additional shares of common stock, and assumes that all
shares offered are sold. The percentages are based on 5,250,000 shares of common
stock outstanding on the date of this prospectus.

None of the selling shareholders:

(1) has had a material relationship with us other than as a shareholder at
any time within the past three years;
(2) has ever been one of our officers or directors; or
(3) has the right to acquire any shares with sixty days from options,
warrants, rights, conversion privileges, or similar obligations.

PLAN OF DISTRIBUTION

The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions.

The selling shareholders will sell our shares at $0.01 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily based upon the price of the last sale of our common stock to
investors. The shares may also be sold in compliance with the Securities and
Exchange Commission's Rule 144.

The selling shareholders may also sell their shares directly to market makers
acting as principals, brokers or dealers, who may act as agent or acquire the
common stock as principal. Any broker or dealer participating in such
transactions as agent, may receive a commission from the selling shareholders,
or, if they act as agent for the purchaser of such common stock, from such
purchaser. The selling shareholders will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with the selling
shareholders to sell a specified number of shares at a stipulated price per
share and, to the extent such broker or dealer is unable to do so while acting
as agent for the selling shareholders, to purchase, as principal, any unsold
shares at the price required to fulfill the respective broker's or dealer's
commitment to the selling shareholders.

Brokers or dealers who acquire shares as principals may thereafter resell such
shares from time to time in transactions in a market or on an exchange, in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale or at negotiated prices, and in connection with such re-sales may pay or
receive commissions to or from the purchasers of such shares. These transactions
may involve cross and block transactions that may involve sales to and through
other brokers or dealers. If applicable, the selling shareholders may distribute
shares to one or more of their partners who are unaffiliated with us. Such
partners may, in turn, distribute such shares as described above. We can provide
no assurance that all or any of the common stock offered will be sold by the
selling shareholders.

We are bearing all costs relating to the registration of the common stock. The
selling shareholders, however, will pay any commissions or other fees payable to
brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act
and the Exchange Act in the offer and sale of the common stock. In particular,
during such times as the selling shareholders may be deemed to be engaged in a
distribution of the common stock, and therefore be considered to be an
underwriter, they must comply with applicable law and may, among other things:

1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Exchange Act.

The Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which:

* contains a description of the nature and level of risk in the market
for penny stocks in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties;
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the significance
of the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on disciplinary
actions;
* defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
* contains such other information and is in such form (including
language, type, size, and format) as the Commission shall require by
rule or regulation;

The broker-dealer also must provide, prior to proceeding with any transaction in
a penny stock, the customer:

* with bid and offer quotations for the penny stock;
* details of the compensation of the broker-dealer and its salesperson
in the transaction;
* the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
* monthly account statements showing the market value of each penny
stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is Val-U-Corp Services, Inc., 1802 N Carson St Suite 212,
Carson City, NV 89701

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:

DIRECTORS:

Name of Director Age
- ---------------- ---
Alan J. Cox 45
Todd Halfnight 45

EXECUTIVE OFFICERS:

Name of Officer Age Office
- --------------- --- ------

Alan J. Cox 45 President, Chief Executive Officer, and Director
Todd Halfnight 45 Treasurer, Secretary and Director

BIOGRAPHICAL INFORMATION

Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.

MR. ALAN J. COX has acted as our President, C.E.O., Treasurer, Secretary and
director since our incorporation on August 10, 2006 to January 2, 2007. Since
January 2, 2007, Mr. Cox has acted as our President, C.E.O., C.F.O. and
director. Since 1997, Mr. Cox has been self employed in building and life safety
field, specializing in fire detection and signaling systems as an electrical
installer and system designer, on a contract basis. Mr. Cox has several years
personal investment experience focusing on Canadian mining resource stocks
especially involved in the area of precious metal, base metals, diamonds, and
oil sands.

Mr. Cox intends to devote 30% of his business time to our affairs

MR. TODD HALFNIGHT has acted as our Treasurer, Secretary, and as a director
since January 2, 2007. Since 2004, he has been a member of a School Planning
Council in Nelson, British Columbia. Mr. Halfnight's duties included organizing
community support and secured funding for arts and athletic facilities conjoined
to a new school project. Since 2004 to 2006, Mr. Halfnight was also a director
of a Community Facilities Committee in Nelson, British Columbia, where he
organized community support and secured funding for arts and athletic facilities
conjoined to a new school project. Since 1993 to 2007, Mr. Halfnight was an
owner of Starbelly Metal Arts involved in designing and manufacturing unique,
sculptural and functional furnishings and architectural features for custom
local markets and for national distribution.

Mr. Halfnight intends to devote 25% of his business time to our affairs.

TERM OF OFFICE

Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.

SIGNIFICANT EMPLOYEES

We have no significant employees other than the officers and directors described
above.

CONFLICTS OF INTEREST

We do not have any written procedures in place to address conflicts of interest
that may arise in our directors between our business and their other business
activities.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.

Name and address Amount of Percent of
Title of Class of beneficial owner beneficial ownership ownership
- -------------- ------------------- -------------------- ---------

Common Stock Alan J. Cox 2,000,000 38.10%
President, Chief Executive Officer
and Director
6688 Willingdon Avenue,
Burnaby, BC, Canada

Common Stock Todd Halfnight
Secretary, Treasurer 1,000,000 19.05%
PO Box 39
Crawford, BC, Canada

Common Stock All officers and directors as a group
that consists of two people 3,000,000 57.15%

The percent of class is based on 5,250,000 shares of common stock issued and
outstanding as of the date of this prospectus.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.

