##### 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 April 30, 2008
 Commission File No. 001-32695
 
 BPI Energy Holdings, Inc.
  British Columbia, Canada
    
    75-3183021(State or Other Jurisdiction of
    
    (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 o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 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)
 April 30,
    
    
    July 31,2008
    
    
    2007(Unaudited)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    1,081
    
    
    $
    11,292Accounts receivable
    
    
    145
    
    
    
    94Other current assets
    
    
    979
    
    
    
    1,348Total current assets
    
    
    2,205
    
    
    
    12,734Property and equipment, at cost:Gas properties, full cost method of accounting:Proved, net of accumulated depreciation, depletion,
amortization and impairment of $12,955 and $12,621
    
    
    32,535
    
    
    
    16,631Unproved, excluded from amortization
    
    
    
    
    
    
    8,533Support equipment, net of accumulated depreciation
and amortization of $809 and $741
    
    
    352
    
    
    
    552Net gas properties
    
    
    32,887
    
    
    
    25,716Other property and equipment, net of accumulated
depreciation and amortization of $244 and $152
    
    
    428
    
    
    
    473Net property and equipment
    
    
    33,315
    
    
    
    26,189Restricted cash
    
    
    100
    
    
    
    100Other non-current assets
    
    
    
    
    
    
    220Total assets
    
    $
    35,620
    
    
    $
    39,243LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    880
    
    
    $
    1,371Current maturities of long-term debt and notes payable
    
    
    11,434
    
    
    
    8,488Accrued liabilities and other
    
    
    667
    
    
    
    1,503Total current liabilities
    
    
    12,981
    
    
    
    11,362Long-term debt and notes payable, less current maturities
    
    
    35
    
    
    
    48Asset retirement obligation
    
    
    161
    
    
    
    114Other long-term liabilities
    
    
    40
    
    
    
    Total liabilities
    
    
    13,217
    
    
    
    11,524Shareholders EquityCommon shares, no par value, authorized 200,000,000
shares, 73,484,395 and 72,524,493 issued and
outstanding
    
    
    67,946
    
    
    
    67,946Additional paid-in capital
    
    
    8,421
    
    
    
    7,608Accumulated deficit
    
    
    (53,964
    )
    
    
    (47,835
    )Total shareholders equity
    
    
    22,403
    
    
    
    27,719Total liabilities and shareholders equity
    
    $
    35,620
    
    
    $
    39,243
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BPI ENERGY HOLDINGS, INC.
 Consolidated Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedApril 30,
    
    
    April 30,2008
    
    
    2007
    
    
    2008
    
    
    2007RevenueGas sales
    
    $
    535
    
    
    $
    335
    
    
    $
    1,292
    
    
    $
    876Operating expensesLease operating expense
    
    
    403
    
    
    
    412
    
    
    
    1,038
    
    
    
    1,276General and administrative expenses
    
    
    1,250
    
    
    
    1,885
    
    
    
    4,654
    
    
    
    6,089Lease rentals and other operating expense
    
    
    168
    
    
    
    
    
    
    
    247
    
    
    
    Depreciation, depletion and amortization
    
    
    204
    
    
    
    215
    
    
    
    552
    
    
    
    591Total operating expenses
    
    
    2,025
    
    
    
    2,512
    
    
    
    6,491
    
    
    
    7,956Operating loss
    
    
    (1,490
    )
    
    
    (2,177
    )
    
    
    (5,199
    )
    
    
    (7,080
    )Other income (expense):Interest income
    
    
    10
    
    
    
    109
    
    
    
    141
    
    
    
    494Interest expense
    
    
    (735
    )
    
    
    (1
    )
    
    
    (767
    )
    
    
    (8
    )Other expense, net
    
    
    (323
    )
    
    
    
    
    
    
    (304
    )
    
    
    (1,048
    )
    
    
    108
    
    
    
    (930
    )
    
    
    486Net loss
    
    $
    (2,538
    )
    
