U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.
                                      20549

                                   FORM 10-QSB

                Quarterly Report under Section 12(b) or 12(g) of
                           The Securities Act of 1934


                      For the Period ended October 31, 2007

                        Commission File Number 333-145471


                             GRAY CREEK MINING INC.
                 (Name of small business issuer in its charter)

        Nevada                                                       N/A
(State of incorporation)                                    (Employer ID Number)

                           313 - 6688 Willington Ave.
                           Burnaby, British Columbia,
                                 Canada V5H 2V8
                                 (604) 434-8539
          (Address and telephone number of principal executive offices)

Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
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 past
90 days. Yes [ ] No [X]

Check whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [X] No [ ]

There were 5,250,000 shares of Common Stock outstanding as of October 31, 2007.
<PAGE>
                               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 and
Stockholders of Gray Creek Mining, Inc.

I have reviewed the condensed balance sheet of Gray Creek Mining, Inc. (An
Exploration Stage Company) as of October 31, 2007, and the related condensed
statements of operations for the three and six months ended October 31, 2007 and
for the period from August 10, 2006 (inception) to October 31, 2007, and
condensed statements of cash flows for the six months ended October 31, 2007 and
for the period from August 10, 2006 (inception) to October 31, 2007. These
financial statements are the responsibility of the company's management.

I conducted my review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, I do not express such an opinion.

Based on my review, I am not aware of any material modifications that should be
made to the accompanying interim financial statements for them to be in
conformity with generally accepted accounting principles in the United States of
America.

I have previously audited, in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States), the balance sheet of Gray
Creek Mining, Inc. (An Exploration Stage Company) as of April 30, 2007, and the
related statements of operations, retained earnings and cash flows for the year
then ended (not presented herein); and in my report dated June 30, 2007, I
expressed a going concern opinion on those financial statements. In my opinion,
the information set forth in the accompanying condensed balance sheet as of
April 30, 2007, is fairly stated, in all material respects, in relation to the
balance sheet from which it has been derived.



/s/ George Stewart, CPA
------------------------------
Seattle, Washington
December 19, 2007

                                       2
<PAGE>
                             Gray Creek Mining, Inc.
                         (An Exploration Stage Company)
                                  Balance Sheet
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    As of              As of
                                                                  October 31,         April 30,
                                                                     2007               2007
                                                                   --------           --------
<S>                                                                <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $  4,569           $ 17,326
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                  4,569             17,326

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

      TOTAL ASSETS                                                 $ 12,569           $ 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                      (12,931)              (174)
                                                                   --------           --------
Total Stockholders' Equity                                           12,569             25,326
                                                                   --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $ 12,569           $ 25,326
                                                                   ========           ========
</TABLE>


                       See Notes to Financial Statements

                                       3
<PAGE>
                             Gray Creek Mining, Inc.
                         (An Exploration Stage Company)
                             Statement of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                        August 10, 2006
                                                Three Months          Six Months          (inception)
                                                   Ended                Ended               through
                                                 October 31,          October 31,          October 31,
                                                    2007                 2007                 2007
                                                 ----------           ----------           ----------
<S>                                              <C>                  <C>                  <C>
REVENUES
  Revenues                                       $       --           $       --           $       --
                                                 ----------           ----------           ----------
TOTAL REVENUES                                           --                   --                   --

GENERAL & ADMINISTRATIVE EXPENSES                     6,135               12,757               12,931
                                                 ----------           ----------           ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES              (6,135)             (12,757)             (12,931)
                                                 ----------           ----------           ----------

NET INCOME (LOSS)                                $   (6,135)          $  (12,757)          $  (12,931)
                                                 ==========           ==========           ==========

BASIC EARNINGS PER SHARE                         $    (0.00)          $    (0.00)
                                                 ==========           ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                        5,250,000            5,250,000
                                                 ==========           ==========
</TABLE>


                       See Notes to Financial Statements

                                       4
<PAGE>
                             Gray Creek Mining, Inc.
                         (An Exploration Stage Company)
                             Statement of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       August 10, 2006
                                                                      Six Months         (inception)
                                                                        Ended              through
                                                                      October 31,        October 31,
                                                                         2007               2007
                                                                       --------           --------
<S>                                                                    <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                    $(12,757)          $(12,931)
  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           (12,757)           (12,931)

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                                         (12,757)             4,569

CASH AT BEGINNING OF PERIOD                                              17,326                 --
                                                                       --------           --------

CASH AT END OF YEAR                                                    $  4,569           $  4,569
                                                                       ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                             $     --           $     --
                                                                       ========           ========
  Income Taxes                                                         $     --           $     --
                                                                       ========           ========
</TABLE>

                       See Notes to Financial Statements

                                       5
<PAGE>
                             GRAY CREEK MINING, INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                October 31, 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 $12,390 as of October 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

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.

                                       6
<PAGE>
GRAY CREEK MINING, INC. (Notes to Financials)
--------------------------------------------------------------------------------

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 October 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 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.

                                       7
<PAGE>
GRAY CREEK MINING, INC. (Notes to Financials)
--------------------------------------------------------------------------------

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 period ended October 31, 2007 because there were no
stock options outstanding prior to the adoption or at October 31, 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.

                                       8
<PAGE>
GRAY CREEK MINING, INC. (Notes to Financials)
--------------------------------------------------------------------------------

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 October 31, 2007, the Company had a net operating loss carry forwards of
approximately $12,930 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.

                                       9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

We did not earn any revenues during the three-month period ended October 31,
2007.

We incurred operating expenses in the amount of $6,135 and $12,757 for the three
and six month periods ended October 31, 2007. The operating expenses were
comprised primarily of general and administrative expenses.

Our net loss for the three month period ended October 31, 2007 was $6,135. Our
net loss from inception through October 31, 2007 was $12,931.

At October 31, 2007, we had total assets of $12,569 consisting of $4,569 in cash
and $8,000 in mining land. At the same date we had no liabilities.

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.

PLAN OF OPERATION

Our plan of operation for the twelve months 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 data 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

                                       10
<PAGE>
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.

SIGNIFICANT ACCOUNTING POLICIES

It is suggested that these financial statements be read in conjunction with our
April 30, 2007 audited financial statements and notes thereto, which can be
found in our SB-2 Registration Statement, and amendments thereto, on the SEC
website at www.sec.gov under our SEC File Number 333-145471.

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

                                      11
<PAGE>
acquisition, construction or development and for normal operations of such
assets. As at October 31, 2007, any potential costs relating to the retirement
of the Company's mineral property has not yet been determined.

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.

                                       12
<PAGE>
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 October 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 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.

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

                                       13
<PAGE>
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 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 October 31, 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

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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.

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our Form SB-2 Registration
Statement, filed under SEC File Number 333-145471, at the SEC website at
www.sec.gov:

     Exhibit
     Number                         Description
     ------                         -----------

       3.1        Articles of Incorporation*
       3.2        Bylaws*
      31.1        Sec. 302 Certification of Principal Executive Officer
      31.2        Sec. 302 Certification of Principal Financial Officer
      32.1        Sec. 906 Certification of Principal Executive Officer
      32.2        Sec. 906 Certification of Principal Financial Officer

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                                   SIGNATURES

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

January 23, 2008            Gray Creek Mining, Inc., Registrant


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


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