COMMON STOCK

As of the date of this prospectus, there were 5,250,000 shares of our common
stock issued and outstanding held by 32 stockholders of record.

Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Two persons present and being, or representing by proxy, shareholders
are necessary to constitute a quorum at any meeting of our stockholders. A vote
by the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.

PREFERRED STOCK

We do not have an authorized class of preferred stock.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

SHARE PURCHASE WARRANTS

We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.

OPTIONS

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant.
Nor was any such person connected with the registrant as a promoter, managing
or principal underwriter, voting trustee, director, officer, or employee.

Dennis H. Johnston, Esq. has provided an opinion on the valid issuance of our
common stock.

The financial statements included in this prospectus and the registration
statement have been audited by George Stewart, Certified Public Accountant to
the extent and for the periods set forth in their report appearing elsewhere in
this document and in the registration statement filed with the SEC, and are
included in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

Our directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. These provisions provide that we shall indemnify a
director or former director against all expenses incurred by him by reason of
him acting in that position. The directors may also cause us to indemnify an
officer, employee or agent in the same fashion.

We have been advised that in the opinion of the Securities and Exchange
Commission indemnification for liabilities arising under the Securities Act is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court's decision.

ORGANIZATION WITHIN LAST FIVE YEARS

We were incorporated on August 10, 2006 under the laws of the state of Nevada.
On that date, Alan J. Cox was appointed as President, Secretary, Treasurer,
Chief Executive Officer, and director. On January 2, 2007 Mr. Cox resigned as
Secretary and Treasurer and Todd Halfnight was appointed as our Secretary and
Treasurer, and also as a director.

No promoter has received, or has an agreement to receive, anything of value,
directly or indirectly, from us.

DESCRIPTION OF BUSINESS

IN GENERAL

We intend to commence operations as an exploration stage company. We will be
engaged in the acquisition and exploration of mineral properties with a view to
exploiting any mineral deposits we discover that demonstrate economic
feasibility. We have a 100% interest, held in trust by David Heyman, in three
mineral claims known as the Swakum Mountain property. There is no assurance that
a commercially viable mineral deposit exists on the property. Further
exploration will be required before a final evaluation as to the economic and
legal feasibility is determined.

Our plan of operation is to conduct exploration work on the Swakum Mountain
property in order to ascertain whether it possesses economic quantities of gold
and silver. There can be no assurance that economic mineral deposits or reserves
exist on the Swakum Mountain property until appropriate exploration work is done
and an economic evaluation based on such work concludes that production of
minerals from the property is economically feasible.

Even if we complete our proposed exploration programs on the Swakum Mountain
property and they are successful in identifying a mineral deposit, we will have
to spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit.

DESCRIPTION, LOCATION AND ACCESS, LOCAL RESOURCES AND INFRASTRUCTURE

The project area lies within the Thompson Plateau physiographic division of the
southern interior of B.C. in moderately rolling terrain between elevations of
1,200 and 1,700 meters above sea level. Access is via the Coquihalla Highway to
a point about 20 km north of Merritt and from there via forest roads which lead
west from the highway to the property area. An alternative route is the forest
road leading north from Nicola along Shuta Creek.

The property lies within the Interior Plateau climate zone, a region where mean
temperatures range between -5 to -15 degrees Celsius in the winter and from 20
to 30 degrees Celsius in the summer months. Total monthly precipitation varies
from a low of about 20mm during March, the driest month, to over 50 mm in July.
Snow may be expected from October through March with between 40 and 50 cm
occurring in each of December and January. The area is drained by a complex
system of intermittent streams flowing north and east to Clapperton Creek and
south to Shuta Creek - both tributaries of the Nicola River. Forest cover
consists mainly of pine with minor deciduous groves in drainage areas.

There is no plant or equipment on the property.

The nearest community with some basic services is Merritt. The City of Merritt
is a regional population centre with some services and amenities for industrial,
educational and leisure activities.

Water required for exploration and development of the claim is available from
several creeks and fresh water lakes located in the area.

SWAKUM MOUNTAIN PROPERTY STAKING AND PURCHASE AGREEMENT

On November 29, 2006, we entered into an agreement with Mr. David Heyman of
Langley, British Columbia, whereby he agreed stake and sell to us one mineral
claim located approximately 17 kilometers north of Merritt, British Columbia in
an area having the potential to contain gold and silver mineralization or
deposits. In order to acquire a 100% interest in these claims, we paid $8,000 to
Mr. Heyman.

REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE

Title to the property has already been granted to the company. The claim was
staked using the British Columbia Mineral Titles Online computer Internet
system. All claims staked in British Columbia require $0.40 per hectare worth of
assessment work to be undertaken in year 1 through 3, followed by $0.80 per
hectare per year thereafter. In order to retain title to the property
exploration work costs must be recorded and filed with the British Columbia
Department of Energy Mines and Petroleum Resources ("BCDM"). The BCDM charges a
filing fee, equal to 10% of the value of the work recorded, to record the work.

EXPLORATION HISTORY

Early interest in the Swakum Mountain area dates to the late 19th century with
the staking of the Peacock Group by Mr. Thomas Hunter. In 1916, copper, gold and
silver mineralization was discovered on what later became the Lucky Mike,
Alameada, Thelma, Sunchine, Lee, Lo and other claims. In the following few years
a number of additional prospects were discovered in the area and limited tests
shipments were made from several properties including the Lucky Mike (also known
as the Last Chance), Thelma and Alameada (also referred to as the Alameda).

