Dynamotive Energy Systems (DYMTF) 20-F/A 2002 FY Annual report (foreign) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM 20-F/A

[    ]

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ X ]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

December 31, 2002

OR

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _________

__ to __________________

Commission File Number:

0-27524

DYNAMOTIVE ENERGY SYSTEMS CORPORATION

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s Name into English)

British Columbia, Canada

Jurisdiction of incorporation or organization)

Suite 105

1700 West 75th Avenue

Vancouver, British Columbia

V6P 6G2

(Address of principal executive offices)

Page 1 of 5 Pages

Securities registered or to be registered pursuant to Section 12(b) of the Act.

None

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares Without Par Value

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

49,941,000 Common Shares Without Par Value at December 31, 2002

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]

No [   ]

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 [X]

Item 18 [   ]

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [   ]       No [   ]         Not applicable [X]

This amendment is filed to add the signature of the Company’s Auditors’ which was inadvertedly omitted in the filing of the Form 20-F on August 18, 2003.

AUDITORS’ REPORT

To the Shareholders of

DynaMotive Energy Systems Corporation

We have audited the consolidated balance sheets of DynaMotive Energy Systems Corporation as at December 31, 2002 and 2001 and the consolidated statements of loss, deficit and cash flows for each of the years in the three year period ended December 31, 2002. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian and U.S. generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at December 31, 2002 and 2001 and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2002 in accordance with Canadian generally accepted accounting principles. As required by the Company Act (British Columbia), we report that, in our opinion, these principles have been applied on a consistent basis except for the change in accounting of stock based compensation and impairment of long-lived assets which is disclosed in Note 3 to the consolidated financial statements.

Vancouver, Canada,

August 1, 2003.

/s/ Ernst & Young, LLP Chartered Accountants

Comments by Auditor for U.S. Readers on Canada-United States Reporting Difference

United States reporting standards for auditors require the addition of an explanatory paragraph when the financial statements are affected by conditions and events that cast substantial doubt on the company’s ability to continue as a going concern, such as those described in Note 1 to the financial statements. Although we conducted our audits in accordance with both Canadian generally accepted auditing standards and United States generally accepted auditing standards, our report to the shareholders dated August 1, 2003 is expressed in accordance with Canadian reporting standards which do not permit a reference to such conditions and events in the auditor’s report when these are adequately disclosed in the financial statements.

Vancouver, Canada,

August 1, 2003.

/s/ Ernst & Young, LLP Chartered Accountants

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing this amendment to the Form 20-F and that it has duly caused and authorized the undersigned to sign this amendment (annual report) on its behalf.

DynaMotive Energy Systems Corporation

Date: August 19, 2003

By:

       /S/ R. Andrew Kingston

R. Andrew Kingston

President and Chief Executive Officer

By:

       /S/ Brian Richardson

Brian Richardson

Chief Financial Officer