Edgar Filing: BPI Energy Holdings, Inc.

Exhibit No.

Description

Consent of De Visser Gray, Chartered Accountants

Consent of Schlumberger Technology Corporation

Consent of Meaden & Moore, Ltd.

BPI ENERGY HOLDINGS, INC. POS EX

As filed with the Securities and Exchange Commission on November 3, 2006

Registration No. 333-130122

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective

Amendment No. 2

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BPI ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


British Columbia, Canada	1311	75-3183021
(State or other jurisdiction of	(Primary standard industrial	(I.R.S. employer
incorporation or organization)	classification code number)	identification number)

30775 Bainbridge Road, Suite 280

Solon, Ohio 44139

(440) 248-4200

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

James G. Azlein

President and Chief Executive Officer

30775 Bainbridge Road, Suite 280

Solon, Ohio 44139

(440) 248-4200

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Derek D. Bork

Thompson Hine LLP

127 Public Square, Suite 3900

Cleveland, Ohio 44114

(216) 566-5500

Approximate date of commencement of proposed sale to the public: From time to time after the registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Explanatory Note

This Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-130122) is being filed pursuant to Rule 462(d) solely for the purpose of adding Exhibits 23.1, 23.3 and 23.4 to such Registration Statement. These exhibits replace and supersede the exhibits filed under the same numbers in the Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed on May 11, 2006.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits: The following exhibits are filed as part of this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this post-effective amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Solon, Ohio, on November 3, 2006.


	BPI Energy Holdings, Inc.

Date: November 3, 2006	By:	/s/ James G. Azlein

		James G. Azlein, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to registration statement has been signed by the following persons in the capacities and on the date indicated.


Signature		Title

/s/ James G. Azlein		President, Chief Executive Officer and Director

James G. Azlein

/s/ Randy Elkins		Controller and Acting Chief Financial Officer

Randy Elkins		(Principal Financial and Accounting Officer)

/s/ Dennis Carlton		Director

Dennis Carlton

/s/ William J. Centa		Director

William J. Centa

/s/ David E. Preng		Director

David E. Preng

/s/ Costa Vrisakis		Director

Costa Vrisakis

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