    $
    (2,069
    )
    
    $
    (6,129
    )
    
    $
    (6,594
    )Basic and diluted net loss per share
    
    $
    (0.04
    )
    
    $
    (0.03
    )
    
    $
    (0.09
    )
    
    $
    (0.09
    )Weighted average common shares outstanding
    
    
    71,721,318
    
    
    
    70,036,326
    
    
    
    70,774,984
    
    
    
    69,642,804
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##### Table of Contents



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
includes non-vested portion of
restricted stock)
    
    
    2,246,235
    
    
    
    
    
    
    
    861
    
    
    
    
    
    
    
    861Shares forfeited
    
    
    (941,667
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Surrender of shares to pay taxes
    
    
    (344,666
    )
    
    
    
    
    
    
    (48
    )
    
    
    
    
    
    
    (48
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,129
    )
    
    
    (6,129
    )Balance, April 30, 2008
    
    
    73,484,395
    
    
    $
    67,946
    
    
    $
    8,421
    
    
    $
    (53,964
    )
    
    $
    22,403
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BPI ENERGY HOLDINGS, INC.
 Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
 Nine Months EndedApril 30,2008
    
    
    2007Cash Provided by (Used in):Operating ActivitiesNet loss
    
    $
    (6,129
    )
    
    $
    (6,594
    )Adjustments to reconcile net loss to net cash used in
operating activities:Depreciation, depletion, and amortization
    
    
    552
    
    
    
    591Share-based payments
    
    
    861
    
    
    
    1,046Loss on fair
value of commodity derivative contracts
    
    
    345
    
    
    
    Amortization of debt discount
    
    
    275
    
    
    
    Accretion of asset retirement obligation
    
    
    7
    
    
    
    5Changes in assets and liabilities:Accounts receivable
    
    
    (51
    )
    
    
    (25
    )Other current assets
    
    
    496
    
    
    
    (159
    )Accounts payable
    
    
    68
    
    
    
    (152
    )Accrued liabilities and other
    
    
    (1,141
    )
    
    
    7Other assets and liabilities
    
    
    220
    
    
    
    Net cash used in operating activities
    
    
    (4,497
    )
    
    
    (5,281
    )Investing ActivitiesAdditions to property and equipment
    
    
    (7,245
    )
    
    
    (6,795
    )Net cash used in investing activities
    
    
    (7,245
    )
    
    
    (6,795
    )Financing ActivitiesProceeds from issuance of debt
    
    
    1,721
    
    
    
    Payments on long-term debt and notes payable
    
    
    (15
    )
    
    
    (132
    )Payment of deferred financing costs
    
    
    (127
    )
    
    
    Payments for surrender of shares
    
    
    (48
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    1,531
    
    
    
    (132
    )Net decrease in cash and cash equivalents
    
    
    (10,211
    )
    
    
    (12,208
    )Cash and cash equivalents at the beginning of the year
    
    
    11,292
    
    
    
    19,279Cash and cash equivalents at the end of the period
    
    $
    1,081
    
    
    $
    7,071Supplementary disclosure of cash flow information:Interest paid
    
    $
    185
    
    
    $
    4Non-cash financing activity  interest paid-in-kind
(added to debt principal)
    
    $
    996
    
    
    $
    
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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
    6




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Use of Estimates
  Accounts Receivable
  Deferred Financing Costs
  Commodity Derivatives
   7




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Capitalized Interest
  8




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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.
  9




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Other Property and Equipment
  Income Taxes
    Loss Per Share
  April 30,
    
    April 30,2008
    
    2007Outstanding warrants
    
    
    1,037,200
    
    
    
    5,311,600Outstanding stock options
    
    
    1,579,931
    
    
    
    1,529,931Nonvested portion of restricted shares issued
    
    
    1,433,438
    
    
    
    2,437,3384,050,569
    
    
    
