As filed with the Securities and Exchange Commission on September 11, 2001
Registration No. 333 ------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DYNAMOTIVE ENERGY SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
BRITISH COLUMBIA NONE
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
105-1700 WEST 75TH AVENUE, VANCOUVER, BRITISH COLUMBIA, V6P 6G2
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
DYNAMOTIVE ENERGY SYSTEMS CORPORATION 1993 STOCK OPTION PLAN
(Full Title of the Plan)
JAMES ACHESON
CHIEF OPERATING OFFICER
DYNAMOTIVE ENERGY SYSTEMS CORPORATION
134 N. VAN NESS AVENUE, LOS ANGELES CA 90004
(Name and Address of agent for service)
(323) 460-4900
(Telephone Number, including area code, of agent for service)
WITH A COPY TO:
LAWRENCE D. LEVIN, ESQ.
KATTEN MUCHIN ZAVIS
525 WEST MONROE STREET, SUITE 1600
CHICAGO, ILLINOIS 60661
(312) 902-5200
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(1) offering price aggregate offering registration
per share(2) price(2) fee
- ----------------------------------------------------------------------------------------------
Common Stock
no par value 4,837,438 shares $0.8075 $3,906,231.10 $976.56
- ----------------------------------------------------------------------------------------------
(1) Includes an indeterminate number of shares of DynaMotive Energy Systems
Corporation Common Stock ("Common Stock") that may be issuable by
reason of stock splits, stock dividends or similar transactions in
accordance with Rule 416 under the Securities Act of 1933.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average high and low sales
prices of the Common Stock as reported on the over-the-counter bulletin
board market on September 7, 2001.
This Registration Statement on Form S-8 registers additional securities
of the same class as other securities for which a registration statement on
Form S-8 relating to the DynaMotive Energy Systems Corporation 1993 Stock
Option Plan is effective. Accordingly, pursuant to General Instruction E to
Form S-8, the Registration Statement on Form S-8 (File No. 333-8174) filed by
the Registrant with the Securities and Exchange Commission on December 31,
1997 is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the SEC by DynaMotive
Energy Systems Corporation are incorporated by reference into this
registration statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
(b) the Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2001; and
(c) the description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A filed with the SEC as of
February 27, 1996.
In addition, all documents filed by DynaMotive Energy Systems Corporation
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, after the date of this registration statement and before the
filing of a post-effective amendment shall be deemed to be incorporated by
reference in this registration statement.
ITEM 8. EXHIBITS
4.1(a) Company Act Memorandum of DynaMotive Energy Systems Corporation, as
amended to date (filed as Exhibit 3.1 to the Company's Quarterly
Report on Form 10- QSB filed on August 15, 2000 and incorporated
herein by reference).
4.1(b) Amendment to the Company Act Memorandum of DynaMotive Energy
Systems Corporation (filed as Exhibit 3.1(b) to the Company's
Quarterly Report on Form 10-Q filed on August 14, 2001 and
incorporated herein by reference).
4.2 Articles of DynaMotive Energy Systems Corporation, as amended to
date (filed as Exhibit 3.2 to the Company's Quarterly Report on
Form 10-QSB filed on August 15, 2000 and incorporated herein by
reference.)
4.3 The DynaMotive Energy Systems Corporation 1993 Stock Option Plan.
4.4 Specimen stock certificate representing Common Stock, incorporated
herein by reference to Exhibit 4.1 to the Company's Registration
Statement on Form SB-2 (File No. 33-98622).
5 Opinion of Lang Michener Lawrence & Shaw as to the legality of the
shares of Common Stock being offered under the Plan.
23.1 Consent of independent auditors.
23.2 Consent of Lang Michener Lawrence & Shaw (contained in their
opinion filed as Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933:
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable) each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other that the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, Province of British Columbia, on
September 10, 2001.
DYNAMOTIVE ENERGY SYSTEMS CORPORATION
By: /s/Andrew Kingston
------------------
Andrew Kingston
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Andrew Kingston his true and lawful attorneys-in-fact and agent, with full
power of substitution and revocation, to sign on his behalf, individually and
in each capacity stated below, all amendments and post-effective amendments to
this Registration Statement on Form S-8 and to file the same, with all
exhibits thereto and any other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, granting
unto such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming each act that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 10, 2001.
