UNITED STATES
                        SECURITY AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2008

                        Commission file number 333-145471


                               BWI HOLDINGS, INC.
                       (formerly Gray Creek Mining, Inc.)
           (Exact name of the registrant as specified in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                            3915 61 Avenue South East
                        Calgary, Alberta, Canada T2C 1V5
                       (formerly 313-6688 Willingdon Ave.
                   Burnaby, British Columbia, Canada, V5H 2V8)
          (Address of principal executive offices, including zip code)

                    (403) 255-2900 (formerly (604) 434-8539)
                     (Telephone number, including area code)

        Val-U-Corp Services, Inc.
 1802 North Carson Street, Suite 212
     Carson City, NV 89701-9141              (800) 555-0738       (775) 887-0738
(Name and address of agent for Service      (Telephone Number)     (Fax Number)

Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the   definitions   of   "large   accelerated   filer",   "accelerated   filer",
"non-accelerated  filer",  and "smaller  reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

State the number of shares outstanding of each of the issuer's classes of common
equity as of the last practicable date:

As at October 31, 2008
     Common            10,746,054
     Preferred                nil
<PAGE>
                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The un-audited  quarterly financial  statements for the period ended October 31,
2008, prepared by the company immediately follow.



                                       2
<PAGE>
                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS\
                      (Unaudited - Prepared by Management)


Consolidated Balance Sheets                                       Statement  "A"

Consolidated Statements of Income and Comprehensive Income        Statement  "B"

Consolidated Statements of Stockholders' Equity                   Statement  "C"

Consolidated Statements of Cash Flows                             Statement  "D"

Notes to Consolidated Financial Statements                        Statement  "E"

                                       3
<PAGE>
                                                                   Statement "A"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                           Consolidated Balance Sheets
                      (Unaudited - Prepared by Management)
                                  (US Dollars)
                                October 31, 2008

                                              October  31,            March 31,
                                                 2008                   2008
                                              -----------            -----------
ASSETS

Current:
  Accounts receivable                         $ 1,852,799            $ 2,190,912
  Prepaid expenses                                158,372                110,940
                                              -----------            -----------

                                                2,009,171              2,301,852
                                              -----------            -----------

Performance bonds                                  24,906                 48,645
Property and equipment, net                     6,072,216              7,674,767
Goodwill                                        2,651,620              3,107,397
Customer lists                                    108,399                179,339
                                              -----------            -----------

                                                8,857,142             11,010,148
                                              -----------            -----------

                                              $10,866,312            $13,312,000
                                              ===========            ===========

Approved on Behalf of the Board:

"Jim Can", Director

"Kendall Dilling", Director


                           - See accompanying notes -

                                       4
<PAGE>
                                                                   Statement "A"
                                                                       Continued


                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                           Consolidated Balance Sheets
                      (Unaudited - Prepared by Management)
                                  (US Dollars)
                                October 31, 2008

<TABLE>
<CAPTION>
                                                                      October 31,             March 31,
                                                                         2008                   2008
                                                                     ------------           ------------
<S>                                                                  <C>                    <C>
LIABILITIES

Current:
  Bank overdraft                                                     $     56,753           $     39,009
  Revolving bank loan                                                      19,364                 56,743
  Accounts payables and accrued liabilities                             3,266,530              4,380,479
  Notes payable                                                            26,777                 47,068
  Due to related parties                                                  279,385                811,289
  Corporate taxes payable                                                  21,448                 23,825
  Due to shareholders                                                     471,306              1,738,755
  Current portion of long-term debt                                        26,749                 34,433
  Current portion of obligations under capital lease                    1,100,817              1,374,549
                                                                     ------------           ------------
                                                                        5,269,129              8,507,150
                                                                     ------------           ------------

Long-term debt                                                             15,804                 36,572
Obligations under capital lease                                         1,985,906              3,100,043
Non-controlling interest                                                       --              3,307,861
                                                                     ------------           ------------
                                                                        2,001,710              6,444,476
                                                                     ------------           ------------
                                                                        7,270,839             14,951,626
                                                                     ------------           ------------
STOCKHOLDERS' EQUITY

Common stock
  Authorized
   100,000,000 common voting stocks with a par value of
    $0.001 each 20,000,000 preferred non-voting stock
    with a par value of $0.001 each
 Issued and outstanding
   (10,746,054, 2008 - 5,250,000) common stock par value                   10,746                 95,734
 Contributed surplus                                                   10,661,733              5,905,201
 Cumulative other comprehensive income (loss)                            (601,902)               150,319
 Accumulated deficit                                                   (6,475,124)            (7,790,880)
                                                                     ------------           ------------
                                                                        3,595,473             (1,639,426)
Nature of operations (Note 1)
Commitments, contingencies, and subsequent events (Note 10)
                                                                     ------------           ------------

                                                                     $ 10,866,312           $ 13,312,000
                                                                     ============           ============
</TABLE>

                           - See accompanying notes -

                                       5
<PAGE>
                                                                   Statement "B"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
           Consolidated Statements of Income and Comprehensive Income
                      (Unaudited - Prepared by Management)
                                  (US Dollars)
                 For the Three Months Ended October 31, 2008 and
                     Three Months Ended September 30, 2007

<TABLE>
<CAPTION>
                                                                       2008                   2007
                                                                   ------------           ------------
<S>                                                                <C>                    <C>
Revenue                                                            $  2,975,804           $  4,583,930
Cost of sales                                                         2,099,560              3,352,475
                                                                   ------------           ------------
Gross earnings before general and administrative expenses               876,244              1,231,455
                                                                   ------------           ------------
General and Administrative Expenses:
  Advertising and promotion                                              84,140                 29,387
  Automotive                                                              5,310                  3,745
  Bad debts (recovery)                                                 (143,575)                    --
  Depreciation                                                          296,316                485,514
  Insurance                                                              25,405                     --
  Interest and bank charges                                              23,894                 43,448
  Interest on long-term debt                                             89,341                105,603
  Office                                                                 41,299                145,078
  Professional fees                                                      31,450                 63,310
  Rent                                                                   76,588                 75,045
  Repairs and maintenance                                                 2,553                  5,621
  Salaries and benefits                                                 268,746                357,383
  Telephone                                                              39,682                 57,410
  Travel                                                                  9,860                     --
                                                                   ------------           ------------
                                                                        851,009              1,371,544
                                                                   ------------           ------------
Income (Loss) before other items and income taxes                        25,235               (140,089)
                                                                   ------------           ------------
Other Income (Expenses):
  Write off mining claims                                                (8,000)                    --
  Gain on sale of assets                                                 12,056                     --
                                                                   ------------           ------------
Income (Loss) before income taxes                                        29,291               (140,089)
Income taxes                                                                 --                     --
                                                                   ------------           ------------
Net Income (Loss)                                                        29,291               (140,089)
Other comprehensive income (loss)
  Foreign currency translation adjustment                              (727,561)               (53,468)
                                                                   ------------           ------------
Total comprehensive Loss for the quarter                           $    698,270           $    197,557
                                                                   ============           ============
Basic and diluted Income (Loss) per share                          $       0.00           $      (0.00)
Weighted average stock outstanding                                   10,746,054             41,412,198
                                                                   ============           ============
</TABLE>