    9,278,869
 Recently Issued Accounting Standards
   10




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2. SHARE-BASED COMPENSATION
 SFAS No. 123(R)
  Incentive Stock Option Plan
  11




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Omnibus Stock Plan
    Weighted AverageWeighted Average
    
    Number
    
    RemainingExercise Price
    
    Outstanding
    
    Life (Years)
    
    Expiry Date$ 0.49
    
    
    345,000
    
    
    
    0.5
    
    
    November 3, 20080.70
    
    
    10,000
    
    
    
    1.4
    
    
    September 22, 20090.83
    
    
    50,000
    
    
    
    4.1
    
    
    June 7, 20121.26
    
    
    695,666
    
    
    
    1.6
    
    
    November 29, 20091.75
    
    
    10,000
    
    
    
    2.4
    
    
    September 23, 20101.80
    
    
    136,000
    
    
    
    1.9
    
    
    March 27, 20101.95
    
    
    333,265
    
    
    
    1.7
    
    
    January 20, 2010$ 1.27
    
    
    1,579,931
    
    
    
    1.5
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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
    
    
    $
    0.66Granted
    
    
    
    
    
    
    Vested
    
    
    (100,000
    )
    
    
    1.42Forfeited
    
    
    (510,000
    )
    
    
    0.85Nonvested at April 30, 2008
    
    
    1,433,438
    
    
    $
    0.96
  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
    
    
    
    326,465Three Months Ended April 30, 2008:Employee bonuses
    
    
    
    
    
    
    
    
    
    
    Directors fees
    
    
    
    
    
    
    382,500
    
    
    
    382,500
    
    
    
    382,500
    
    
    
    382,500Total number of shares granted
    
    
    1,034,770
    
    
    
    1,211,465
    
    
    
    2,246,235
 Employee Bonuses
  Directors Fees
  13




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3. OTHER CURRENT ASSETS
  April 30,
    
    
    July 31,2008
    
    
    2007Deferred financing costs
    
    $
    577
    
    
    $
    836Separation agreement costs
    
    
    133
    
    
    
    322Prepaid expenses and other
    
    
    269
    
    
    
    190$
    979
    
    
    $
    1,348
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4. OTHER NON-CURRENT ASSETS
  April 30,
    
    
    July 31,2008
    
    
    2007Separation Agreement
    
    $
    
    
    
    $
    59Advance royalties
    
    
    
    
    
    
    161$
    
    
    
    $
    220
  5. ACCRUED LIABILITIES AND OTHER
  April 30,
    
    
    July 31,2008
    
    
    2007Professional fees
    
    $
    319
    
    
    $
    133Unrealized loss on derivatives contracts
    
    
    305
    
    
    
    Employee compensation
    
    
    43
    
    
    
    1,112Separation agreement
    
    
    
    
    
    
    100Other
    
    
    
    
    
    
    158$
    667
    
    
    $
    1,503
 6. LONG-TERM DEBT AND NOTES PAYABLE
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April 30,
    
    
    July 31,2008
    
    
    2007Advances under GasRock Credit Agreement
    
    $
    11,732
    
    
    $
    9,060GMAC term note due in fiscal year 2009, 6.50%
    
    
    10
    
    
    
    14GMAC term notes due in fiscal year 2010, 6.1% to 6.50%
    
    
    52
    
    
    
    6211,794
    
    
    
    9,136Less unamortized debt discount
    
    
    (325
    )
    
    
    (600
    )Less current maturities
    
    
    (11,434
    )
    
    
    (8,488
    )Long-term debt and notes payable
    
    $
    35
    
    
    $
    48
  Remaining Fiscal Year 2008
    
    $
    10Fiscal Year 2009
    
    
    11,761Fiscal Year 2010
    
    
    23$
    11,794
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7. ASSET RETIREMENT OBLIGATIONS
   Nine Months Ended April 30,2008
    
    
    2007Beginning asset retirement obligation
    
    $
    114
    
    
    $
    71Additional liability incurred
    
    
    19
    
    
    
