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): December 4, 2008

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

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:

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

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

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

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

 

 

Item 7.01		Regulation FD Disclosure.

On December 5, 2008, BPI Energy Holdings, Inc. (“BPI”) issued the press release that is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference. The Attorney-Client Contingent Fee Agreement, dated November 26, 2008, by and between BPI, BPI Energy, Inc., Bolen Robinson and Ellis, LLP and Holland, Groves, Schneller & Stolze, LLC referenced in such press release is attached hereto as Exhibit 99.2 and is hereby incorporate herein by reference.

The information contained in this Current Report on Form 8-K and the attached exhibits is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section. Furthermore, this information shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended. The submission of this Current Report on Form 8-K is not an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Item 9.01		Financial Statements and Exhibits.

(d)

Exhibits.

99.1		Press Release of BPI Energy Holdings, Inc., dated December 5, 2008.
99.2		The Attorney-Client Contingent Fee Agreement, dated November 26, 2008, by and between BPI, BPI Energy, Inc., Bolen Robinson and Ellis, LLP and Holland, Groves, Schneller & Stolze, LLC.

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.

Date: December 8, 2008

EXHIBIT INDEX

Exhibit No.				Description
99.1				Press Release of BPI Energy Holdings, Inc., dated December 5, 2008.
99.2				The Attorney-Client Contingent Fee Agreement, dated November 26, 2008, by and between BPI, BPI Energy, Inc., Bolen Robinson and Ellis, LLP and Holland, Groves, Schneller & Stolze, LLC.