[LETTERHEAD OF THE BUSINESS LAW GROUP]
December 8, 2008
Ms. Jenifer Gallagher
U. S. Securities & Exchange Commission
Division of Corporate Finance
Mail Stop 7010
100 F Street N.E.
Washington, D.C. 20549-7010
Re: BWI Holdings, Inc. (formerly Gray Creek Mining, Inc.)
Amendment No. 1 to Form 8-K
Filed December 3, 2008
File No. 333-145471
Dear Ms. Gallagher:
We submit this letter to you on behalf of BWI Holdings, Inc. (the
"Company") in connection with your December 4, 2008 letter pertaining to the
above referenced document. We have carefully reviewed your comments and
attempted to address fully each one in the Form 8-K pre-effective amendment.
This letter keys our responses to your comments in the order they were received.
Form 8-K, Filed December 3, 2008
1. Please amend your Form 8-K to state whether your former accountant
resigned, declined to stand for re-election or was dismissed as of
December 1, 2008. Indicate whether the decision to change accountants
was recommended or approved by your board of directors.
The Amended Form 8-K addresses these concerns.
2. Please amend your Form 8-K to disclose whether your former
accountant's report on your financial statements for the past two
fiscal years contained an adverse opinion, disclaimer of opinion, or
was qualified or modified as to uncertainty in audit scope or
accounting principles and, if so, describe the nature of each adverse
opinion, disclaimer of opinion, modification or qualification.
The Amended Form 8-K addresses these concerns.
3. Please state whether, during your two most recent fiscal years through
December 1, 2008, you had any disagreements with your former
accountant on any matter of accounting principle or practice,
financial statement disclosure or auditing scope or procedure as
required by Item 304(a)(1)(iv) of Regulation S-K.
The Amended Form 8-K addresses these concerns.
Ms. Jenifer Gallagher
U. S. Securities & Exchange Commission
December 8, 2008
4. Please amend your Form 8-K to include Exhibit 16, the letter from your
former accountant as required by Item 304(a)(3) of Regulation S-K.
The letter has been attached as Exhibit 16.
The Company fully realizes it is responsible for the adequacy and accuracy
of the disclosure in the above filing. The Company acknowledges that staff
comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to this filing and the
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
We very much appreciate your guidance and sincerely hope that the revised
document adequately addresses your concerns. Should you have any questions or
comments, please feel free to call J. Bennett Grocock, Esq. at (407) 992-1101.
Very Truly Yours,
/s/ J. Bennett Grocock
---------------------------------
J. Bennett Grocock
The Business Law Group
cc: BWI Holdings, Inc.