- See accompanying notes -

                                       6
<PAGE>
                                                                   Statement "B"
                                                                      Continued"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
           Consolidated Statements of Income and Comprehensive Income
                      (Unaudited - Prepared by Management)
                                  (US Dollars)
                 For the Six Months Ended October 31, 2008, and
                    the Six Months Ended September 30, 2007

<TABLE>
<CAPTION>
                                                                       2008                   2007
                                                                   ------------           ------------
<S>                                                                <C>                    <C>
Revenue                                                            $  6,600,305           $  7,968,597
Cost of sales                                                         4,769,831              6,219,564
                                                                   ------------           ------------
Gross earnings before general and administrative expenses             1,830,474              1,749,032
                                                                   ------------           ------------
General and Administrative Expenses:
  Advertising and promotion                                             180,049                106,732
  Automotive                                                              9,081                  7,489
  Bad debts                                                            (144,655)                    --
  Depreciation                                                          637,753                846,905
  Insurance                                                              27,319                     --
  Interest and bank charges                                              43,853                 81,418
  Interest on long-term debt                                            204,942                216,119
  Office                                                                 83,977                312,622
  Professional fees                                                      74,300                141,325
  Rent                                                                  201,722                171,456
  Repairs and maintenance                                                50,811                 11,242
  Salaries and benefits                                                 660,643                656,363
  Telephone                                                              82,611                 96,315
  Travel                                                                 21,795                     --
                                                                   ------------           ------------
                                                                      2,134,201              2,637,986
                                                                   ------------           ------------
Income (Loss) before other items and income taxes                      (303,727)              (888,953)
                                                                   ------------           ------------
Other Income (Expenses):
Write off of mining claim                                                (8,000)                    --
Gain on sale of assets                                                  441,695                     --
                                                                   ------------           ------------
Income (Loss) before income taxes                                       129,968               (888,953)
Income taxes                                                                 --                     --
                                                                   ------------           ------------
Net Income (Loss)                                                       129,968               (888,953)
Other comprehensive income (loss)
  Foreign currency translation adjustment                              (622,253)               (93,283)
                                                                   ------------           ------------
Total comprehensive loss for the year                              $    622,253           $    982,236
                                                                   ============           ============
Basic and diluted Income (Loss) per share                          $       0.01           $      (0.02)
Weighted average stock outstanding                                   10,746,054             41,412,198
                                                                   ============           ============
</TABLE>

                                       7
<PAGE>
                                                                   Statement "C"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
               Consolidated Statements of Stockholders' Deficiency
                      (Unaudited - Prepared by Management)
                                  (US Dollars)
                                October 31, 2008

<TABLE>
<CAPTION>
                                                                                                     Retained
                               Common Stock          Stock to      Contributed    Comprehensive      Earnings
   Comment                 Number      Par Value     be Issued       Surplus         Income          (Deficit)          Total
   -------                 ------      ---------     ---------       -------         ------          ---------          -----
<S>                      <C>          <C>           <C>              <C>             <C>               <C>            <C>
Balance 8/10/06                 --      $    --      $     --      $        --      $      --       $        --       $       --

Issued for cash          5,250,000        5,250            --           20,250             --                --           25,500

Net loss                        --           --            --               --             --              (174)            (174)
                       -----------      -------      --------      -----------      ---------       -----------       ----------
Balance 4/30/07          5,250,000        5,250            --           20,250             --              (174)          25,326
                       -----------      -------      --------      -----------      ---------       -----------       ----------
Net loss                        --           --            --               --             --           (23,838)         (23,838)
                       -----------      -------      --------      -----------      ---------       -----------       ----------
Balance 4/30/08          5,250,000        5,250            --           20,250             --           (24,012)           1,488
                       -----------      -------      --------      -----------      ---------       -----------       ----------
Issued on
recapitalization and
acquisition of
Budget Waste Inc.        5,496,054        5,496            --       10,641,483        150,319        (6,581,080)       4,216,218

Other Comprehensive
Income                          --           --            --               --       (752,221)               --         (752,221)

Net Income                      --           --            --               --             --           129,968          129,968
                       -----------      -------      --------      -----------      ---------       -----------       ----------
Balance 10/31/08        10,746,054      $10,746      $     --      $10,661,733      $(601,902)      $(6,475,124)      $3,595,453
                       ===========      =======      ========      ===========      =========       ===========       ==========
</TABLE>


                           - See accompanying notes -

                                       8
<PAGE>
                                                                   Statement "D"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                      Consolidated Statements of Cash Flows
                      (Unaudited - Prepared by Management)
                                  (US Dollars)
                 For the Seven Months Ended October 31, 2008 and
                    the Six Months Ended September 30, 2007

<TABLE>
<CAPTION>
                                                                                2008                  2007
                                                                             -----------           -----------
<S>                                                                          <C>                   <C>
Operating Activities:
  Net Income (Loss), per Statement "B"                                       $   129,968           $  (888,953)
  Adjustments for non-cash items -
    Depreciation                                                                 637,753               836,905
    Loss (Gain) on sale of asset                                                (441,695)                   --
  Changes in non-cash working capital -
    (Increase) Decrease in accounts receivable                                   338,113              (785,899)
    (Increase) Decrease prepaid expenses                                         (47,432)              (18,359)
    Increase (Decrease) in corporate taxes payable                                (2,377)              (17,611)
    Increase (Decrease) in accounts payable and accrued liabilities             (765,421)              903,185
                                                                             -----------           -----------
Cash flows from (used in) operating activities                                  (151,865)               29,268
                                                                             -----------           -----------
Investing Activities:
  (Increase) Decrease in performance bonds                                        23,739                (4,023)
  Additions to property and equipment                                           (176,098)             (960,106)
  Proceeds on sale of property and equipment                                     122,419                    --
  Acquisitions of business assets, net of cash acquired                               --                    --
                                                                             -----------           -----------
Cash flows from (used in) investing activities                                   (29,940)             (964,129)
                                                                             -----------           -----------
Financing Activities:
  Increase (Decrease) in revolving bank loans                                    (37,379)              (81,090)
  Increase (Decrease) in bank overdraft                                           17,744                60,557
  Increase (Decrease) in notes payable                                           (20,291)              (20,236)
  Proceeds on issuance of capital stock                                               --                 5,000
  Repayment of long-term debt                                                    (28,452)              (76,725)
  Repayment of obligations under capital lease                                  (774,471)              216,936
  Proceeds from related parties                                                  625,467               182,375
  Proceeds from shareholders                                                     200,547               746,174
                                                                             -----------           -----------
Cash flows from (used in) financing activities                                   (16,835)            1,032,991
                                                                             -----------           -----------
Effect of exchange rate changes on cash                                          198,640                98,130
Net Increase (Decrease) in Cash and Cash Equivalents                                  --                    --
Cash and cash equivalents, beginning                                                  --                    --
                                                                             -----------           -----------
Cash and cash equivalents, ending                                            $        --           $        --
                                                                             ===========           ===========
Supplemental Disclosure of Cash Flow Information:
  Interest paid                                                              $   204,942           $   216,119
  Income taxes paid                                                                   --                    --
</TABLE>