[MAP SHOWING THE PROPERTY LOCATION]

GEOLOGICAL ASSESSMENT REPORT: SWAKUM MOUNTAIN PROPERTY

We have obtained a geological summary report on the Swakum Mountain property
that was prepared by T.L. Saddlier-Brown, P. Geo., a member of the Association
of Professional Engineers and Geoscientists of British Columbia. He holds a
Bachelor of Science degree in geology. The report discusses the geology of the
area surrounding and particular to the Swakum Mountain property, and makes a
recommendation for further exploration work.

CONCLUSIONS

T.L. Sadlier-Brown, the author of the geological report on the Swakum Mountain
property, concludes that Swakum Moutain property presents a new opportunity for
the application of modern exploration methods in the area and, accordingly, a
multi disciplinary exploration program is considered to be warranted.

An estimate of the cost of the proposed initial review and field examination is
US$8,500. Provision of an additional budget of US$80,000 is recommended for the
contingent exploration work that would be required to complete in-fill survey
work over the property. Costs are summarized in following Table.

COST PROPOSAL (IN U.S. FUNDS)

PHASE I
Data acquisition and review, map proparation & interpretation $ 3,500
Field examination: $ 3,200
Geochemical analyses & assays (rock & soil) $ 400
Travel and field expenses $ 600
Planning and supervision $ 800
-------
Sub-total $ 8,500
-------

PHASE II
Geology & supervision $11,000
Provision for geochemical survey (including analyses & LOA) $25,000
Provision for geophysical surveys (including LOA) $24,500
Miscellneous Travel and field expenses $ 5,000
Data evaluation, interpretation and report preparation $ 4,500
Contingency allowance (15%) $10,000
-------
Sub-total $80,000
-------
GRAND TOTAL $88,500
=======

COMPETITION

We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claim.
Readily available commodities markets exist in Canada and around the world for
the sale of minerals. Therefore, we will likely be able to sell any minerals
that we are able to recover.

We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. If we are unsuccessful in securing the products, equipment
and services we need we may have to suspend our exploration plans until we are
able to do so.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in the Province of British Columbia, specifically. The
governmental agencies responsible for overseeing the exploration of minerals in
Canada are primarily the Ministry of Natural Resources Canada and the Ministry
of the Environment. In British Columbia, the responsible government agency is
the Ministry of Energy, Mines and Petroleum Resources.

Under these laws, prior to production, we have the right to explore the
property, subject only to a notice of work which may entail posting a bond. In
addition, production of minerals in the Province of British Columbia will
require prior approval of applicable governmental regulatory agencies. We can
provide no assurance to investors that such approvals will be obtained. The cost
and delay involved in attempting to obtain such approvals cannot be known at
this time.

We have budgeted for regulatory compliance costs in the proposed work program
recommended by the geological report. Such costs will be less than $500 and will
consist of having any significant soil or rock that is moved during the
exploration process returned to its original location. Soil and rock movement
during proposed exploration is anticipated to be negligible.

We will have to sustain the cost of reclamation and environmental mediation for
all exploration (and development) work undertaken. The amount of these costs is
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the recommended work program.
However, it is anticipated that such costs will not exceed $5,000 for future
exploration phases. Because there is presently no information on the size,
tenor, or quality of any resource or reserve at this time, it is impossible to
assess the impact of any capital expenditures on earnings, our competitive
position or us in the event a potentially economic deposit is discovered.

If we enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in phase one and phase two because the
impact on the project area is greater. Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment. Examples of regulatory requirements
include:

- Water discharge will have to meet water standards;
- Dust generation will have to be minimal or otherwise re-mediated;
- Dumping of material on the surface will have to be re-contoured and
re-vegetated;

- An assessment of all material to be left on the surface will need to
be environmentally benign;
- Ground water will have to be monitored for any potential contaminants;
- The socio-economic impact of the project will have to be evaluated and
if deemed negative, will have to be re-mediated; and
- There will have to be an impact report of the work on the local fauna
and flora.

During the exploration phase, a bond will need to be provided covering possible
land disturbance. In the case of normal fieldwork, this should be minimal. The
costs of compliance with environmental regulations in the production phase are
variable and cannot be determined at this time.

EMPLOYEES

We have no employees as of the date of this prospectus other than our two
officers.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any other research or development expenditures since our
incorporation.

SUBSIDIARIES

We do not have any subsidiaries.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or trademarks.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for our
products or services.

REPORTS TO SECURITY HOLDERS

Although we are not required to deliver a copy of our annual report to our
security holders, we will voluntarily send a copy of our annual report,
including audited financial statements, to any registered shareholder who
requests it. We will not be a reporting issuer with the Securities & Exchange
Commission until our registration statement on Form SB-2 is declared effective.

We have filed a registration statement on form SB-2 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F Street, N.W., Washington, D.C. 20549. Please

call the Commission at 1-800-SEC-0330 for further information on the operation
of the public reference rooms. The Securities and Exchange Commission also
maintains a web site at http://www.sec.gov that contains reports, proxy
statements and information regarding registrants that file electronically with
the Commission. Our registration statement and the referenced exhibits can also
be found on this site.

MANAGEMENT'S DISCUSSION AND ANALYSIS

PLAN OF OPERATIONS

Our plan of operation for the twelve months following the date of this
prospectus is to complete the recommended exploration program on the Swakum
Mountain property consisting of initial review and field examination. In
addition, geophysical and geochemical surveys will be performed on the property.
And finally, the date will be evaluated, interpreted and prepared in a report.
We anticipate that the program will cost approximately $88,500. To date, we have
not commenced exploration on the Swakum Mountain property.