SIGNATURES TITLE
/s/Andrew Kingston
- -----------------------------------------
Andrew Kingston President/Chief Executive Officer and
Director
/s/Richard Chen-Hsing Lin
- -----------------------------------------
Richard Chen-Hsing Lin Chairman and Vice President of
Asian Affairs and Director
/s/Bayne E. Boyes
- -----------------------------------------
Bayne E. Boyes Director
/s/James Miller
- -----------------------------------------
James Miller, Ph.D. Director
/s/Curtin Winsor
- -----------------------------------------
Curtin Winsor, Ph.D. Director
/s/Steve Ives
- -----------------------------------------
Steve Ives Chief Financial Officer and Director
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.3 The DynaMotive Energy Systems Corporation 1993 Stock Option Plan.
5 Opinion of Lang Michener Lawrence & Shaw as to the legality of the
shares of Common Stock being offered under the Plan.
23.1 Consent of independent auditors.
23.2 Consent of Lang Michener Lawrence & Shaw (contained in their opinion
filed as Exhibit 5).
24 Power of Attorney (included on the signature page of this Registration
Statement)
Exhibit 4.3
THE DYNAMOTIVE ENERGY SYSTEMS CORPORATION
1993 STOCK OPTION PLAN
SECTION 1: PURPOSE; DEFINITIONS
The DynaMotive Energy Systems Corporation Stock Option Plan (the "Plan")
was established in 1993 to enable DynaMotive Energy Systems Corporation to
reward officers, directors, key employees and outside consultants so as to
encourage them to expend special efforts to increase shareholder value and
develop mutually beneficial long-term business relationships. The amended and
restated Plan set forth herein is a continuation of the Plan as originally
adopted in 1993.
For purposes of the Plan, the following terms shall be defined as set forth
below:
(a) "BOARD" means the Board of Directors of the Company.
(b) "CODE" means the United States Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto.
(c) "COMMITTEE" means the committee appointed by the Board to administer
the Plan in accordance with Section 2.
(d) "COMPANY" means DynaMotive Energy Systems Corporation.
(e) "ELIGIBLE EMPLOYEE" means an employee, director, consultant or advisor
of the Company as described in Section 4.
(f) "FAIR MARKET VALUE" means, as of any given date, the average of the
high and low trading prices of the Stock on the NASD's Over the
Counter Bulletin Board on such date, or if the Stock did not trade on
such date, on the next preceding day on which trades were made.
(g) "INCENTIVE STOCK OPTION" means any Stock Option intended to qualify as
an "incentive stock option" within the meaning of Section 422 of the
Code.
(h) "INCOME TAX ACT" means the Canadian income tax act as currently in
effect, as amended from time to time, or any successor thereto.
(i) "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option.
(j) "PARTICIPANT" means any Eligible Employee selected by the Committee to
receive grants under the Plan.
(k) "STOCK" means the common stock of the Company.
(l) "STOCK OPTION" means any option to purchase shares of Stock granted
pursuant to Section 5.
SECTION 2: ADMINISTRATION
The Plan shall be administered by a Committee composed of not fewer than
two members of the Board. Members of the Committee shall be appointed by the
Board and shall serve at the pleasure of the Board.
The Committee shall have the power and authority, in its discretion:
(i) to select Participants from among the Eligible Employees;
(ii) to determine whether and to what extent Stock Options, Restricted
Stock, or any combination of the foregoing, are to be granted to
Eligible Employees hereunder;
(iii) to determine the number of shares of Stock to be covered by each such
award granted hereunder;
(iv) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder; and
(v) to determine the terms and conditions of any written instruments
evidencing Stock Options, Restricted Stock, or any combination of the
foregoing awarded under the Plan.
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of
the Plan and any award issued under the Plan (and any agreements relating
thereto); and to otherwise supervise the administration of the Plan.
All decisions made by the Committee pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and the
Participants.
SECTION 3: STOCK SUBJECT TO PLAN
Subject to adjustment in accordance with the second and third paragraphs of
this Section 3, the maximum number of shares of Stock reserved and available
for awards made under the Plan in any calendar year shall be equal to no
greater than an aggregate of 15% of the total amount of the shares of common
Stock outstanding of the Company.
To the extent that a Stock Option expires or is otherwise terminated
without being exercised, the shares of Stock underlying such Stock Option
shall again be available for issuance in connection with future awards under
the Plan.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, the Committee shall make an appropriate adjustment in (i)
the aggregate number of shares of Stock reserved for issuance under the Plan
or for which awards may be made under the Plan, and (ii) the number and Option
Price of shares of Stock subject to outstanding Stock Options granted under
the Plan; provided, that the number of shares of Stock subject to any award
shall always be a whole number. The Committee may make other substitutions or
adjustments, but no such substitution or adjustment shall be effective if it
would cause any Stock Option previously granted to an individual described in
Section 162(m)(3) of the Code to fail to qualify for the performance-based
compensation exception prescribed by Section 162(m)(4)(C) of the code; and
further provided, that no such substitution or adjustment shall be effective,
without the Participant's consent, if it would cause the Incentive Stock
Options status of any Stock Option held by the Participant to be impaired. A
sale of all or substantially all of the assets of the Company for which a
substantial portion of the consideration provided consists of securities shall
be deemed a consolidation, amalgamation or merger for the purposes hereof.