                           - See accompanying notes -

                                       9
<PAGE>
                                                                   Statement "E"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                      (Unaudited - Prepared by Management)
                   Notes to Consolidated Financial Statements
                                October 31, 2008


1. NATURE OF OPERATIONS:

a) Condensed Financial Statements -

These financial statements do not include all of the disclosure contained in the
Company's April 30, 2008 year end financial statements, but only descriptions of
significant  and  material  changes that have  incurred in this interim  period.
Readers are requested to read these financial statements in conjunction with the
financial statements included in the Company's 10-K Annual Report filed July 24,
2008 and the  Company's  8-K Entry Into a Material  Definitive  Agreement  filed
November 13, 2008..

b) Company Description -

These financial statements include the accounts of BWI Holdings,  Inc. (formerly
Gray Creek Mining, Inc.) (Formerly Gray Creek Mining, Inc. a Nevada Corporation)
(the  "Company") and its wholly owned  subsidiary  Budget Waste Inc. (an Alberta
Corporation)  "Alta".  Alta is the successor  corporation  following the July 1,
2006  amalgamation  of Alta and its wholly  owned  subsidiaries:  Kosland  Waste
Removal Ltd. (acquired February 15, 2006); DB Waste Disposal 2005 Ltd. (acquired
March 1, 2006); Strathmore Septic Services (1980) Ltd. (acquired March 1, 2006),
593250 Alberta Ltd.  (operating as DB Port-a-Pod  acquired  March 1, 2006);  All
Waste Systems Ltd.  (acquired March 1, 2006); Rocky Mountain Waste Services Inc.
(acquired  March 1, 2006);  882880  Alberta Ltd.  (acquired  April 30, 2006) and
Finnie  Water  Hauling  Ltd.  (acquired  June  30,  2006).   Subsequent  to  the
amalgamation, the Company also acquired Hydrovac Alberta Inc. (acquired December
1, 2006) and 4M Water Hauling Ltd.  (acquired  February 16,  2007).  The Company
also acquired the assets only of 202287  Construction  Services  Ltd.  (acquired
November 30, 2006), Muldowney Holdings Ltd. (acquired December 1, 2006) and PJ.s
Waste and Recycling Services Ltd. (acquired February 14, 2007).

The Company provides  non-hazardous  waste collection,  transfer,  recycling and
disposal   services.   Additionally,   the  Company   provides  support  to  the
construction  industry such as fence rentals,  sanitary  facility  rentals,  bin
rentals,  hydrovac and water hauling.  The Company operates  primarily,  but not
exclusively,  in Alberta,  Canada.  The Company evaluates  principal  operations
through  three  functional  departments:  Solid  Waste,  Liquid  Waste and Water
Hauling. The Company has ceased its mineral exploration activities.

c) Consolidated Statements -

Effective  November 10, 2008 the Company  completed  the  acquisition  of Budget
Waste Inc. (Alta).  According to accounting principles generally accepted in the
United  States,  the  above  noted  acquisition  is  considered  to be a capital
transaction  in  substance,  rather  than a business  combination.  That is, the
acquisition  is equivalent to the issuance of stock by Budget Waste Inc.  (Alta)
for the net monetary assets of BWI Holdings,  Inc.  (formerly Gray Creek Mining,
Inc.)  accompanied  by a  recapitalization  and is accounted  for as a change in
capital structure.  Accordingly, the accounting for the acquisition is identical
to  that  resulting  from a  reverse  acquisition.  All  material  inter-company
balances and transaction have been eliminated in consolidation.

d) Comparative Figures -

The  comparative  figures are of Budget  Waste,  Inc. As  discussed  above,  the
continuing  operations are of Budget Waste Inc. and the operations of Gray Creek
ceased following the capital  transaction  described  above. BWI Holdings,  Inc.
(formerly Gray Creek Mining, Inc.) reports on an April 30 fiscal year end. Prior
to the  acquisition,  Budget  Waste  reported  on a March 31  fiscal  year  end.
Comparative  figures  have  been  reclassified,  where  applicable,  in order to
conform to the current periods' presentation.

                                       10
<PAGE>
                                                                   Statement "E"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                      (Unaudited - Prepared by Management)
                   Notes to Consolidated Financial Statements
                                October 31, 2008


1. NATURE OF OPERATIONS: CONTINUED

e) Going Concern -

The Company's ability to continue as a going concern is dependant upon achieving
profitable  operations and upon the continued  financial  support of its lenders
and investors. The outcome of these matters cannot be predicted at this time.

Due to the recurring losses of the Company,  the Company must continue to obtain
external investment capital and financing. On going operations will be dependant
upon the  execution of the  Company's  business plan  including  achieving  more
efficient operations and marketing initiatives and the successful listing of the
Company on a public market.

These  financial  statements do not include any  adjustments  to the amounts and
classification  of assets and  liabilities  that might be  necessary  should the
Company be unable to continue as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES:

a) Cash and Cash Equivalents -

Cash and  cash  equivalents  consist  of cash and  deposit  instruments  with an
initial maturity of three months or less.

b) Accounts Receivable -

Receivables are recorded when invoiced or advanced and represent  claims against
third parties that will be settled in cash. The carrying  value of  receivables,
net of the  allowance  for  doubtful  accounts,  represents  the  estimated  net
realizable  value. The estimate for the allowance for doubtful accounts is based
upon historic  collection  trends,  type of customer and age of receivables.  If
events  indicate  that  specific  receivable  balances may be impaired,  further
consideration  is  given  to  those  balances  and  the  allowance  is  adjusted
accordingly.  Accounts are written off when the Company's efforts to collect are
unsuccessful.

c) Income Taxes -

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting  Standards  ("SFAS") No. 109  "Accounting  for  Uncertainty in Income
Taxes".  Under SFAS No.  109,  deferred  income tax assets and  liabilities  are
determined based on differences  between the financial  statement  reporting and
tax bases of assets and liabilities and are measured using the enacted tax rates
and laws in effect when the differences are expected to reverse. The measurement
of deferred income tax assets is reduced, if necessary, by a valuation allowance
for any tax assets and liabilities of a change in tax rates realized. The effect
on deferred income tax assets and liabilities of a

change in tax rates is  recognized  in the period that such tax rate changes are
enacted. FIN No.48 prescribes a recognition  threshold and measurement attribute
for financial  statement  recognition ad measurement of tax positions taken into
in tax returns.

To the extent  interest and penalties may be assessed by taxing  authorities  on
any  underpayment  of  income  tax,  such  amounts  have  been  accrued  and are
classified as a component of income tax expense in our  Consolidated  Statements
of  Operations.   The  Company  elected  this  accounting  policy,  which  is  a
continuation  of our historical  policy,  in connection with our adoption of FIN
48.