    7Accretion expense
    
    
    7
    
    
    
    3Change in estimate
    
    
    33
    
    
    
    35Asset retirement costs incurred
    
    
    (58
    )
    
    
    (36
    )Loss on settlement of liability
    
    
    46
    
    
    
    17$
    161
    
    
    $
    97
 8. CONCENTRATIONS
   9. INCOME TAXES
  18




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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
  20




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13. OTHER EXPENSE, NET
  Three Months Ended
    
    
    Nine Months EndedApril 30, 2008
    
    
    April 30, 2008Gain on
settlements of derivative contracts
    
    $
    
    
    
    $
    41Change in
fair value of derivative contracts
    
    
    (329
    )
    
    
    (345
    )Other
    
    
    6
    
    
    
    $
    (323
    )
    
    $
    (304
    )
  14. SUBSEQUENT EVENT
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Overview and Outlook
  21




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
    
    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 April 30, 2008 Compared to Three Months Ended April 30, 2007
  Three Months Ended April 30,
    
    
    Dollar
    
    
    %2008
    
    
    2007
    
    
    Variance
    
    
    ChangeRevenue:Gas sales
    
    $
    535,467
    
    
    $
    334,706
    
    
    $
    200,761
    
    
    
    60
    %Expenses:Lease operating expense
    
    
    402,571
    
    
    
    411,938
    
    
    
    (9,367
    )
    
    
    (2
    %)General and administrative expense
    
    
    1,250,359
    
    
    
    1,885,061
    
    
    
    (634,702
    )
    
    
    (34
    %)Lease rentals and other operating expense
    
    
    168,142
    
    
    
    
    
    
    
    168,142
    
    
    
    100
    %Depreciation, depletion and amortization
    
    
    203,989
    
    
    
    215,280
    
    
    
    (11,291
    )
    
    
    (5
    %)Total operating expenses
    
    
    2,025,061
    
    
    
    2,512,279
    
    
    
    (487,218
    )
    
    
    (19
    %)Operating loss
    
    
    (1,489,594
    )
    
    
    (2,177,573
    )
    
    
    687,979
    
    
    
    (32
    %)Other income (expense):Interest income
    
    
    10,214
    
    
    
    108,660
    
    
    
    (98,446
    )
    
    
    (91
    %)Interest expense
    
    
    (734,570
    )
    
    
    (1,437
    )
    
    
    (733,133
    )
    
    
    (51,018
    %)Other expense, net
    
    
    (322,571
    )
    
    
    
    
    
    
    (322,571
    )
    
    
    (100
    %)Total other income (expense), net
    
    
    (1,046,927
    )
    
    
    107,223
    
    
    
    (1,154,150
    )
    
    
    (1,071
    %)Net loss
    
    $
    (2,536,521
    )
    
    $
    (2,070,350
    )
    
    $
    (466,172
    )
    
    
    (23
    %)
 Revenue
 Lease operating expense 
 General and administrative expense 
 Three Months ended April 30,
    
    
    Dollar
    
    
    %2008
    
    
    2007
    
    
    Variance
    
    
    ChangeSalaries and benefits
    
    $
    275,026
    
    
    $
    956,479
    
    
    $
    (681,453
    )
    
    
    (71
    %)Share-based payments
    
    
    189,376
    
    
    
    211,381
    
    
    
    (22,005
    )
    
    
    (10
    %)Professional and regulatory
    
    
    587,763
    
    
    
    479,373
    
    
    
    108,390
    
    
    
    23
    %Other
    
    
    198,194
    
    
    
    237,828
    
    
    
    (39,634
    )
    
    
    (17
    %)Total general and administrative expense
    
    $
    1,250,359
    
    
    $
    1,885,061
    
    
    $
    (634,702
    )
    
    
    (34
    %)
  25




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Lease rentals and other operating expense 
 Depreciation, depletion and amortization expense 
 Interest income
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Interest expense
 Other expense
 Nine Months Ended April 30, 2008 Compared to Nine Months Ended April 30, 2007
  Nine months Ended April 30,
    