In the next 12 months, we also anticipate spending an additional $15,000 on
professional fees and administrative expenses, including fees payable in
connection with the filing of this registration statement and complying with
reporting obligations.

Total expenditures over the next 12 months are therefore expected to be
approximately $103,500.

Our cash reserves are not sufficient to meet our obligations for the next
twelve-month period. As a result, we will need to seek additional funding in the
near future. We currently do not have a specific plan of how we will obtain such
funding; however, we anticipate that additional funding will be in the form of
equity financing from the sale of our common stock. We may also seek to obtain
short-term loans from our directors, although no such arrangement has been made.
At this time, we cannot provide investors with any assurance that we will be
able to raise sufficient funding from the sale of our common stock or through a
loan from our directors to meet our obligations over the next twelve months. We
do not have any arrangements in place for any future equity financing.

We do not expect to earn any revenue from operations until we have either
commenced mining operations on the Swakum Mountain property or have sold an
interest in the property to a third party. Before this occurs, we expect that we
will have to complete current recommended exploration on the property, as well
as additional exploration recommended by a geologist.

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the small business issuer's
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.

RESULTS OF OPERATIONS FOR THE PERIOD ENDING JULY 31, 2007

We have not earned any revenues from our incorporation on August 10, 2006 to
July 31, 2007. We do not anticipate earning revenues unless we enter into
commercial production on the Swakum Mountain property, which is doubtful. We
have not commenced the exploration stage of our business and can provide no
assurance that we will discover economic mineralization on the property, or if
such minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $6,796 for the period from our
inception on August 10, 2006 to July 31, 2007. These operating expenses were
comprised of office expense and miscellaneous fees.

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

DESCRIPTION OF PROPERTY

We have a 100% interest, held in trust by David Heyman, in three mineral claims
comprising the Swakum Mountain property. We do not own or lease any property
other than the Swakum Mountain property.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of the following parties has, since our date of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us:

* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our
outstanding shares of common stock;
* Any member of the immediate family of any of the foregoing persons.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

NO PUBLIC MARKET FOR COMMON STOCK

There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize. As well,
there is no assurance that our stock may be resold at the offered price if and
when an active secondary market might develop. Even if developed, a public
market for our securities may not be sustained.

We have not taken any steps to engage a market-marker to apply for quotation on
the OTC Bulletin Board on our behalf. If we are able to engage a market-maker,
we anticipate that it will take approximately two months for our securities to
be quoted on the OTC Bulletin Board following submission of the application.
However, there is no guarantee that our application will be approved. Even if we
obtain an OTC Bulletin Board quotation, there is no assurance that there will be
a liquid market for our stock.

STOCKHOLDERS OF OUR COMMON SHARES

As of the date of this registration statement, we have 32 registered
shareholders.

RULE 144 SHARES

A total of 2,000,000 shares of our common stock are available for resale to the
public after August 30, 2007, and an additional 1,000,000 shares of our common
stock are available for resale to the public after October 5, 2007, in
accordance with the volume and trading limitations of Rule 144 of the Act. In
general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed the
greater of:

1. 1% of the number of shares of our common stock then outstanding which,
in our case, will equal 52,500 shares as of the date of this
prospectus; or
2. the average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on Form 144
with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.

Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold all of
the 3,000,000 shares that may be sold pursuant to Rule 144.

REGISTRATION RIGHTS

We have not granted registration rights to the selling shareholders or to any
other persons.

DIVIDENDS

There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:

1. We would not be able to pay our debts as they become due in the usual
course of business; or
2. Our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.

We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period ended April, 2007 and subsequent to that period to
the date of this prospectus.

ANNUAL COMPENSATION

Restricted
Other Stock Options/ LTIP Other
Name Title Year Salary Bonus Comp. Awarded SARs payouts Comp
---- ----- ---- ------ ----- ----- ------- ---- ------- ----

Alan J. Cox Pres., CEO 2006 $0 0 0 0 0 0 0
& Director 2005 $0 0 0 0 0 0 0

Todd Halfnight Sec., Treas. 2006 $0 0 0 0 0 0 0
& Director 2005 $0 0 0 0 0 0 0

STOCK OPTION GRANTS

We have not granted any stock options to the executive officers since our
inception.

CONSULTING AGREEMENTS

We do not have any employment or consulting agreement with Mr. Halfnight or Mr.
Cox. We do not pay them any amount for acting as an officer or director.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have had no changes in or disagreements with our accountants.

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS:

1. Report of Independent Registered Public Accounting Firm;

2. Audited financial statements for the period ending April 30, 2007, including:

a. Balance Sheets;

b. Statements of Operations;

c. Statements of Cash Flows;

d. Statements of Stockholders' Equity; and

e. Notes to the Financial Statements

3. Unaudited financial statements for the period ending July 31, 2007

GEORGE STEWART, CPA
2301 SOUTH JACKSON STREET, SUITE 101-G
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Gray Creek Mining, Inc.

