##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended January 31, 2008
 Commission File No. 001-32695
 
 BPI Energy Holdings, Inc.
  British Columbia, Canada
(State or Other Jurisdiction of
    
    75-3183021(I.R.S. Employer Identification No.)Incorporation or Organization)30775 Bainbridge Road, Suite 280, Solon, Ohio
    
    44139(Address of Principal Executive Offices)
    
    (Zip Code)
 (440) 248-4200
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPART II. OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSIGNATURESEX-31.1EX-31.2EX-32.1    Table of Contents  
 PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 BPI ENERGY HOLDINGS, INC.
 Consolidated Balance Sheets
(Dollars in thousands)
 January 31,
    
    
    July 31,2008
    
    
    2007(Unaudited)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    2,578
    
    
    $
    11,292Accounts receivable
    
    
    258
    
    
    
    94Other current assets
    
    
    1,298
    
    
    
    1,348Total current assets
    
    
    4,134
    
    
    
    12,734Property and equipment, at cost:Gas properties, full cost method of accounting:Proved, net of accumulated depreciation, depletion, amortization and impairment of $12,815
and $12,621
    
    
    21,936
    
    
    
    16,631Unproved, excluded from amortization
    
    
    10,372
    
    
    
    8,533Support equipment, net of accumulated depreciation and amortization of $828 and $741
    
    
    434
    
    
    
    552Net gas properties
    
    
    32,742
    
    
    
    25,716Other property and equipment, net of accumulated depreciation and amortization of $214 and $152
    
    
    457
    
    
    
    473Net property and equipment
    
    
    33,199
    
    
    
    26,189Restricted cash
    
    
    100
    
    
    
    100Other non-current assets
    
    
    168
    
    
    
    220Total assets
    
    $
    37,601
    
    
    $
    39,243LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    1,126
    
    
    $
    1,371Current maturities of long-term debt and notes payable
    
    
    10,959
    
    
    
    8,488Accrued liabilities and other
    
    
    537
    
    
    
    1,503Total current liabilities
    
    
    12,622
    
    
    
    11,362Long-term debt and notes payable, less current maturities
    
    
    38
    
    
    
    48Asset retirement obligation
    
    
    156
    
    
    
    114Other long-term liabilities
    
    
    16
    
    
    
    Total liabilities
    
    
    12,832
    
    
    
    11,524Shareholders EquityCommon shares, no par value, authorized 200,000,000 shares, 73,611,896 and 72,524,493
issued and outstanding
    
    
    67,946
    
    
    
    67,946Additional paid-in capital
    
    
    8,250
    
    
    
    7,608Accumulated deficit
    
    
    (51,427
    )
    
    
    (47,835
    )Total shareholders equity
    
    
    24,769
    
    
    
    27,719Total liabilities and shareholders equity
    
    $
    37,601
    
    
    $
    39,243
  2




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BPI ENERGY HOLDINGS, INC.
 Consolidated Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJanuary 31,
    
    
    January 31,2008
    
    
    2007
    
    
    2008
    
    
    2007RevenueGas sales
    
    $
    438
    
    
    $
    247
    
    
    $
    756
    
    
    $
    541Operating expensesLease operating expense
    
    
    377
    
    
    
    528
    
    
    
    635
    
    
    
    864General and administrative expenses
    
    
    1,519
    
    
    
    1,470
    
    
    
    3,403
    
    
    
    4,204Lease rentals and other operating expense
    
    
    79
    
    
    
    
    
    
    
    79
    
    
    
    Depreciation, depletion and amortization
    
    
    168
    
    
    
    192
    
    
    
    348
    
    
    
    376Total operating expenses
    
    
    2,143
    
    
    
    2,190
    
    
    
    4,465
    
    
    
    5,444Operating loss
    
    
    (1,705
    )
    
    
    (1,943
    )
    
    
    (3,709
    )
    
    
    (4,903
    )Other income (expense):Interest income
    
    
    34
    
    
    
    166
    
    
    
    131
    
    
    
    385Interest expense
    
    
    (30
    )
    
