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

to

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.

Exhibit No.	Description
23.1	Consent of De Visser Gray, Chartered Accountants
23.3	Consent of Schlumberger Technology Corporation
23.4	Consent of Meaden & Moore, Ltd.

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

EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of De Visser Gray, Chartered Accountants
23.3	Consent of Schlumberger Technology Corporation
23.4	Consent of Meaden & Moore, Ltd.

EX-23.1

Exhibit 23.1

DE VISSER GRAY
CHARTERED ACCOUNTANTS

401 — 905 West Pender Street
Vancouver, BC Canada
V6C 1L6

Tel: (604) 687-5447
Fax: (604) 687-6737

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to (i) the reference to our firm under the caption “Experts” and the use of our report dated October 12, 2004, in the Post-Effective Amendments No. 1 to the Registration Statements on Form S-1 (Registration No. 333-130122 and Registration No. 333-125483) filed on May 11, 2006 and (ii) the use of our report dated October 12, 2004 in the related prospectus supplements filed on or about the date hereof of BPI Energy Holdings, Inc. for the registration of shares of its common stock.

/s/ De Visser Gray

Vancouver, British Columbia
November 3, 2006

EX-23.3

Exhibit 23.3

Data & Consulting Services
Division of Schlumberger Technology Corporation
 

1310 Commerce Drive
Park Ridge 1
Pittsburgh, PA 15275-1011
Tel: 412-787-5403
Fax: 412-787-2906

November 3, 2006

Mr. Randy L. Elkins
BPI Energy Holdings, Inc.
30775 Bainbridge Road
Suite 280
Solon, Ohio 44139

Dear Mr. Elkins:

RE: CONSENT OF SCHLUMBERGER TECHNOLOGY CORPORATION

As an independent oil and gas consultant, Schlumberger Technology Corporation hereby consents to the use of and references to its name and the name of its Data & Consulting Services Division and to the inclusion of and references to its report prepared for BPI Energy Holdings, Inc. entitled “Reserve and Economic Evaluation of Proved Reserves of Certain BPI Energy, Inc. Oil and Gas Interests as of 31 July 2005,” and any of the information contained therein, in the Post-Effective Amendments No. 1 to Form S-1 Registration Statements (Registration No. 333-130122 and Registration No. 333-125483) of BPI Energy Holdings, Inc. filed with the Securities and Exchange Commission on May 11, 2006. In addition, Schlumberger Technology Corporation hereby consents to the use of and references to its name and the name of its Data & Consulting Services Division and to the inclusion of and references to its report prepared for BPI Energy Holdings, Inc. entitled “Reserve and Economic Evaluation of Proved Reserves of Certain BPI Energy, Inc. Oil and Gas Interests as of 31 July 2006,” and any of the information contained therein, in the prospectus supplements relating to the foregoing registration statements filed on or about the date hereof.

Sincerely,

/s/ Charles M. Boyer II

Charles M. Boyer II, PG
DCS Operations Manager
Pittsburgh Consulting Services
Division of Schlumberger Technology Corporation

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to (i) the reference to our firm under the caption “Experts” in the Post-Effective Amendments No. 1 to the Registration Statements on Form S-1 (Registration No. 333-130122 and Registration No. 333-125483) filed on May 11, 2006, (ii) the use of our report dated September 21, 2005 in the Post-Effective Amendments No. 1 to the Registration Statements on Form S-1 (Registration No. 333-130122 and Registration No. 333-125483) filed on May 11, 2006, and (iii) the use of our report dated October 13, 2006 in the related prospectus supplements filed on or about the date hereof of BPI Energy Holdings, Inc. for the registration of shares of its common stock.

/s/ Meaden & Moore, Ltd.

MEADEN & MOORE, LTD.
Independent Registered Public Accounting Firm

November 3, 2006
Cleveland, Ohio