I have audited the accompanying balance sheet of Gray Creek Mining, Inc. (An
Exploration Stage Company) as of April 30, 2007, and the related statement of
operations, stockholders' equity and cash flows for the year from August 10,
2006 (inception), to April 30, 2007. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Gray Creek Mining, Inc., (An
Exploration Stage Company) as of April 30, 2007, and the results of its
operations and cash flows from August 10, 2006 (inception), to April 30, 2007 in
conformity with generally accepted accounting principles in the United States of
America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 1 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

/s/ George Stewart
- ---------------------------
Seattle, Washington
June 30, 2007

F-1

Gray Creek Mining, Inc.
(An Exploration Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------

As of
April 30,
2007
--------
ASSETS

CURRENT ASSETS
Cash $ 17,326
--------
TOTAL CURRENT ASSETS 17,326

OTHER ASSETS
Mining Land 8,000
--------
TOTAL OTHER ASSETS 8,000
--------

TOTAL ASSETS $ 25,326
========

LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Officers Advances Payable $ 0
--------
TOTAL CURRENT LIABILITIES --
--------
TOTAL LIABILITIES --
--------

STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 5,250,000 shares issued and outstanding
as of April 30, 2007 5,250
Additional paid-in capital 20,250
Deficit accumulated during exploration stage (174)
--------

TOTAL STOCKHOLDERS' EQUITY 25,326

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 25,326
========

See Notes to Financial Statements

F-2

Gray Creek Mining, Inc.
(An Exploration Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------

August 10, 2006
(inception)
through
April 30,
2007
----------

REVENUES
Revenues $ --
----------
TOTAL REVENUES --

GENERAL & ADMINISTRATIVE EXPENSES 174
----------

TOTAL GENERAL & ADMINISTRATIVE EXPENSES (174)
----------
NET INCOME (LOSS) $ (174)
==========

BASIC EARNING (LOSS) PER SHARE $ (0.00)
==========

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,152,644
==========

See Notes to Financial Statements

F-3

Gray Creek Mining, Inc.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From August 10, 2006 (Inception) through April 30, 2007
- --------------------------------------------------------------------------------

Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----

BALANCE, AUGUST 10, 2006 -- $ -- $ -- $ -- $ --

Stock issued for cash on
October 5, 2006
@ $0.001 per share 3,000,000 $ 3,000 3,000

Stock issued for cash on
October 14, 2006
@ $0.01 per share 2,250,000 2,250 20,250 22,500

Net loss, April 30, 2007 (174) (174)
---------- ------- -------- ------- --------

BALANCE, APRIL 30, 2007 5,250,000 $ 5,250 $ 20,250 $ (174) $ 25,326
========== ======= ======== ======= ========

See Notes to Financial Statements

F-4

Gray Creek Mining, Inc.
(An Exploration Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------

August 10, 2006
(Inception)
Through
April 30,
2007
--------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (174)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:

Changes in operating assets and liabilities:
--------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (174)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase Mining Property (8,000)
--------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (8,000)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock $ 5,250
Additional paid-in capital 20,250
--------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 25,500
--------

NET INCREASE (DECREASE) IN CASH 17,326

CASH AT BEGINNING OF PERIOD --
--------

CASH AT END OF YEAR $ 17,326
========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
Interest $ --
--------
Income Taxes $ --
========

See Notes to Financial Statements

F-5

GRAY CREEK MINING, INC.
(An Exploration Stage Company)
Notes to Financial Statements
April 30, 2007
(Stated in U.S. Dollars)
- --------------------------------------------------------------------------------

1. NATURE AND CONTINUANCE OF OPERATIONS

Gray Creek Mining Inc., ("the Company") was incorporated under the laws of the
State of Nevada on August 10, 2006, with an authorized capital of 75,000,000
common shares with a par value of $0.001. The Company's year end is April 30th.
The Company is in the exploration stage of its resource business. During the
year ended April 30, 2007 the Company commenced operations by issuing shares and
acquiring a mineral property located in the Province of British Columbia,
Canada. The Company has not yet determined whether this property contains
reserves that are economically recoverable. The recoverability of costs incurred
for acquisition and exploration of the property will be dependent upon the
discovery of economically recoverable reserves, confirmation of the Company's
interest in the underlying property, the ability of the Company to obtain
necessary financing to satisfy the expenditure requirements under the property
agreement and to complete the development of the property and upon future
profitable production or proceeds for the sale thereof.

These financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $174 as of April 30, 2007 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
present in U.S. dollars.

EXPLORATION STAGE COMPANY

The Company complies with the Financial Accounting Standards Board Statement No.
7, it's characterization of the Company as an exploration stage enterprise.

MINERAL INTERESTS

Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified. To date, the
Company has not established any proven or probable reserves on its mineral
properties. The Company has adopted the provisions of SFAS No. 143 "Accounting
for Asset Retirement Obligations" which establishes standards for the initial
measurement and subsequent accounting for obligations associated with the sale,
abandonment, or other disposal of long -lived tangible assets arising from the
acquisition, construction or development and for normal operations of such
assets. As at April 30, 2007, any potential costs relating to the retirement of
the Company's mineral property has not yet been determined.

F-6

USE OF ESTIMATES AND ASSUMPTIONS

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 during the period. Actual results
could differ from those estimates.

FOREIGN CURRENCY TRANSLATION

The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52 "Foreign Currency
Translation," foreign denominated monetary assets and liabilities are translated
into their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Non monetary assets and liabilities are
translated at the exchange rates prevailing on the transaction date. Revenue and
expenses are translated at average rates of exchange during the year. Gains or
losses resulting from foreign currency transactions are included in results of
operations.

Fair Value of Financial Instruments

The carrying value of cash and accounts payable and accrued liabilities
approximates their fair value because of the short maturity of these
instruments. Unless otherwise noted, it is management's opinion the Company is
not exposed to significant interest currency or credit risks arising from these
financial instruments.