    
    (3
    )
    
    
    (32
    )
    
    
    (6
    )Other income
    
    
    44
    
    
    
    
    
    
    
    18
    
    
    
    48
    
    
    
    163
    
    
    
    117
    
    
    
    379Net loss
    
    $
    (1,657
    )
    
    $
    (1,780
    )
    
    $
    (3,592
    )
    
    $
    (4,524
    )Basic and diluted net loss per share
    
    $
    (0.02
    )
    
    $
    (0.03
    )
    
    $
    (0.05
    )
    
    $
    (0.07
    )Weighted average common shares outstanding
    
    
    71,054,872
    
    
    
    70,059,225
    
    
    
    70,485,748
    
    
    
    69,427,874
  3




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BPI ENERGY HOLDINGS, INC.
 Consolidated Statements of Shareholders Equity
(Dollars in thousands)
(Unaudited)
 Additional
    
    
    
    
    
    
    TotalCommon Shares
    
    
    Paid-in
    
    
    Accumulated
    
    
    ShareholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    EquityBalance, July 31, 2007
    
    
    72,524,493
    
    
    $
    67,946
    
    
    $
    7,608
    
    
    $
    (47,835
    )
    
    $
    27,719Share-based compensation 
common shares (number of shares
include non-vested portion of
restricted stock)
    
    
    1,863,735
    
    
    
    
    
    
    
    671
    
    
    
    
    
    
    
    671Shares forfeited
    
    
    (431,666
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Surrender of shares to pay taxes
    
    
    (344,666
    )
    
    
    
    
    
    
    (29
    )
    
    
    
    
    
    
    (29
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,592
    )
    
    
    (3,592
    )Balance, January 31, 2008
    
    
    73,611,896
    
    
    $
    67,946
    
    
    $
    8,250
    
    
    $
    (51,427
    )
    
    $
    24,769
  4




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BPI ENERGY HOLDINGS, INC.
 Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
 Six Months EndedJanuary 31,2008
    
    
    2007Cash Provided by (Used in):Operating ActivitiesNet loss
    
    $
    (3,592
    )
    
    $
    (4,524
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation, depletion, and amortization
    
    
    348
    
    
    
    376Share-based payments
    
    
    671
    
    
    
    834Loss on fair value of commodity derivative contract
    
    
    16
    
    
    
    Accretion of asset retirement obligation
    
    
    4
    
    
    
    3Changes in assets and liabilities:Accounts receivable
    
    
    (164
    )
    
    
    12Other current assets
    
    
    (35
    )
    
    
    (279
    )Accounts payable
    
    
    57
    
    
    
    (14
    )Accrued liabilities and other
    
    
    (966
    )
    
    
    (565
    )Other assets and liabilities
    
    
    52
    
    
    
    Net cash used in operating activities
    
    
    (3,609
    )
    
    
    (4,157
    )Investing ActivitiesAdditions to property and equipment
    
    
    (6,658
    )
    
    
    (4,746
    )Net cash used in investing activities
    
    
    (6,658
    )
    
    
    (4,746
    )Financing ActivitiesProceeds from issuance of debt
    
    
    1,721
    
    
    
    Payments on long-term debt and notes payable
    
    
    (12
    )
    
    
    (120
    )Payment of deferred financing costs
    
    
    (127
    )
    
    
    Payments for surrender of shares
    
    
    (29
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    1,553
    
    
    
    (120
    )Net decrease in cash and cash equivalents
    
    
    (8,714
    )
    
    
    (9,023
    )Cash and cash equivalents at the beginning of the year
    
    
    11,292
    
    
    
    19,279Cash and cash equivalents at the end of the period
    
    $
    2,578
    
    
    $
    10,256Supplementary disclosure of cash flow information:Interest paid (net of interest capitalized)
    
    $
    30
    
    
    $
    4Non-cash financing activity  interest paid-in-kind (added to debt principal)
    
    $
    596
    
    
    $
    
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BPI ENERGY HOLDINGS, INC.
 Notes to Consolidated Financial Statements
Unaudited
(Dollars in thousands)
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation
    Going Concern
   Use of Estimates
  6