    
    Dollar
    
    
    %2008
    
    
    2007
    
    
    Variance
    
    
    ChangeRevenue:Gas sales
    
    $
    1,291,520
    
    
    $
    875,615
    
    
    $
    415,905
    
    
    
    47
    %Expenses:Lease operating expense
    
    
    1,038,065
    
    
    
    1,275,685
    
    
    
    (237,620
    )
    
    
    (19
    %)General and administrative expense
    
    
    4,653,830
    
    
    
    6,089,287
    
    
    
    (1,435,457
    )
    
    
    (24
    %)Lease rentals and other operating expense
    
    
    246,982
    
    
    
    
    
    
    
    246,982
    
    
    
    100
    %Depreciation, depletion and amortization
    
    
    551,872
    
    
    
    591,275
    
    
    
    (39,403
    )
    
    
    (7
    %)Total operating expenses
    
    
    6,490,749
    
    
    
    7,956,247
    
    
    
    (1,465,499
    )
    
    
    (18
    %)Operating loss
    
    
    (5,199,229
    )
    
    
    (7,080,632
    )
    
    
    1,881.404
    
    
    
    27
    %Other income (expense):Interest income
    
    
    140,745
    
    
    
    493,982
    
    
    
    (353,237
    )
    
    
    (72
    %)Interest expense
    
    
    (766,764
    )
    
    
    (7,616
    )
    
    
    (759,148
    )
    
    
    (9,968
    %)Other expense, net
    
    
    (304,394
    )
    
    
    
    
    
    
    (304,394
    )
    
    
    100
    %Total other income (expense), net
    
    
    (930,413
    )
    
    
    486,366
    
    
    
    (1,416,779
    )
    
    
    (291
    %)Net loss
    
    $
    (6,129,642
    )
    
    $
    (6,594,266
    )
    
    $
    464,625
    
    
    
    (7
    %)
 Revenue
 Lease operating expense 
 27




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##### Table of Contents



General and administrative expense 
 Nine months ended April 30,
    
    
    Dollar
    
    
    %2008
    
    
    2007
    
    
    Variance
    
    
    ChangeSalaries and benefits
    
    $
    1,292,853
    
    
    $
    2,526,871
    
    
    $
    (1,234,018
    )
    
    
    (49
    %)Share-based payments
    
    
    860,856
    
    
    
    1,088,684
    
    
    
    (227,828
    )
    
    
    (21
    %)Professional and regulatory
    
    
    1,816,709
    
    
    
    1,797,909
    
    
    
    18,800
    
    
    
    1
    %Other
    
    
    683,412
    
    
    
    675,823
    
    
    
    7,589
    
    
    
    1
    %Total general and administrative expense
    
    $
    4,653,830
    
    
    $
    6,089,287
    
    
    $
    (1,435,457
    )
    
    
    (24
    %)
     Lease rentals and other operating expense 
 28




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##### Table of Contents



Depreciation, depletion and amortization expense
 Interest income
 Interest expense
 Other expense
 Critical Accounting Policies and Estimates
   Capitalized Interest
  29




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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.
  30




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31




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##### Table of Contents



Cautionary Statement Concerning Forward-Looking Statements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 Commodity Risk
    32




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##### Table of Contents



Interest Rate Risk
  Financial Instruments
  Inflation and Changes in Prices
  33




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##### Table of Contents



Item 4. Controls and Procedures.
   
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
 Drummond Coal Co. Litigation
      34




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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.
  35




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36




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 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.
 37




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##### Table of Contents



SIGNATURES
  BPI ENERGY HOLDINGS, INC.Date: June 16, 2008
    /s/ James G. AzleinJames G. Azlein,President and Chief Executive Officer/s/ Randall L. ElkinsRandall L. Elkins,Controller and Acting Chief Financial Officer 38