ENVIRONMENT COSTS

Environmental expenditures that relate to current operations are expensed or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations, and which do not contribute to current or future
revenue generation, are expensed. Liabilities are recorded when environmental
assessments and/or remedial efforts are probably, and the cost can be reasonably
estimated. Generally, the timing of these accruals coincides with the earlier of
completion of a feasibility study or the Company's commitments to plan of action
based on the then known facts.

INCOME TAXES

The Company follows the accrual method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on the deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

At April 30, 2007 a full deferred tax asset valuation allowance has been
provided and no deferred tax asset has been recorded.

BASIC AND DILUTED LOSS PER SHARE

The Company computes loss per share in accordance with SFAS No. 128. "Earnings
per Share," which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is
computed by dividing net loss available to common shareholders by the weighted
average number of outstanding common shares during the period. Diluted loss per
share gives effect to all dilutive potential common shares outstanding during
the period. Dilutive loss per share excludes all potential common shares if
their effect is anti-dilutive.

The Company has no potential dilutive instruments and, accordingly, basic loss
and diluted loss per share are equal.

F-7

STOCK BASED COMPENSATION

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payments," which
replaced SFAS No. 123, "Accounting for Stock-Based Compensation" and superseded
APB Opinion No. 25, "Accounting for Stock Issued to Employees." In January 2005,
the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin
("SAB") No. 107, "Share-Based Payment," which provides supplemental
implementation guidance for SFAS No. 123R SFAS No. 123R requires all share based
payments to employees , including grants of employee stock options, to be
recognized in the financial statements based on the grant date fair value of the
award. SFAS No. 123R was to be effective for interim or annual reporting periods
beginning on or after June 15, 2005, but in April 2005, the SEC issued a rule
that will permit most registrants to implement SFAS No. 123R at the beginning of
their next fiscal year, instead of the next reporting period as required by SFAS
No. 123R. The pro0forma disclosures previously permitted under SFAS No. 123R no
longer will be an alternative to financial statement recognition. Under SFAS No.
123R, the Company must determine the appropriate fair value model to be used for
valuing share-based payments, the amortization method for compensation costs and
the transition method to be used at date of adoption.

The transition methods include prospective and retroactive adoption options.
Under the retroactive options, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The prospective
method requires that compensation expense be recorded for all unvested stock
options and restricted stock at the beginning of the first quarter of adoption
of SFAS No. 123R, while the retroactive methods would record compensation
expense for all unvested stock options and restricted stock beginning with the
first period restated. The Company adopted the modified prospective approach of
SFAS No 123R for the year ended August 31, 2006. The Company did not record any
compensation expense for the year ended April 30, 2007 because there were no
stock options outstanding prior to the adoption or at April 30, 2007.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements NO 133 and 140," to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
Impairment of Disposal of Long-Lived Assets," to allow a qualifying special
purpose entity to hold a derivative financial instrument that pertains to a
beneficial interest other than another than another derivative financial
instrument. SFAS No. 155 applies to all financial instruments acquired or issued
after the beginning of an entity's first fiscal year that begins after September
15, 2006, with earlier application allowed. This standard is not expected to
have a significant effect on the Company's future reported financial position or
results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets," and amendment of FASB Statement NO. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities."
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The Subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. This adoption of t his statement is not
expected t to have a significant effect on the Company's future report financial
position or results of operations.

F-8

3. COMMON STOCK

The total number of common shares authorized that my be issued by the Company is
75,000,000 shares with a par value of one tenth of one cent ($0.001) per share
and no other class of shares is authorized.

During the year ended April 30, 2007, the company issued 5,250,000 shares of
common stock for total cash proceeds of $25,500. At April 30, 2007, there were
no outstanding stock options or warrants.

4. MINERAL INTERESTS

On November 29, 2006, the Company entered into a purchase and sale agreement to
acquire a 100% interest in one mineral claim located in the mining division
approximately 17 kilometers north of Merritt, British Columbia, Canada for a
total consideration of $8,000.

The mineral interest is held in trust for the Company by the vendor of the
property. Upon request from the Company, the title will be recorded in the name
of the Company with the appropriate mining recorder.

5. INCOME TAXES

As of April 30, 2007, the Company had a net operating loss carry forwards of
approximately $174 that may be available to reduce future years' taxable income
through 2027. Future tax benefits which may arise as a result of these losses
have not been recognized in these financial statements, as their realization is
determined not likely to occur and accordingly, the Company has recorded a
valuation allowance for the deferred tax asset relating to these tax loss carry
forwards.

6. RELATED PARTY TRANSACTIONS

Alan Cox and Todd Halfnight, the officers and directors of the Company may, in
the future, become involved in other business opportunities as they become
available, thus they may face a conflict in selecting between the Company and
their other business opportunities. The company has not formulated a policy for
the resolution of such conflicts.

Alan Cox and Todd Halfnight, the officers and directors of the Company, will not
be paid for any underwriting services that they perform on behalf of the Company
with respect to the Company's upcoming SB-2 offering. He will also not receive
any interest on any funds that he advances to the Company for offering expenses
prior to the offering being closed which will be repaid from the proceeds of the
offering.