                                       11
<PAGE>
                                                                   Statement "E"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                      (Unaudited - Prepared by Management)
                   Notes to Consolidated Financial Statements
                                October 31, 2008


2. SIGNIFICANT ACCOUNTING POLICIES: CONTINUED

d) Property and Equipment -

Property and equipment are recorded at cost.  Expenditures  for major  additions
and  improvements  are  capitalized  while major  maintenance  expenditures  are
expensed as incurred. In accordance with SFAS 144 "Accounting for the Impairment
or Disposal of Long-Lived  Assets",  the Company reviews its assets annually for
impairment.  Depreciation  is provided  over the  estimated  useful lives of the
assets on a declining balance basis at the following annual rates:

     Equipment                               20%
     Waste bins                              10%
     Automotive                              20%
     Port-a-Potties                          20%
     Trailers                                20%
     Assets under capital lease              20%
     Office                                  20%
     Heavy trucks and equipment              20%
     Computer equipment                      30%
     Tools and equipment                     20%
     Leasehold developments                  20%
     Buildings                                4%

Depreciation for property and equipment  purchased during the year is calculated
at one-half of the above rates.

e) Leases -

The Company  leases  property and equipment in the ordinary  course of business.
Significant  lease  obligations  relate to trucks,  waste bins, and  compactors.
These  leases have varying  terms and may or may not include  purchase or buyout
options and guaranteed residuals.  The terms of these leases are considered when
determining whether a lease is classified as operating or capital.

The majority of the Company's  leases are capital  leases.  Assets under capital
lease are capitalized  using interest rates appropriate at the inception of each
lease and are amortized over their estimated useful lives, using the same method
as similar assets that the Company owns. The present value of the lease payments
is recorded as a debt obligation as disclosed in Note 11.

Other  leases are  classified  as operating  when lease terms are  significantly
shorter than the assets'  economic useful lives, or relatively low fixed minimum
lease payments.  Management expects that in the normal course of business, these
leases will be renewed,  replaced  with new leases or replaced  with fixed asset
expenditures.

                                       12
<PAGE>
                                                                   Statement "E"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                      (Unaudited - Prepared by Management)
                   Notes to Consolidated Financial Statements
                                October 31, 2008


2. SIGNIFICANT ACCOUNTING POLICIES: CONTINUED

f) Goodwill and Intangible Assets -

Through  expansion  by  acquisition,  the  Company  has  acquired  goodwill  and
intangible  assets  -  mainly  customer  lists.  In  accordance  with  SFAS  142
"Accounting  for Goodwill and Intangible  Assets",  goodwill is recorded at cost
and is not  subject to  amortization.  Customer  lists are  recorded at cost and
amortized over their estimate useful lives on a straight-line  basis. The useful
lives of  customer  lists are  estimated  to be three  years.  These  assets are
reviewed  annually for  impairment;  more frequently if management has reason to
believe that conditions exist that may lead to impairment.

g) Impairment of Long-Lived Assets -

As described above, the Company  assesses the  recoverability  of its long-lived
tangible and intangible assets at least annually.  Management  assesses if there
have been significant  events or changes in circumstances that indicate an asset
or group of  assets  may  have  become  impaired.  A test of  recoverability  is
performed  comparing the carrying value of a group of assets to its undiscounted
future cash flows.  If carrying  values are in excess  undiscounted  future cash
flows,  impairment  is measured by comparing the internal  discounted  cash flow
analysis  or a third party  valuation.  Estimating  future  cash flows  required
significant  judgment  and  projections  may vary  from  cash  flows  eventually
realized.

h) Foreign Currency Translation -

The functional currency for Budget Waste Inc. (Alta) is the Canadian dollar. The
reporting currency of BWI Holdings,  Inc. (formerly Gray Creek Mining,  Inc.) is
the US dollar.

Translation of foreign currency denominated transactions -

Transactions undertaken in foreign currencies are translated into the functional
currency at the actual exchange rates prevailing at the time of the transaction.
Exchange gains or losses are a result of exchange rate changes  between the time
the  transaction is recognized and the collection of funds and are included as a
component of net income.

Translation of account balances denominated in foreign currencies on
consolidation -

The Company follows FAS 52 "Foreign  Currency  Translation" and uses the current
rate  method  whereby  assets  and  liabilities  are  translated  at the rate of
exchange at the Balance Sheet date.  Revenues and expenses are translated at the
weighted average rate of exchange for the period. Components of stockholders'

                                       13
<PAGE>
                                                                   Statement "E"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                      (Unaudited - Prepared by Management)
                   Notes to Consolidated Financial Statements
                                October 31, 2008


2. SIGNIFICANT ACCOUNTING POLICIES: CONTINUED

deficiency are translated at the appropriate historic rate of exchange. Exchange
gains or losses on transaction  of foreign  currency are included as a component
of comprehensive income.

i) Comprehensive Income -

Other comprehensive income refers to revenues,  expenses,  gains and losses that
under generally  accepted  accounting  principles are included in  comprehensive
income but are excluded from net income as these  amounts are recorded  directly
as an adjustment to stockholders' deficiency.  The Company's other comprehensive
income is primarily comprised of unrealized foreign exchange gains and losses.

j) Revenue Recognition -

In accordance  with SEC Staff  Accounting  Bulletin 104, the Company  recognizes
revenue  when there is  persuasive  evidence  of an  arrangement,  delivery  has
occurred, the fee is fixed or determinable, collectibility is reasonably assured
and there are no significant  remaining performance  obligations.  For providing
services and short-term rentals,  revenue is recognized when services or rentals
have been completed.  For long-term rentals,  revenue is recognized monthly over
the term of the contract. For special events, fencing,  port-a-potties and other
assets that can be rented on a per diem basis,  revenue is  recognized  when the
equipment is collected or returned.

k) Advertising -

Advertising  costs are expensed as incurred and amounted to $81,140 and $180,049
for the three and six months ended October 31, 2008 and $29,387 and $106,732 for
the three and six months ended September 30, 2007.

l) Share-Based Payment -

The Company has not issued any warrants or stock options, nor has it established
any compensation plan under which options or warrants may be issued. The Company
has adopted  SFAS No.  123(r)  "Share  Based  Payment"  but it does not have any
effect on the financial  statements.  From time to time, employees and suppliers
have been issued stock as  compensation  for goods and services  rendered to the
Company. These issuances of stock were valued at the value of goods and services
received  in  accordance  with  pre-established  rates  of pay  and  contractual
amounts.

m) Contingencies -

The potential  exposure the Company has with respect to claims,  assessments and
litigation has been estimated in accordance with SFAS No. 5. It is not always

                                       14
<PAGE>
                                                                   Statement "E"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                      (Unaudited - Prepared by Management)
                   Notes to Consolidated Financial Statements
                                October 31, 2008