Shares issued pursuant to Plan awards may consist in whole or in part of
authorized and unissued shares or of treasury shares.
SECTION 4: ELIGIBILITY
Officers, directors, key employees of the Company and consultants and
advisors to the Company who are responsible for or contribute to the growth
and/or profitability of the business of the Company shall be deemed to be
Eligible Employees who eligible to be granted awards hereunder. The
Participants under the Plan shall be selected from time to time by the Plan
Administering Committee from among those Eligible Employees, and the Committee
shall determine the number of shares of Stock covered by each award.
SECTION 5: STOCK OPTIONS
Stock Options may be granted alone, in addition to or in combination with
other awards granted under the Plan. Any Stock Option granted under the Plan
shall be in such form as the Plan Administering Committee may from time to
time approve, and the provisions of Stock Option awards need not be the same
with respect to each Participant. Recipients of Stock Options shall enter
into a stock option agreement with the Company, in such form as the Committee
shall determine, which agreement shall set forth, either expressly or by
incorporation of the terms of the Plan, among other things, the Option Price,
the term of the Stock Option and provisions regarding exercisability of the
Stock Option granted thereunder.
Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options. The Committee shall have
the authority to grant any Participant Incentive Stock Options, Non-Qualified
Stock Options, or both types of stock options as designated.
Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Committee may determine:
(a) OPTION PRICE. The Option Price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the date of grant but in
the case of an Incentive Stock Option shall be not less than 100% of the Fair
Market Value of the Stock on such date.
(b) OPTION TERM. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten years after
the date such Stock Option is granted.
(c) EXERCISABILITY. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at or after grant. The Committee may accelerate the exercisability
of a Stock Option at any time, to such extent as it may determine.
(d) TIMING AND METHOD OF EXERCISE. The exercise of a Stock Option shall
be accomplished by giving written notice of exercise to the Company specifying
the number of shares of Stock to be purchased, accompanied by payment in full
of the Option Price in cash or certified check payable to the Company. The
Company shall, prior to the delivery of any shares of Stock subject to an
exercise, make arrangements for the payment of withholding taxes, if any, as
provided in Section 6(d).
(e) NON-TRANSFERABILITY OF OPTIONS. No Incentive Stock Option shall be
transferable by the Participant otherwise than by will or by the laws of
descent and distribution, and all Incentive Stock Options shall be
exercisable, during the Participant's lifetime, only by the Participant. Non-
qualified Stock Options shall be transferable only to the extent, if any,
determined by the Committee.
(f) TERMINATION OF ELIGIBLE EMPLOYEES BY REASON OF DEATH OR DISABILITY.
If a Participant's employment with the Company terminates by reason of death,
any Stock Option held by the Participant at time of death may thereafter be
exercised, to the extent exercisable immediately prior to death (or on such
accelerated basis as the Committee shall determine at or after grant), by the
legal representative of the estate of the Participant for a period within one
year after the date of Employee's death. If the termination is for reason of
Disability, any Stock Option held by such Participant may thereafter be
exercised to the extent it was exercisable at the time of such termination (or
on such accelerated basis as the Committee shall determine at or after grant),
for a period of one year (or such shorter period as the Committee shall
specify at grant) from the date of such termination of employment or until the
expiration of the stated term of such Stock Option, whichever period is
shorter, provided, however, that, if the Participant dies within such one-year
period (or such shorter period as the Committee shall specify at grant), any
unexercised Stock Option held by such Participant shall thereafter be
exercisable to the extent to which it was exercisable at the time of death for
a period of one year (or such shorter period as the Committee shall specify at
grant) from the time of such death or until the expiration of the stated term
of such Stock Option, whichever period is shorter.
(g) OTHER TERMINATION. Except as otherwise provided in this Section 5,
unless otherwise determined by the Committee, if a Participant's employment
with the Company terminates for any reason other than death or Disability, the
Stock Option may thereafter be exercised to the extent it was exercisable at
the time of such termination (or on such accelerated basis as the Committee
shall determine at or after grant) for the lesser of thirty (30) calendar days
from the date of termination or until the expiration of such Stock Option's
term; provided, that if the Participant's employment is terminated for cause,
all Stock Options then held by the Participant may provide that they are
terminated immediately.