F-9

Gray Creek Mining, Inc.
(An Exploration Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------

As of As of
July 31, April 30,
2007 2007
-------- --------

ASSETS
CURRENT ASSETS
Cash $ 10,704 $ 17,326
-------- --------
TOTAL CURRENT ASSETS 10,704 17,326

OTHER ASSETS
Mining Land 8,000 8,000
-------- --------
TOTAL OTHER ASSETS 8,000 8,000
-------- --------

TOTAL ASSETS $ 18,704 $ 25,326
======== ========

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
$ -- $ --
-------- --------

TOTAL CURRENT LIABILITIES -- --

TOTAL LIABILITIES -- --

STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 100,000,000 shares
authorized; 5,250,000 shares issued and outstanding
as of July 31 and April 30, 2007 respectively 5,250 5,250
Additional paid-in capital 20,250 20,250
Deficit accumulated during Development stage (6,796) (174)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 18,704 25,326
-------- --------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 18,704 $ 25,326
======== ========

See Notes to Financial Statements

F-10

Gray Creek Mining, Inc.
(An Exploration Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------

August 10, 2006
Three Months (inception)
Ended through
July 31, July 31,
2007 2007
---------- ----------
REVENUES
Revenues $ -- $ --
---------- ----------
TOTAL REVENUES -- --

GENERAL & ADMINISTRATIVE EXPENSES 6,622 6,796
---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (6,622) (6,796)
---------- ----------

NET INCOME (LOSS) $ (6,622) $ (6,796)
========== ==========

BASIC EARNINGS PER SHARE $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,182,500
==========

See Notes to Financial Statements

F-11

Gray Creek Mining, Inc.
(An Exploration Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------

August 10, 2006
Three Months (inception)
Ended through
July 31, July 31,
2007 2007
-------- --------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (6,622) $ (6,796)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:

Changes in operating assets and liabilities:
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (6,622) (6,796)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase Mining Property -- (8,000)
-------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- (8,000)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- 5,250
Additional paid-in capital -- 20,250
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 25,500
-------- --------

NET INCREASE (DECREASE) IN CASH (6,622) 10,704

CASH AT BEGINNING OF PERIOD 17,326 --
-------- --------
CASH AT END OF YEAR $ 10,704 $ 10,704
======== ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
Interest $ -- $ --
======== ========
Income Taxes $ -- $ --
======== ========

See Notes to Financial Statements

F-12

GRAY CREEK MINING, INC.
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2007
(Stated in U.S. Dollars)
- --------------------------------------------------------------------------------

1. NATURE AND CONTINUANCE OF OPERATIONS

These financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $6,796 as of July 31, 2007 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
present in U.S. dollars.

EXPLORATION STAGE COMPANY

The Company complies with the Financial Accounting Standards Board Statement No.
7, it's characterization of the Company as an exploration stage enterprise.

MINERAL INTERESTS

F-13

USE OF ESTIMATES AND ASSUMPTIONS

FOREIGN CURRENCY TRANSLATION

FAIR VALUE OF FINANCIAL INSTRUMENTS

ENVIRONMENT COSTS

INCOME TAXES

At July 31, 2007 a full deferred tax asset valuation allowance has been provided
and no deferred tax asset has been recorded.

BASIC AND DILUTED LOSS PER SHARE

The Company has no potential dilutive instruments and, accordingly, basic loss
and diluted loss per share are equal.

F-14

STOCK BASED COMPENSATION

The transition methods include prospective and retroactive adoption options.
Under the retroactive options, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The prospective
method requires that compensation expense be recorded for all unvested stock
options and restricted stock at the beginning of the first quarter of adoption
of SFAS No. 123R, while the retroactive methods would record compensation
expense for all unvested stock options and restricted stock beginning with the
first period restated. The Company adopted the modified prospective approach of
SFAS No 123R for the year ended August 31, 2006. The Company did not record any
compensation expense for the period ended July 31, 2007 because there were no
stock options outstanding prior to the adoption or at July 31, 2007.

RECENT ACCOUNTING PRONOUNCEMENTS

F-15

3. COMMON STOCK

During the year ended April 30, 2007, the company issued 5,250,000 shares of
common stock for total cash proceeds of $25,500. At April 30, 2007, there were
no outstanding stock options or warrants.

4. MINERAL INTERESTS

5. INCOME TAXES

As of July 31, 2007, the Company had a net operating loss carry forwards of
approximately $6,796 that may be available to reduce future years' taxable
income through 2027. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry forwards.

F-16

Until _________________, all dealers that effect transactions in these
securities whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealer's obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:

(1) a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material
conflict of interest;

(2) a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);

(3) a transaction from which the director derived an improper personal
profit; and

(4) willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:

(1) such indemnification is expressly required to be made by law;

(2) the proceeding was authorized by our Board of Directors;

(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or

(4) such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.

II-1

Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee $ 1
Transfer Agent Fees $ 5,000
Accounting and auditing fees and expenses $ 7,000
Legal fees and expenses $ 2,500
Edgar filing fees $ 500
-------
Total $15,001
=======

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.

RECENT SALES OF UNREGISTERED SECURITIES

We completed an offering of 3,000,000 shares of our common stock at a price of
$0.001 per share. Of these shares, 2,000,000 were issued on August 30, 2006 to
Alan J. Cox, our President, C.E.O. and director. The remaining 1,000,000 shares
were issued on October 5, 2006 to Todd Halfnight, our Secretary, Treasurer, and
director. The total amount received from these offering was $3,000.

These shares were issued pursuant to Regulation S of the Securities Act.
Appropriate legends were affixed to the stock certificates representing these
shares.