2. SIGNIFICANT ACCOUNTING POLICIES: CONTINUED

possible  to  predict  the  outcome  of  litigation  as it is  subject  to  many
uncertainties.  It is  also  not  always  possible  for  management  to  make  a
meaningful estimate of the protection loss or range of loss associated with such
litigation.

n) Use of Estimates -

The  preparation  of  financial  statements  in  conformity  with United  States
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying  disclosures.  Significant  areas  requiring  the use of management
estimates  relate to revenue  recognition,  the  determination  of impairment of
long-lived  assets,  the  estimation  of  useful  lives,  rates and  methods  of
depreciation,  income  taxes,  recognition  of bad  debts  allowances,  accounts
payable   and   accrued   liabilities,   recognition   of  capital   leases  and
contingencies.  Management believes the estimates are reasonable. Actual results
could differ from these estimates and assumptions.

o) Supplemental Cash Flow Information -

Non-cash  investing and financing  activities are excluded from the statement of
cash flows.  Non-cash  transactions  are disclosed  throughout  the notes to the
consolidated  financial  statements.  Total  amounts  paid for income  taxes and
interest are disclosed on the consolidated statement of cash flows.

p) Net loss per share before comprehensive income -

The Company  computes net income  (loss) per share in  accordance  with SFAS No.
128, "EARNINGS PER Share". SFAS No. 128 requires  presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement.  Basic EPS
is computed by  dividing  net income  (loss)  available  to common  shareholders
(numerator) by the weighted average number of shares  outstanding  (denominator)
during the period.  Diluted EPS gives  effect to all dilutive  potential  common
shares  outstanding  during the  period  using the  treasury  stock  method.  In
computing  diluted  EPS,  the  average  stock  price  for the  period is used in
determining  the number of shares  assumed to be purchased  from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive potential shares if
their effect is anti dilutive (i.e. reducing loss per share).

                                       15
<PAGE>
                                                                   Statement "E"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                      (Unaudited - Prepared by Management)
                   Notes to Consolidated Financial Statements
                                October 31, 2008


2. SIGNIFICANT ACCOUNTING POLICIES: CONTINUED

q) Mineral Claims -

Mineral property acquisitions, exploration and development costs are expensed as
incurred  until such time as economic  reserves  are  quantified.  To date,  the
company  has not  established  any  probable  or proven  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
acquisition, construction or development and for any development of such assets.
As at October 31, 2008,  any potential  costs  relating to the retirement of the
Company's mineral property have not yet been determined.  Effective November 10,
2008, the Company has abandoned these claims.

3. RISK MANAGEMENT RELATED TO FINANCIAL INSTRUMENTS:

The  company is exposed  to  various  types of risks  owing to the nature of the
business  activities  it  carries  on,  including  those  related  to the use of
financial  instruments.  In order to manage  the  risks  associated  with  using
financial instruments, such as loan, deposit and securities,  controls have been
implemented,  such as risk  management  policies and various risk limits.  These
measures aim to optimize the return/risk  ratio in all its operations.  The main
risks to which the company is exposed are set out below.

Fair Value -

In  accordance  with  SFAS 107  "DISCLOSURES  ABOUT  FAIR  VALUES  OF  FINANCIAL
INSTRUMENTS",  the Company's financial  instruments include accounts receivable,
performance  bonds,  bank overdraft,  revolving bank loan,  accounts payable and
accrued liabilities,  notes payable, amounts due to related parties, amounts due
to shareholders,  long-term debt, and obligations under capital leases. The fair
value of financial instruments recognized in the balance sheet approximate their
carrying amounts.

                                       16
<PAGE>
                                                                   Statement "E"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                      (Unaudited - Prepared by Management)
                   Notes to Consolidated Financial Statements
                                October 31, 2008


3. RISK MANAGEMENT RELATED TO FINANCIAL INSTRUMENTS: CONTINUED

Market Risk -

Market risk  corresponds  to the  financial  losses that the company could incur
because  of  unfavourable  fluctuations  in the value of  financial  instruments
following  variations in the parameters  underlying  their  evaluation,  such as
interest  rates.  The policies and limits  implemented  are designed to mitigate
exposure to market risk arising from asset and liability management activities.

Credit Risk -

Financial instruments that potentially subject the Company to a concentration of
credit risk consist of cash and accounts  receivable.  The Company deposits cash
with financial  institutions  it believes to be  creditworthy.  Cash balances at
these financial institutions may exceed the federally guaranteed amount.

The Company's accounts  receivable are primarily derived from trade. The Company
will maintain an allowance for doubtful  accounts  receivable in those cases for
which the expected collectability of accounts receivable is in question.

Liquidity Risk -

Liquidity risk  represents the  possibility  that the company may not be able to
gather sufficient cash resources, when required and under reasonable conditions,
to meet its financial  obligations.  The  company's  overall  liquidity  risk is
managed by the chief financial officer and supervised by the Board of Directors.
The  company  monitors  cash  resources  daily  and  makes  sure  the  liquidity
indicators are in compliance with limits  established in the policies set by the
company.

Interest Risk -

The Company  finances its  property  and  equipment  assets  through  short-term
borrowing,  long-term  borrowing and capital and operating leases. The Company's
greatest  exposure  to  interest  risk is from  its  short-term  borrowings,  as
long-term borrowings and leases have fixed interest rates or fixed minimum lease
payments.

4. PROVISION FOR DOUBTFUL ACCOUNTS:

The Company  determines  its  provision  for  doubtful  accounts  based upon the
accounting  policy described in Note 2(b). The Company's  allowance for doubtful
accounts at October 31, 2008 is $74,457 and March 31, 2008 is  $989,686.  During
the period, the Company sold accounts receivable for proceeds of $144,655. These
receivables  had a face value of  approximately  $750,000 and were fully allowed
for.

                                       17
<PAGE>
                                                                   Statement "E"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                      (Unaudited - Prepared by Management)
                   Notes to Consolidated Financial Statements
                                October 31, 2008


5. 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 Nicola Valley mining
division located approximately 17 kilometres north of Merritt, British Columbia,
Canada,  for a total  consideration of $8,000.  The mineral interest was held in
trust for the  Company by the vendor of the  property.  Effective  November  10,
2008, the Company has abandoned this claim and has written the investment off.

6. REVOLVING BANK LOAN:

The revolving  bank loan bears interest at prime plus 2 percent per annum and is
secured by a fixed and floating charge against the Company's assets. The maximum
amount available is $58,374.

7. DUE TO RELATED PARTIES:

Amounts  due to  related  parties  have no  specific  terms  of  repayment,  are
non-interest bearing and are unsecured.

8. DUE TO SHAREHOLDERS:

Amounts due to shareholders are unsecured, non-interest bearing with no specific
terms of repayment.

9. STOCKHOLDERS' DEFICIENCY:

a) Warrants -

There are no warrants outstanding at October 31, 2008 or September 30, 2007.

b) Stock Options -

There are no stock  options  outstanding  at October 31, 2008 or  September  30,
2007.