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Accounts Receivable
  Deferred Financing Costs
  Commodity Derivatives
      7




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Capitalized Interest
  Gas Properties
      i)
    
    there are no firm plans for further drilling on the unproved property;ii)
    
    negative results were obtained from studies of the unproved property;iii)
    
    negative results were obtained from studies conducted in the vicinity of the unproved property; oriv)
    
    the remaining term of the unproved property does not allow sufficient time for further studies or drilling.
 8




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Other Property and Equipment
  Income Taxes
    Loss Per Share
  January 31,
    
    January 31,2008
    
    2007Outstanding warrants
    
    
    1,037,200
    
    
    
    5,311,600Outstanding stock options
    
    
    1,579,931
    
    
    
    1,529,931Nonvested portion of restricted shares issued
    
    
    2,043,438
    
    
    
    2,537,3384,660,569
    
    
    
    9,378,869
 Recently Issued Accounting Standards
   9




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2. SHARE-BASED COMPENSATION
 SFAS No. 123(R)
  Incentive Stock Option Plan
  Omnibus Stock Plan
   10




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Exercise
    
    
    Number
    
    
    RemainingPrice
    
    
    Outstanding
    
    
    Life (Years)
    
    
    Expiry Date$
    0.49
    
    
    
    345,000
    
    
    
    0.8
    
    
    November 3, 20080.70
    
    
    
    10,000
    
    
    
    1.6
    
    
    September 22, 20090.83
    
    
    
    50,000
    
    
    
    4.4
    
    
    June 7, 20121.26
    
    
    
    695,666
    
    
    
    1.8
    
    
    November 29, 20091.75
    
    
    
    10,000
    
    
    
    2.6
    
    
    September 23, 20101.80
    
    
    
    136,000
    
    
    
    2.2
    
    
    March 27, 20101.95
    
    
    
    333,265
    
    
    
    2.0
    
    
    January 20, 2010$
    1.27
    
    
    
    1,579,931
    
    
    
    1.7
   Weighted AverageNonvested Shares
    
    Shares
    
    
    Grant-Date Fair ValueNonvested at July 31, 2007
    
    
    2,437,338
    
    
    $
    0.71Granted
    
    
    1,024,770
    
    
    
    0.55Vested
    
    
    (350,000
    )
    
    
    0.93Forfeited
    
    
    (259,000
    )
    
    
    0.50Nonvested at October 31, 2007
    
    
    2,853,108
    
    
    $
    0.64Granted
    
    
    10,000
    
    
    
    0.35Vested
    
    
    (647,004
    )
    
    
    0.52Forfeited
    
    
    (172,666
    )
    
    
    0.87Nonvested at January 31, 2008
    
    
    2,043,438
    
    
    $
    0.66
  Restricted Shares
    
    Fully Vested Shares
    
    Total SharesThree Months Ended October 31, 2007:Employee bonuses
    
    
    754,500
    
    
    
    512,500
    
    
    
    1,267,000Directors fees
    
    
    270,270
    
    
    
    
    
    
    
    270,2701,024,770
    
    
    
    512,500
    
    
    
    1,537,270Three Months Ended January 31, 2008:Employee bonuses
    
    
    10,000
    
    
    
    
    
    
    
    10,000Directors fees
    
    
    
    
    
    
    316,465
    
    
    
    316,46510,000
    
    
    
    316,465
    
    
    
    316,465Total number of shares granted
    
    
    1,034,770
    
    
    
    828,965
    
    
    
    1,863,735
 Employee Bonuses
  11




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Directors Fees
       3. OTHER CURRENT ASSETS
  January 31,
    
    
    July 31,2008
    
    
    2007Deferred financing costs
    
    $
    751
    
    
    $
    836Separation agreement costs
    
    
    206
    
    
    
    322Prepaid expenses and other
    
    
    341
    
    
    
    190$
    1,298
    
    
    $
    1,348
   12




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4. OTHER NON-CURRENT ASSETS
  January 31,
    
