8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2007

__________

BPI Energy Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada	001-32695	75-3183021
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

30775 Bainbridge Road, Suite 280, Solon, Ohio	44139
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (440) 248-4200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a) On October 3, 2007, BPI Energy Holdings, Inc. (“BPI”) received a letter from the American Stock Exchange (“Amex”) informing BPI that it is currently not in compliance with Rule 121(B)(2)(a) of the Amex Company Guide, which requires BPI’s audit committee to consist of at least three independent directors. BPI’s Audit Committee membership decreased to two directors upon William J. Centa’s resignation from the Board of Directors on September 13, 2007 (as reported in BPI’s Form 8-K filed with the Securities and Exchange Commission on September 19, 2007). The letter from Amex is a “warning letter” and provides BPI until January 3, 2008 to regain compliance with the Amex requirements by appointing an additional independent director to serve on the Audit Committee. BPI has commenced a search for a qualified individual to fill its Audit Committee vacancy and expects to fill the vacancy within a reasonable time.

     On October 9, 2007, pursuant to Section 402(g) of the Amex Company Guide, BPI issued a press release reporting its receipt of the warning letter and its intention to regain compliance as soon as practicable. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press Release of BPI Energy Holdings, Inc., dated October 9, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BPI Energy Holdings, Inc.
By:	/s/ James G. Azlein
	James G. Azlein
	Chief Executive Officer and President

Date: October 9, 2007

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of BPI Energy Holdings, Inc. dated October 9, 2007.

EX-99.1

Exhibit 99.1

30775 Bainbridge Road, Suite 280
Solon, OH 44139 U.S.A.
Tel: (440) 248-4200
Fax: (440) 249-4240

Press Release FOR IMMEDIATE RELEASE

BPI Receives Letter from American Stock Exchange

CLEVELAND—October 9, 2007—BPI Energy Holdings, Inc. (Amex: BPG), today announced that it received a letter from the American Stock Exchange dated October 3, 2007 advising BPI that it currently does not satisfy the provisions of Rule 121(B)(2)(a) of the American Stock Exchange Company Guide. This rule requires BPI to have at least three independent members on its Audit Committee. BPI currently has only two members on its Audit Committee as a result of a director resignation on September 13, 2007. The American Stock Exchange granted BPI until January 3, 2008 to correct the noncompliance. BPI has commenced a search for a qualified individual to fill the Audit Committee vacancy and expects to fill the vacancy within a reasonable time.

About BPI Energy
BPI Energy (BPI) is an independent energy company engaged in the exploration, production and commercial sale of coalbed methane (CBM) in the Illinois Basin, which covers approximately 60,000 square miles in Illinois, southwestern Indiana and northwestern Kentucky. The company currently controls the dominant CBM acreage position in the Illinois Basin at approximately 500,000 acres.

News releases and other information on the company are available on the Internet at:
http://www.bpi-energy.com

Some of the statements contained in this press release may be deemed to be forward-looking in nature, outlining future expectations or anticipated operating results or financial conditions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results or conditions to differ materially from the information expressed or implied by these forward-looking statements. Some of the factors that could cause actual results or conditions to differ materially from our expectations, include, but are not limited to: (a) our inability to generate sufficient income or obtain sufficient financing to fund our operations or drilling plan through July 31, 2008, or thereafter; (b)

our inability to retain our acreage rights at our projects, at the expiration of our lease agreements, due to insufficient CBM production, or for other reasons; (c) our failure to accurately forecast CBM production; (d) displacement of our CBM operations by coal-mining operations, which have superior rights in most of our acreage; (e) our failure to accurately forecast the number of wells that we can drill; (f) a decline in the prices that we receive for our CBM production; (g) our failure to accurately forecast operating and capital expenditures and capital needs due to rising costs or different drilling or production conditions in the field; (h) our inability to attract or retain qualified personnel with the requisite CBM or other experience; and (i) unexpected economic and market conditions, in the general economy or the market for natural gas. We caution readers not to place undue reliance on these forward-looking statements.

CONTACTS:

Matthew J. Dennis, CFA
Sr. Managing Director
Clear Perspective Group, LLC
(440) 363-7093
ir@bpi-energy.com

James V. Constas
Director
EnerCom, Inc.
(303) 296-8834
jconstas@enercominc.com

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