                                       18
<PAGE>
                                                                   Statement "E"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                      (Unaudited - Prepared by Management)
                   Notes to Consolidated Financial Statements
                                October 31, 2008


10. COMMITMENTS AND CONTINGENCIES:

a) The Company has entered  into  various  operating  leases for  equipment  and
premises. Minimum payments over the next five years are as follows:

     2009                    $408,555
     2010                     361,891
     2011                     314,537
     2012                      26,177
     2013                         400

b) The Company is involved in the following litigation -

Corey Finnie and Virginia  Finnie are disputing the  acquisition of Finnie Water
Hauling  Ltd.  by Budget  and are  requesting  damages  of $Cdn  1,000,000  ($US
867,000) and 1,000,000 (after adjusting for stock splits) shares of the Company.
Approximately  $948,000 of the $Cdn  1,000,000  was  purportedly  related to the
assumption of liabilities  related to capital leases.  The plaintiff is claiming
that these obligations were not assumed by the company.  The company has assumed
these obligations. The outcome of this lawsuit is indeterminable at this time.

c) Environmental -

The Company's  operations are subject to federal,  provincial and municipal laws
and regulations over the collection,  transport,  transfer and disposal of waste
products.  The Company  does not  maintain  its own  landfill  sites,  so is not
subject to any remediation costs with respect to contaminated sites. The Company
does not transport  hazardous wastes.  The Company is not exposed to significant
environmental risk.

                                       19
<PAGE>
                                                                   Statement "E"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                      (Unaudited - Prepared by Management)
                   Notes to Consolidated Financial Statements
                                October 31, 2008


11. RELATED PARTY TRANSACTIONS:

The Company  has  transactions  with  various  related  parties,  including  the
Company's  officers,   directors  and  significant  shareholders  and  companies
controlled  by  shareholders,   directors  or  family  members,  and  a  company
controlled by the spouse of a shareholder.  These transactions are in the normal
course of operations and are transacted at the exchange  amount agreed to by the
related parties.

                                                   October 31,       March 31,
                                                      2008             2008
                                                    -------          --------
     Included in accounts receivable                $    --          $ 50,625
     Included in accounts payable                    83,531           131,122

     Transactions during the three months ended
     June 30, 2008 and 2006
       Rent                                          15,187                --
       Repairs and supplies                          86,975            38,225
       Loan interest                                 99,700            52,415

During the six months  ended  October  31,  2008,  the  company  sold land and a
building to a Company controlled by a shareholder for $Cdn 736,000. The property
was appraised at $ Cdn 610,000. The Company recognized a gain of $Cdn 357,190 on
this transaction

During the year ended March 31, 2008 the company issued 25,000,000 common shares
to a director and officer of the Company in order to settle $250,000 of accounts
payable for management fees recorded in 2006 and 2007.

Additionally,  during the year ended March 31, 2008 the Company sold property to
a  related   Company  for  proceeds  of  $CAD   $1,200,000.   The  property  was
independently  appraised  at  $1,167,000.  The  proceeds  were  used to  repay a
mortgage and to reduce debt owing to the related company. The company recognized
a gain of $511,876 on this sale.

                                       20
<PAGE>
                                                                   Statement "E"

                               BWI HOLDINGS, INC.
                       (FORMERLY GRAY CREEK MINING, INC.)
                      (Unaudited - Prepared by Management)
                   Notes to Consolidated Financial Statements
                                October 31, 2008


12. SEGMENTED REPORTING:

The Company operates in four distinct  business  segments:  Solid Waste,  Liquid
Services,  Water Hauling and Septic  Services.  Results of operations  for these
segments for the six months ended October 31, 2008 and September 30, 2007 are as
follows:

October, 2008

<TABLE>
<CAPTION>
                                 Operating       Gross                      Administration
                    Revenue       Expenses       Profit      Amortization     and Other        Net Loss
                    -------       --------       ------      ------------     ---------        --------
<S>                <C>           <C>             <C>           <C>              <C>            <C>
Solid waste        4,469,812     3,737,549       732,263       431,894          703,712        (403,345)
Liquid Services      437,309       246,039       191,270        43,255           68,826          80,189
Water Hauling        923,294       551,408       371,886        89,213          145,313         137,360
Septic               769,891       258,566       511,324        74,390          121,170         315,764
                   ---------     ---------     ---------     ---------        ---------       ---------

                   6,600,305     4,793,562     1,806,743       637,752        1,039,022         129,968
                   =========     =========     =========     =========        =========       =========

September, 2007

                                 Operating       Gross                      Administration
                    Revenue       Expenses       Profit      Amortization     and Other        Net Loss
                    -------       --------       ------      ------------     ---------        --------

Solid waste        6,200,137     4,839,264     1,360,873       651,172        1,401,370       (691,669)
Liquid Services      358,287       279,647        78,641        37,629           80,981        (39,969)
Water Hauling        816,251       637,092       179,160        85,727          184,491        (91,059)
Septic               593,922       463,562       130,360        62,377          134,240        (66,256)
                   ---------     ---------     ---------     ---------        ---------       --------

                   7,968,597     6,219,564     1,749,033       836,905        1,801,081       (888,953)
                   =========     =========     =========     =========        =========       ========
</TABLE>

                                       21
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

THE FOLLOWING  DISCUSSION  OF OUR FINANCIAL  CONDITION AND RESULTS OF OPERATIONS
SHOULD BE READ IN CONJUNCTION  WITH THE  CONSOLIDATED  FINANCIAL  STATEMENTS AND
NOTES THERETO IN ITEM I, AND THE COMPANY'S 10-K ANNUAL REPORT, THE COMPANY'S 8-K
ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT  AND  OTHER  PUBLICLY  AVAILABLE
FINANCIAL INFORMATION.  THIS DISCUSSION CONTAINS FORWARD-LOOKING  STATEMENTS AND
INVOLVES  NUMEROUS  RISKS AND  UNCERTAINTIES.  OUR  ACTUAL  RESULTS  MAY  DIFFER
MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENTS.

COMPANY OVERVIEW

The Company has been engaged in the acquisition of mining properties with a view
to  exploit  any  mineral   deposits   discovered  that   demonstrate   economic
feasibility.  We have a 100%  interest,  held in trust by the  vendor,  in three
mineral  claims  known as the  Swakum  Mountain  property  located in the Nicola
Valley mining district  located  approximately  17 km north of Merritt,  British
Columbia,  Canada.  The Company has decided to abandon  these  claims and pursue
other business interests through its wholly owned subsidiary Budget Waste Inc.

Budget  Waste Inc. is a regional  solid and liquid waste  services  company that
provides collection, disposal, fencing and recycling services to residential and
commercial customers in Alberta,  Canada. Our Company was founded in 2001 (prior
to  acquisition  by BWI Holdings,  Inc.  (formerly  Gray Creek Mining,  Inc.), a
Nevada company) with one truck and 10 large roll off containers. The Company has
expanded  steadily  until  February  2006  when it  acquired  the  first  of ten
companies through the next year.