    
    July 31,2008
    
    
    2007Separation Agreement
    
    $
    
    
    
    $
    59Advance royalties
    
    
    168
    
    
    
    161$
    168
    
    
    $
    220
 5. ACCRUED LIABILITIES
  January 31,
    
    
    July 31,2008
    
    
    2007Professional fees
    
    $
    354
    
    
    $
    133Employee compensation
    
    
    183
    
    
    
    1,112Separation agreement
    
    
    
    
    
    
    100Directors fees
    
    
    
    
    
    
    57Other
    
    
    
    
    
    
    101$
    537
    
    
    $
    1,503
 6. LONG-TERM DEBT AND NOTES PAYABLE
     13




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January 31,
    
    
    July 31,2008
    
    
    2007Advances under GasRock Credit Agreement
    
    $
    11,382
    
    
    $
    9,060GMAC term note due in fiscal year 2009, 6.50%
    
    
    11
    
    
    
    14GMAC term notes due in fiscal year 2010, 6.1% to 6.50%
    
    
    53
    
    
    
    6211,446
    
    
    
    9,136Less unamortized debt discount
    
    
    (449
    )
    
    
    (600
    )Less current maturities
    
    
    (10,959
    )
    
    
    (8,488
    )Long-term debt and notes payable
    
    $
    38
    
    
    $
    48
 14




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Remaining Fiscal Year 2008
    
    $
    16Fiscal Year 2009
    
    
    11,412Fiscal Year 2010
    
    
    18$
    11,446
 7. ASSET RETIREMENT OBLIGATIONS
   Six Months Ended January 31,2008
    
    
    2007Beginning asset retirement obligation
    
    $
    114
    
    
    $
    71Additional liability incurred
    
    
    17
    
    
    
    7Accretion expense
    
    
    4
    
    
    
    3Change in estimate
    
    
    33
    
    
    
    35Asset retirement costs incurred
    
    
    (58
    )
    
    
    (36
    )Loss on settlement of liability
    
    
    46
    
    
    
    17$
    156
    
    
    $
    97
 8. CONCENTRATIONS
   9. INCOME TAXES
  15




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10. SHAREHOLDERS EQUITY
 Common shares
 Additional paid-in capital
 Share purchase warrants
 Number
    
    
    ExerciseOutstanding
    
    Price
    
    Expiry Date643,200
    
    
    $1.25
    
    December 31, 2009394,000
    
    
    $1.25
    
    January 12, 20101,037,200
 11. RELATED PARTY TRANSACTIONS
    12. LEGAL PROCEEDINGS
 Drummond Coal Co. Litigation
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ICG Litigation
  17




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13. OTHER INCOME (EXPENSE)
  Three Months Ended
    
    
    Six Months EndedJanuary 31, 2008
    
    
    January 31, 2008Gain on settlements of derivative contract
    
    $
    
    
    
    $
    41Change in fair value of derivative contract
    
    
    44
    
    
    
    (16
    )Other
    
    
    
    
    
    
    (7
    )$
    44
    
    
    $
    18
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Overview and Outlook
      18




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
    
    continued development at our Southern Illinois Basin Project;
    
    continuing to obtain test data and initiate pilot projects to determine the commercial
potential of CBM at our various acreage blocks and projects in the Basin;
    
    continuing to reduce well drilling and completion costs;
    
    continuing acreage acquisitions;
    
    increasing total company reserves; and
    
    growing total production.
  
    
    negotiating to obtain leases that grant us the broadest possible rights to CBM for any
given tract of land;
    
    conducting ongoing title reviews of existing mineral interests;
    
    where possible, negotiating with and utilizing multiple service companies in order to
increase competition and minimize the risk of disruptions caused by the loss of any one
service provider; and
    
    attempting to create a low cost structure in order to reduce our vulnerability to many
of these factors.
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Results of Operations
 Three Months Ended January 31, 2008 Compared to Three Months Ended January 31, 2007
  Three Months Ended January 31,
    