We completed an offering of 2,250,000 shares of our common stock at a price of
$0.01 per share to a total of 30 purchasers on October 14, 2006. The total
amount received from this offering was $22,500. We completed this offering
pursuant to Regulation S of the Securities Act. The purchasers were as follows:

II-2

Shares
Name of Purchaser Purchased
----------------- ---------
Alexis Phillips 100,000
16380 Jacobson Road
Crawford Bay, BC

Sheida Madadi Kahkesh 100,000
521 Foster Avenue, Suite 604
Coquitlam, BC V3J 2L5

Colleen Vogt 100,000
7063 McKay Avenue
Burnaby, BC V5J 3S3

Gail Schumann 100,000
6656 Lambert Cres
Delta, BC V4E 1R8

William Hopping 100,000
1000 Brunette Avenue, Suite 310
Coquitlam, BC V3K 1E3

Janice Mullin 100,000
7092 McKay Avenue
Burnaby, BC

Elipio Orme 50,000
1166 Melville Street, Suite 1501
Vancouver, BC V6E 4P5

Sarda Patel 50,000
7763 Goodlad Street
Burnaby, BC V5E 2H7

Rebecca Godin 50,000
1166 Melville Street, Suite 1501
Vancouver, BC V6E 4P5

Brent Zaluski 100,000
2949 Laurel Street
Vancouver, BC V5Z 3T4

Penny Fiddick 100,000
14724 110A Avenue
Surrey, BC V3R 2B7

Trisha Takahashi 100,000
6528 Denbigh Avenue, Suite 51
Burnaby, BC V5H 3R8

William Chapman 100,000
336 E. 1st Avenue, Suite 102
Vancouver, BC V5T 4R6

Alan Rendle 100,000
4365 Faithwood Road
Victoria, BC V8X 4Y6

Kathy Warren 100,000
4322 Greta Street
Burnaby, BC V5J 1N8

Julia Parente 100,000
1026 Queens Avenue, Suite 703
New Westminster, BC V3M 6B2

Wayne Smith 50,000
24168 - 116 Avenue
Maple Ridge, BC

II-3

Leslie Jones 50,000
24168 - 116 Avenue
Maple Ridge, BC

Michelle Moss 50,000
15151 Anderson Road
Gray Creek, BC V0B 1S0

Diane Trudel Heinze 50,000
16327 Cedar Road
Crawford Bay, BC V0B 1E0

Galadriel Rael 50,000
16357 Hwy. 3A
Crawford Bay, BC

Sam Galpin 50,000
1026 Queens Avenue, Suite 703
New Westminster, BC V3M 6B2

Lea Belcourt 50,000
16345 Cedar Road
Crawford Bay, BC

Elisa Shaw 50,000
1240 E. 12th Avenue
Vancouver, BC

Giulio Santarelli 50,000
1007 Winslow Avenue
Coquitlam, BC V3J 2E9

Robert Marcheterre 50,000
15293 Hwy 3A
Gray Creek, BC V0B 1S0

Peter Choat 50,000
Box 179
Tahsis, BC V0P 1X0

Peter Larsen 50,000
1533 Eastman Avenue
Riondel, BC V0B 2B0

Bob Carter 100,000
16305 Waverly Road
Crawford Bay, BC

Sabine Boker 100,000
16670 Crawford Creek Road
Crawford Bay, BC V0B 1E0

REGULATION S COMPLIANCE

Each offer or sale was made in an offshore transaction;

Neither we, a distributor, any respective affiliates nor any person on behalf of
any of the foregoing made any directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;

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Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Act, or pursuant to an available exemption from registration; and agreed not
to engage in hedging transactions with regard to such securities unless in
compliance with the Act;

The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be conducted unless in
compliance with the Act; and

We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Act, or pursuant to an available exemption from
registration; provided, however, that if any law of any Canadian province
prevents us from refusing to register securities transfers, other reasonable
procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of
Regulation S have been implemented to prevent any transfer of the securities not
made in accordance with the provisions of Regulation S.

EXHIBITS

Exhibit
Number Description
- ------ -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
5.1 Legal Opinion and Consent*
10.1 Mineral Property Staking and Purchase Agreement date November 29, 2006*
23.1 Consent of George Stewart, Certified Public Accountant*

- ----------
* Previously Filed

THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:

1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(a) include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(b) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth
in this registration statement; and notwithstanding the forgoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration Statement; and
(c) include any additional or changed material information on the plan of
distribution.

2. That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration

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statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

3. To remove from registration by means of a post-effective amendment any of the
securities being registered hereby which remain unsold at the termination of the
offering.

4. That, for determining our liability under the Securities Act to any purchaser
in the initial distribution of the securities, we undertake that in a primary
offering of our securities pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, we will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus that we file relating to the
offering required to be filed pursuant to Rule 424 (Section 230.424 of
this chapter);
(ii) any free writing prospectus relating to the offering prepared by or on
our behalf or used or referred to by us;
(iii) the portion of any other free writing prospectus relating to the
offering containing material information about us or our securities
provided by or on behalf of us; and
(iv) any other communication that is an offer in the offering made by us to
the purchaser.

Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person in connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Vancouver, Province of British Columbia on November 6, 2007.

GRAY CREEK MINING INC.

/s/ Alan J Cox
------------------------------------------------
Alan J. Cox, President, Chief Executive Officer,
Principal Financial Officer, Principal
Accounting Officer and Director

POWER OF ATTORNEY

ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Todd Halfnight, his true and lawful attorney-in-fact
and agent, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all pre-
or post-effective amendments to this registration statement, and to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any one of them, or their or his substitutes,
may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

SIGNATURE CAPACITY IN WHICH SIGNED DATE
- --------- ------------------------ ----

/s/ Alan J Cox President, Chief Executive Officer, November 6, 2007
- ------------------------------- Principal Financial Officer,
Alan J Cox Principal Accounting Officer and Director

/s/ Todd Halfnight Secretary, November 6, 2007
- ------------------------------- Treasurer and Director
Todd Halfnight

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