SOURCES OF REVENUE

Our revenue consists primarily of fees charged to customers for solid and liquid
waste collection, landfill disposal and recycling services.

We derive our  collection  revenue  from  services  provided to  commercial  and
residential customers.  Services to commercial customers are generally performed
under  service  agreements  or pursuant to  contracts  with  municipalities.  We
recognize revenue when services are rendered.  Amounts billed to customers prior
to providing the related services are reflected as deferred revenue and reported
as revenue in the periods in which the services are rendered.

We  determine  the fees we charge our  customers  based on a variety of factors,
including  collection  frequency,  level of service,  route  density,  the type,
volume and  weight of the waste  collected,  type of  equipment  and  containers
furnished, the distance to the disposal, the cost of disposal and prices charged
by competitors for similar  services.  Our contracts with  commercial  customers
typically allow us to pass on increased costs resulting from variable items such
as disposal and fuel costs and surcharges. Our ability to pass on cost increases
is however, sometimes limited by the terms of our contracts.

EXPENSE STRUCTURE

Our cost of  operations  primarily  includes  tipping fees and related  disposal
costs, labor and related benefit costs, equipment  maintenance,  fuel, liability
and workers compensation insurance and related leasing costs.

Selling,   general  and   administrative   expenses  include  managerial  costs,
information systems, administrative expenses and professional fees.

                                       22
<PAGE>
Depreciation and amortization  includes  depreciation of fixed assets over their
estimated  useful lives using the declining  balance method and  amortization of
customer lists over their estimated useful lives on a straigh-line basis.

OPERATING RESULTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2008

For the three months ended October 31, 2008,  the company  reported  revenues of
$2,976M ("M" representing  thousands),  compared to $4,584M for the three months
ended September 30, 2007.  While the Company  instituted a price increase during
the year which included fuel surcharges, the slowing of the economy,  especially
in the  construction  industry  negatively  affected  sales.  Additionally,  the
company reports in U.S. dollars while the company's  functional  currency is the
Canadian dollar which declined 15% against the U.S. dollar during this period.

The  gross  margin  for the  three  months  ended  October  31,  2008  of  $853M
represented  28.6% of revenue as compared to $1,231M for the three  months ended
September 30, 2007 or 26.9%.  This improvement  resulted from a concerted effort
to stabilize costs and to implement stronger systems of internal control. Moving
all  vehicle  repairs  and  maintenance  from  outside  vendors  to an in  house
mechanical  shop and  consolidation  of operations  also  contributed  to a more
positive result.

Selling,  general and  administrative  expenses decreased to $827M for the three
months ended October 31, 2008 from $1,372M for the three months ended  September
30, 2007.  This  decrease is due in part from  depreciation  which  decreased to
$296M in 2009 fiscal  year to date from $485M in 2008  fiscal year to date.  The
company  entered  into a  factoring  agreement  to sell  approximately  $750M of
non-current  accounts receivable for $144M. The company has in prior years fully
allowed for these  receivables,  so the sale resulted in a large recovery of bad
debts. Additionally, general administrative and operating expenses decreased due
to the  company's  commitment  to stronger  systems of internal  controls  which
included the  completion of the company's  2008 audit and ongoing  communication
with the  company's  auditors.  Management  is  encouraged  by the  results  but
believes there is still room to achieve better operational efficiencies and will
work to continue improving the company's operations.

The company disposed of surplus assets in 2009 fiscal year to date that resulted
in a gain of $12M. The company also  abandoned its mineral  properties at a loss
of $8M as  management  believes that the waste  management  business must be the
company's  exclusive focus.  This made the company's EBITDA $415M which has been
used to retire current and long-term debt.

The Company  experienced  net income of $29M for the three months ended  October
31, 2008 compared to a loss of $140M for 2007. This is a significant improvement
arising  from  improved  gross  margins and reduced  general and  administrative
expenses.

OPERATING RESULTS FOR THE SIX MONTHS ENDED OCTOBER 31, 2008

For the six months ended  October 31,  2008,  the company  reported  revenues of
$6,600M  ("M"  representing  thousands),  compared to $7,968M for the six months
ended September 30, 2007.  While the Company  instituted a price increase during
the year which included fuel surcharges, severe weather in April and May and the
slowing of the  economy,  especially  in the  construction  industry  negatively
affected sales.

The  gross  margin  for  the six  months  ended  October  31,  2008  of  $2,806M
represented  27.4% of revenue as compared to $1,749M for the three  months ended
September 30, 2007 or 21.9%. Although overall sales decreased,  the gross margin
increased  in both  percentage  and absolute  dollar  amount.  This  improvement

                                       23
<PAGE>

resulted from a concerted  effort to stabilize  costs and to implement  stronger
systems of internal  control.  Moving all vehicle repairs and  maintenance  from
outside vendors to an in house  mechanical shop and  consolidation of operations
also contributed to a more positive result.

Selling,  general and  administrative  expenses decreased to $2,110M for the six
months ended October 31, 2008 from $2,638M for the three months ended  September
30, 2007. This decrease is due in part from depreciation which decreased to $638
in  2009  fiscal  year  to  date  from  $837M  in  2008  fiscal  year  to  date.
Additionally, general administrative and operating expenses decreased due to the
company's commitment to stronger systems of internal controls which included the
completion of the company's 2008, 2007 and 2006 audits and ongoing communication
with the  company's  auditors.  General and  administrative  expenses  increased
minimally  to 32.0% of revenue in 2009 fiscal year to date  compared to 33.1% in
2008 due to  increases  in  salaries  advertising  and rents  required to remain
competitive with other companies in the Calgary area.  Additionally,  costs were
incurred  to  implement  a safety  program  that will  result in lower costs and
potential new customers.  Management  will continue to monitor these expenses to
determine where additional costs can be reduced.

The company disposed of surplus assets in 2009 fiscal year to date that resulted
in a gain of $442M.  This made the company's EBITDA $973M which has been used to
retire current and long-term debt.

The Company experienced net income of $130M for the six months ended October 31,
2008 compared to a loss of $(889M) for the six months ended  September 30, 2007.
This is a significant improvement arising from improved gross margins.

LIQUIDITY AND CAPITAL RESOURCES FOR THE SIX MONTHS ENDED OCTOBER 31, 2008
For the six  months  ended  October  31,  2008 there was a cash  shortfall  from
operations of $152M as the company retired 765M of current payables  compared to
$29M for the six months  ended  September  30,  2007.  $176M was used to acquire
equipment;  $122 was raised on the disposal of surplus  equipment;  and 774M was
used to retire debt and obligations under capital lease. This resulted in a cash
deficiency  that was  provided  primarily by increases in amounts due to related
parties and shareholders.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The  preparation  of  our  financial  statements  requires  management  to  make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the financial  statements  and the reported  amounts of revenues and expenses
during the reporting  period.  On an on-going  basis,  management  evaluates its
estimates and judgments which are based on historical  experience and on various
other factors that are believed to be reasonable  under the  circumstances.  The
results  of their  evaluation  form the basis  for  making  judgments  about the
carrying values of assets and liabilities.  Actual results may differ from these
estimates  under  different  assumptions  and  circumstances.   Our  significant
accounting  policies are more fully  discussed in the Notes to our  Consolidated
Financial Statements.