    
    Dollar
    
    
    %2008
    
    
    2007
    
    
    Variance
    
    
    ChangeRevenue:Gas sales
    
    $
    437,866
    
    
    $
    246,906
    
    
    $
    190,960
    
    
    
    77
    %Expenses:Lease operating expense
    
    
    376,731
    
    
    
    527,773
    
    
    
    (151,042
    )
    
    
    (29
    %)General and administrative expense
    
    
    1,519,457
    
    
    
    1,469,516
    
    
    
    49,941
    
    
    
    3
    %Lease rentals and other operating expense
    
    
    78,540
    
    
    
    
    
    
    
    78,540
    
    
    
    100
    %Depreciation, depletion and amortization
    
    
    168,014
    
    
    
    191,998
    
    
    
    (23,984
    )
    
    
    (12
    %)Total operating expenses
    
    
    2,142,742
    
    
    
    2,189,287
    
    
    
    (46,545
    )
    
    
    (24
    %)Operating loss
    
    
    (1,704,876
    )
    
    
    (1,942,381
    )
    
    
    237,505
    
    
    
    12
    %Other income (expense):Interest income
    
    
    33,995
    
    
    
    166,416
    
    
    
    (132,421
    )
    
    
    (80
    %)Interest expense
    
    
    (30,268
    )
    
    
    (3,026
    )
    
    
    (27,242
    )
    
    
    (900
    %)Other income
    
    
    44,000
    
    
    
    
    
    
    
    44,000
    
    
    
    100
    %Total other income
    
    
    47,727
    
    
    
    163,390
    
    
    
    (115,663
    )
    
    
    (71
    %)Net loss
    
    $
    (1,657,149
    )
    
    $
    (1,778,991
    )
    
    $
    121,841
    
    
    
    7
    %
 Revenue
 Lease operating expense 
 Lease rentals and other operating expense 
 General and administrative expense 
 Three Months ended January 31,
    
    
    Dollar
    
    
    %2008
    
    
    2007
    
    
    Variance
    
    
    ChangeSalaries and benefits
    
    $
    359,388
    
    
    $
    478,244
    
    
    $
    (118,856
    )
    
    
    (25
    %)Share-based payments
    
    
    308,290
    
    
    
    232,451
    
    
    
    75,839
    
    
    
    33
    %Professional and regulatory
    
    
    591,348
    
    
    
    512,144
    
    
    
    79,204
    
    
    
    15
    %Other
    
    
    260,431
    
    
    
    246,677
    
    
    
    13,754
    
    
    
    6
    %Total general and administrative expense
    
    $
    1,519,457
    
    
    $
    1,469,516
    
    
    $
    49,941
    
    
    
    3
    %
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Depreciation, depletion and amortization expense 
 Interest income
 Interest expense
 Other income
 Six Months Ended January 31, 2008 Compared to Six Months Ended January 31, 2007
  Six Months Ended January 31,
    
    
    Dollar
    
    
    %2008
    
    
    2007
    
    
    Variance
    
    
    ChangeRevenue:Gas sales
    
    $
    756,053
    
    
    $
    540,909
    
    
    $
    215,144
    
    
    
    40
    %Expenses:Lease operating expense
    
    
    635,494
    
    
    
    863,747
    
    
    
    (228,253
    )
    
    
    (26
    %)General and administrative expense
    
    
    3,403,462
    
    
    
    4,204,227
    
    
    
    (800,765
    )
    
    
    (19
    %)Lease rentals and other operating expense
    
    
    78,840
    
    
    
    
    
    
    
    78,840
    
    
    
    100
    %Depreciation, depletion and amortization
    
    
    347,883
    
    
    
    375,995
    
    
    
    (28,112
    )
    
    
    (7
    %)Total operating expenses
    
    
    4,465,679
    
    
    
    5,443,969
    
    
    
    (978,290
    )
    
    
    (18
    %)Operating loss
    
    
    (3,709,626
    )
    
    
    (4,903,060
    )
    
    
    1,193,434
    
    
    
    24
    %Other income (expense):Interest income
    
    
    130,531
    
    
    