SECTION 6: GENERAL PROVISIONS
(a) The Committee may require each person purchasing shares of Stock
pursuant to a Stock Option to represent to and agree with the Company
in writing that such person is acquiring the shares of Stock without a
view to distribution thereof. The certificates for such shares of
Stock may include any legend which the Committee deems appropriate to
reflect any restrictions on transfer.
(b) All certificates for shares of Stock delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock
exchange upon which the Stock is then listed, and any applicable
Federal or state securities law, and the Committee may cause a legend
or legends to be put on any such certificates to make appropriate
references to such restrictions.
(c) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases. The
Plan shall not interfere in any way with the right of the Company to
terminate the employment of any of its employees at any time or to
terminate the services of any consultant or advisor to the Company.
(d) Each Participant may be required to pay, no later than the date as of
which the value of an award first becomes includible in the gross
income of the Participant for Federal income tax purposes, to the
Company, or make arrangements satisfactory to the Company regarding
payment of, any Federal, state, or local taxes of any kind required by
law to be withheld with respect to the award. The obligations of the
Company under the Plan shall be conditional on such payment or
arrangements and the Company (and, where applicable, its Subsidiaries)
shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the
Participant.
(e) No member of the Board or the Committee, nor any officer or employee
of the Company acting on behalf of the Board or the Committee, shall
be personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members
of the Board or the Committee and each and any officer or employee of
the Company acting on their behalf shall, to the extent permitted by
law, be fully indemnified and protected by the Company in respect of
any such action, determination or interpretation.
SECTION 7: EFFECTIVE DATE OF PLAN
The Plan as herein amended is presently in effect.
SECTION 8: TERM OF PLAN
No Stock Option or Restricted Stock award shall be granted under the Plan
on or after June 30, 2003, but awards granted prior to said date may extend
beyond that date.
Exhibit 5
OPINION OF LANG MICHENER
File Number: 53633-1
Web site: www.lmls.com
Direct Line: (604) 691-7483
E-Mail: bzinkhofer@lmls.com
September 6, 2001
DynaMotive Energy Systems Corporation
#105 - 1700 W. 75th Avenue
Vancouver, B.C. V6P 6G2
LADIES AND GENTLEMEN:
We have acted as counsel for DynaMotive Energy Systems Corporation, a
British Columbia corporation (the "Company"), in connection with the
preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") for the registration for sale under the Securities
Act of 1933, as amended (the "Act"), of 4,837,438 additional shares of the
Company's no par value common stock, (the "Common Stock"), which may be issued
pursuant to the DynaMotive Energy Systems Corporation 1993 Share Incentive
Plan, as amended (the "Plan"). This opinion is being furnished in accordance
with the requirements of Item 605(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined and relied upon originals
or copies, certified or otherwise identified to our satisfaction, of the
following:
(1) The Registration Statement;
(2) Articles of the Company;
(3) Records of proceedings and actions of the Board of Directors and the
Stockholders of the Company relating to the amendments to the Plan;
(4) The Plan;
(5) Certificates of public officials, officers, representatives and agents
of the Company, and we have assumed that all of the representations
contained therein are accurate and complete; and
(6) Such other instruments, documents, statements and records of the
Company and others as we have deemed relevant and necessary to examine
and rely upon for the purpose of this opinion.
In connection with this opinion, we have assumed the legal capacity of all
natural persons, accuracy and completeness of all documents and records that
we have reviewed, the genuineness of all signatures, the authenticity of the
documents submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as certified, conformed or
reproduced copies.
Based upon and subject to the foregoing, we are of the opinion that the
additional 4,837,438 shares of Common Stock issuable under the Plan, when
issued and delivered by the Company in accordance with the terms of the Plan,
will be validly issued, fully paid and nonassessable securities of the
Company.
Our opinion expressed above is limited to the Company Act of the Province
of British Columbia, and we do not express any opinion herein concerning any
other laws. In addition, we express no opinion herein concerning any
statutes, ordinances, administrative decisions, rules or regulations of any
county, town, municipality or special political subdivision (whether created
or enabled through legislative action at the federal, state or regional
level). This opinion is given as of the date hereof and we assume no
obligation to advise you of changes that may hereafter be brought to our
attention. In connection therewith, we hereby consent to the use of this
opinion for filing as Exhibit 5 to the Registration Statement.
Yours very truly,
LANG MICHENER
"Lang Michener"
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-XXXX) pertaining to the DynaMotive Energy Systems
Corporation 1993 Stock Option Plan (formerly DynaMotive Technologies
Corporation) of our report dated April 12, 2001, with respect to the
consolidated financial statements of DynaMotive Technologies Corporation
included in the Annual Report (Form 10-K) for the year ended December 31,
2000, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Vancouver, Canada Chartered Accountants
September 7, 2001