BAD DEBT ALLOWANCE

Estimates are used in  determining  our allowance for bad debts and are based on
our historical collection experience, current trends, credit policy and a review
of our accounts  receivable  by aging  category.  Our reserve is  evaluated  and
revised on a quarterly  basis.  As discussed  above,  the company entered into a
factoring agreement to recover some funds from accounts which were fully allowed
for in prior years.

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INFLATION AND PREVAILING ECONOMIC CONDITIONS

To  date,  inflation  has  not  had a  significant  impact  on  our  operations.
Consistent  with  industry  practice,  most  of  our  contracts  provide  for  a
pass-through of certain costs, including increases in landfill tipping fees and,
in some cases, fuel costs. We have implemented a fuel surcharge  program,  which
is designed to recover fuel price  fluctuations.  We therefore believe we should
be able to implement  price  increases  sufficient to offset most cost increases
resulting from inflation.  However, competitive factors may require us to absorb
at least a portion of these cost increases,  particularly during periods of high
inflation.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has  approximately  30 operating  leases for vehicles and waste bins
used in the  operations of the company.  Approximate  future lease payments over
the next five years are as follows:

2009, $408,000; 2010, $362,000; 2011, $314,000; 2012, $26,000; 2013, $500.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for a small issuer

ITEM 4. CONROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES & CHANGES TO INTERNAL CONTROLS

Under the supervision and with the  participation  of our management,  including
our  principal  executive  officer  and  principal  financial  officer,  we have
conducted an evaluation of the  effectiveness of the design and operation of our
disclosure controls and procedures,  as defined in Rules 13a-15(e) and 15d-15(e)
under the  Securities  and  Exchange  Act of 1934,  as of the end of the  period
covered  by this  report.  Based on this  evaluation,  our  principal  executive
officer and principal financial officer concluded as of the Evaluation Date that
our  disclosure  controls and  procedures  were effective such that the material
information  required to be included in our Securities  and Exchange  Commission
reports is recorded, processed,  summarized and reported within the time periods
specified in SEC rules and forms  relating to our company,  particularly  during
the period when this report was being prepared.

Additionally,  there were no significant  changes in our internal controls or in
other factors that could  significantly  affect these controls subsequent to the
evaluation date.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures
that:  (1) pertain to the  maintenance  of records that,  in reasonable  detail,
accurately and fairly reflect the  transactions  and dispositions of our assets;
(2) provide reasonable  assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that our receipts and  expenditures  are being made
only in accordance with authorizations of its management and directors;  and (3)

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provide  reasonable  assurance  regarding  prevention  or  timely  detection  of
unauthorized  acquisition,  use or  disposition  of our assets that could have a
material effect on the financial statements.

Management  recognizes that there are inherent  limitations in the effectiveness
of any system of internal  control,  and  accordingly,  even effective  internal
control  can  provide  only  reasonable  assurance  with  respect  to  financial
statement preparation and may not prevent or detect material  misstatements.  In
addition,  effective  internal control at a point in time may become ineffective
in future periods  because of changes in conditions or due to  deterioration  in
the degree of compliance with our established policies and procedures.

A material weakness is a significant  deficiency,  or combination of significant
deficiencies,  that results in there being a more than remote  likelihood that a
material  misstatement of the annual or interim financial statements will not be
prevented or detected.

Under the supervision and with the  participation of our Chief Executive Officer
and  Chief  Financial  Officer,   management  conducted  an  evaluation  of  the
effectiveness  of our  internal  control  over  financial  reporting,  as of the
Evaluation Date, based on the framework set forth in Internal Control-Integrated
Framework  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission  (COSO).  Based on its evaluation  under this  framework,  management
concluded that our internal  control over financial  reporting was not effective
as of the Evaluation Date.

Management  assessed the  effectiveness  of the Company's  internal control over
financial  reporting as of Evaluation Date and identified the following material
weaknesses:

INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.

INADEQUATE  SEGREGATION OF DUTIES:  We have an inadequate number of personnel to
properly implement control procedures.

LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS:  We do not have a functioning audit
committee and we have no outside  directors  serving on the  Company's  Board of
Directors,   resulting  in  ineffective   oversight  in  the  establishment  and
monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue
to use third party  specialists to address  shortfalls in staffing and to assist
the Company  with  accounting  and finance  responsibilities,  (2)  increase the
frequency of  independent  reconciliations  of  significant  accounts which will
mitigate the lack of segregation of duties until there are sufficient  personnel
and (3) may consider appointing outside directors and audit committee members in
the future.

Management,  including our Chief Executive Officer and Chief Financial  Officer,
has discussed the material weakness noted above with our independent  registered
public accounting firm. Due to the nature of this material weakness,  there is a
more than remote  likelihood that  misstatements  which could be material to the
annual or interim  financial  statements could occur that would not be prevented
or detected.

This  Annual  Report does not include an  attestation  report of our  registered
public  accounting  firm regarding  internal  control over financial  reporting.
Management's  report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.

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<PAGE>
                           PART 2 - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Corey Finnie and Virginia  Finnie are disputing the  acquisition of Finnie Water
Hauling  Ltd.  by Budget  and are  requesting  damages  of $Cdn  1,000,000  ($US
867,000) and 1,000,000 (after adjusting for stock splits) shares of the Company.
Approximately  $948,000 of the $Cdn  1,000,000  was  purportedly  related to the
assumption of liabilities  related to capital leases.  The plaintiff is claiming
that these obligations were not assumed by the company.  The company has assumed
these obligations. The outcome of this lawsuit is indeterminable at this time.

ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS

On  October  1,  2008,  certain  shareholders  of the  company  entered  into an
agreement  to sell  100% of the  outstanding  stock of the  company  to  certain
purchasers  for a cash price of  $275,000.  On November  10,  2008,  the company
acquired 100% of the outstanding shares of Budget Waste Inc., an Alberta, Canada
corporation from Budget Waste, Inc. a Nevada corporation. The purchase price for
the stock of Budget waste Inc. was 5,496,054 newly issued and restricted  shares
of the company's stock, representing approximately 52% of the outstanding shares
of the company post-acquisition

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

See ITEM 2

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

(a) Exhibits

Exhibits                                Description
--------                                -----------

  31.1         Certification pursuant to Rule 13a-14(a) under the Securities
               Exchange Act of 1934

  31.2         Certification pursuant to Rule 13a-14(a) under the Securities
               Exchange Act of 1934

  32.1         Certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

  32.2         Certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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                                   SIGNATURES

In accordance with the  requirements  of the Exchange Act, the  registrant,  BWI
Holdings,  Inc.,  caused  this  report  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.


Date: December 15, 2008                     /s/ Jim Can
                                            -----------------------------------
                                            Jim Can, CEO


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