    385,322
    
    
    
    (254,791
    )
    
    
    (66
    %)Interest expense
    
    
    (32,194
    )
    
    
    (6,179
    )
    
    
    (26,015
    )
    
    
    (421
    %)Other income
    
    
    18,177
    
    
    
    
    
    
    
    18,177
    
    
    
    100
    %Total other income
    
    
    116,514
    
    
    
    379,143
    
    
    
    (262,629
    )
    
    
    (69
    %)Net loss
    
    $
    (3,593,112
    )
    
    $
    (4,523,917
    )
    
    $
    930,805
    
    
    
    21
    %
 22




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##### Table of Contents



Revenue
 Lease operating expense 
 Lease rentals and other operating expense 
 General and administrative expense 
 Six Months ended January 31,
    
    
    Dollar
    
    
    %2008
    
    
    2007
    
    
    Variance
    
    
    ChangeSalaries and benefits
    
    $
    1,017,827
    
    
    $
    1,570,391
    
    
    $
    (552,564
    )
    
    
    (35
    %)Share-based payments
    
    
    671,480
    
    
    
    877,302
    
    
    
    (205,822
    )
    
    
    (23
    %)Professional and regulatory
    
    
    1,228,946
    
    
    
    1,318,536
    
    
    
    (89,590
    )
    
    
    (7
    %)Other
    
    
    485,209
    
    
    
    437,998
    
    
    
    47,211
    
    
    
    11
    %Total general and administrative expense
    
    $
    3,403,462
    
    
    $
    4,204,227
    
    
    $
    (800,765
    )
    
    
    (19
    %)
   23




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##### Table of Contents



Depreciation, depletion and amortization expense
 Interest income
 Interest expense
 Other income
 Critical Accounting Policies and Estimates
   Capitalized Interest
  24




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##### Table of Contents



Financial Condition
    
    
    the price of, and demand for, natural gas;
    
    availability of drilling equipment;
    
    lease terms;
    
    availability of sufficient capital resources; and
    
    the accuracy of production estimates for current and future wells.
  25




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##### Table of Contents



Cautionary Statement Concerning Forward-Looking Statements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 Commodity Risk
  26




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##### Table of Contents



Interest Rate Risk
  Financial Instruments
  Inflation and Changes in Prices
  
 Item 4. Controls and Procedures.
  27




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
 Drummond Coal Co. Litigation
        28




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##### Table of Contents



ICG Litigation
   
 Item 1A. Risk Factors.
  We may be unable to raise adequate capital in the near term, which would have a material adverse
effect on our ability to continue as a going concern.
    
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  29




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##### Table of Contents



Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
   Name of Director
    

Number of Shares Voted For
    
    Number of Shares WithheldJames G. Azlein
    
    
    43,349,814
    
    
    
    2,544,026James E. Craddock
    
    
    42,924,454
    
    
    
    2,969,386Dennis Carlton
    
    
    44,494,713
    
    
    
    1,399,127Joseph P. McCoy
    
    
    44,466,114
    
    
    
    1,427,726David E. Preng
    
    
    42,911,435
    
    
    
    2,982,405Costa Vrisakis
    
    
    42,875,878
    
    
    
    3,017,962
  Votes For
    
    
    45,736,280Votes Against
    
    
    30Abstentions
    
    
    0Broker Non-Votes
    
    
    157,530
 
 Item 5. Other Information.
  
 Item 6. Exhibits.
 31.1
    
    Section 302 Certification of the Chief Executive Officer (Principal Executive Officer).31.2
    
    Section 302 Certification of the Acting Chief Financial Officer (Principal Financial
Officer).32.1
    
    Section 906 Certification of the Principal Executive Officer and Principal Financial
Officer.
 30




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##### Table of Contents



SIGNATURES
  BPI ENERGY HOLDINGS, INC.Date: March 17, 2008
    /s/ James G. AzleinJames G. Azlein,President and Chief Executive Officer/s/ Randall L. ElkinsRandall L. Elkins,Controller and Acting Chief Financial Officer 31