FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR April 30, 2008 DYNAMOTIVE ENERGY SYSTEMS CORPORATION (Exact name of Registrant as specified in its charter) ----------------- Suite 230-1700 West 75th Avenue Vancouver, BC Canada V6P 6G2 (604) 267-6000 (Address of principal executive offices) ----------------- [Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:] FORM 20-F X FORM 40-F --- --- [Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.] YES NO X --- --- [If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):] Not applicable FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company --------------------------- DynaMotive Energy Systems Corporation (the "Issuer") 230-1700 West 75th Avenue Vancouver, BC V6P 6G2 Tel. (604) 267-6013 Item 2 Date of Material Change ----------------------- April 29, 2008 Item 3 News Release ------------ Issued April 29, 2008 and disseminated via Business Wire. Item 4 Summary of Material Change -------------------------- VANCOUVER, BC, April 29, 2008 - Dynamotive Energy Systems Corporation (OTCBB: DYMTF), a leader in ligno-cellulosic biomass based fuels technology, today reported its fourth quarter and full year 2007 results. The Company's Comprehensive Loss (including foreign currency adjustment of $6.2 million), was $8.0 million for the Year 2007. Excluding the foreign currency adjustment, the company's 2007 Net Loss was $14.2 million, or $0.08 per share, compared with a net loss of $14.3 million, or $0.09 per share, for 2006. Excluding Stock based compensation, the Company's Net Loss for 2007 was $10.6 million (2006 $9.9 million). (All figures are in US dollars) For the three months ended December 31, 2007, the company reported a loss of $4.3 million or $0.02 per share, compared with a loss of $4.1 million or $0.02 a share for the same period a year earlier. Net of Non-cash compensation, the Company had a Net Loss of $3.3 million during the forth quarter compared to $3.1 million during the fourth quarter of 2006. As at December 31, 2007, the Company had cash and cash equivalents of $1.8 million. This reflects the Company's cash balance at the beginning of 2007 of $9.3 million plus equity issuance of $23.1 million less capital expenditures of $21.0 million and operating expenditures of $9.6 million (which includes changes in working capital balances and miscellaneous non- cash charges). Item 5 Full Description of Material Change ----------------------------------- Full Description of Material Change VANCOUVER, BC, April 29, 2008 - Dynamotive Energy Systems Corporation (OTCBB: DYMTF), a leader in ligno-cellulosic biomass based fuels technology, today reported its fourth quarter and full year 2007 results. The Company's Comprehensive Loss (including foreign currency adjustment of $6.2 million), was $8.0 million for the Year 2007. Excluding the foreign currency adjustment, the company's 2007 Net Loss was $14.2 million, or $0.08 per share, compared with a net loss of $14.3 million, or $0.09 per share, for 2006. Excluding Stock based compensation, the Company's Net Loss for 2007 was $10.6 million (2006 $9.9 million). (All figures are in US dollars) For the three months ended December 31, 2007, the company reported a loss of $4.3 million or $0.02 per share, compared with a loss of $4.1 million or $0.02 a share for the same period a year earlier. Net of Non-cash compensation, the Company had a Net Loss of $3.3 million during the forth quarter compared to $3.1 million during the fourth quarter of 2006. As at December 31, 2007, the Company had cash and cash equivalents of $1.8 million. This reflects the Company's cash balance at the beginning of 2007 of $9.3 million plus equity issuance of $23.1 million less capital expenditures of $21.0 million and operating expenditures of $9.6 million (which includes changes in working capital balances and miscellaneous non- cash charges). CEO Commentary Andrew Kingston, president and chief executive officer, said, "During the year Dynamotive completed construction of a state-of-the-art, modular 200- ton-per-day BioOil plant in Guelph, Ontario and also expanded and upgraded the West Lorne, Ontario plant, which is currently re-starting operations. Additionally, we strengthened Dynamotive's management team and positioned ourselves to capitalize on world-wide market opportunities, most specifically in Canada, U.S., and Latin America. The Company faced many challenges during 2007, as we worked to bring our biofuel facilities to operating status, as well as expand business operations in North and South America. We fully expect 2008 to be a year of achieving significant milestones." 2007 Highlights Financial - Significant cash infusions from $23.1 million in equity financings and warrant exercises used to fund operations and to complete the Guelph and West Lorne plants. - Minimal debt - Invested $2.0 million in R&D ($4.2 million in 2006). - Incurred $3.6 million in non-cash compensation expenses ($4.3 million in 2006). Operational - Launch of higher energy content biofuel - BioOil Plus - Signed Contract with Ontario Power Authority to Supply Power to Grid - Established First Resources Corporation to develop partnerships with First Nations - Signed agreements with provincial government in Argentina to develop up to six biofuel plants - BioOil production start-up at Guelph 200 tpd plant - Signed comprehensive Letter of Agreement with Mitsubishi Corporation - Announced key agreements for our first commercial plant in the USA, in Willow Springs, Missouri. Summary Financial results are presented as follows: Consolidated Statements of Loss (expressed in 000's of U.S. Dollars) Years Ended Three Months Ended December 31, December 31, 2007 2006 2007 2006 $ $ $ $ - --------------------------------------------------------------------------- EXPENSES Marketing and business development 1,602 1,768 546 374 Research and development 2,040 4,248 297 1,197 General and administrative 11,026 7,763 3,805 2,481 Depreciation and Amortization 144 124 45 40 Interest expense 22 505 9 58 Exchange gain (419) (89) (90) (337) - --------------------------------------------------------------------------- Total expenses 14,415 14,319 4,612 3,813 - --------------------------------------------------------------------------- Other income and (expenses) 207 494 83 128 Loss on settlement of AP (111) (98) (3) (98) Gain (loss) on purchase/sale of - (420) 230 (420) subsidiary - --------------------------------------------------------------------------- Loss before minority interest 14,319 14,343 4,302 4,203 Non-controlling interest 99 91 3 91 - --------------------------------------------------------------------------- Loss for the Period 14,220 14,252 4,299 4,112 =========================================================================== ======= Comprehensive Loss 8,008 ======= Weighted average number of common shares outstanding (in thousands) 189,573 153,686 205,329 168,463 Loss per Common share for the period $0.08 $0.09 $0.02 $0.02 - --------------------------------------------------------------------------- 5.2 Disclosure for Restructuring Transactions N/A Item 6 Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102 ------------------------------------------------------------------ Not applicable Item 7 Omitted Information ------------------- Not applicable Item 8 Executive Officer ----------------- Contact: Andrew Kingston, President & CEO Telephone: (604) 267-6013 Item 9 Date of Report -------------- April 29, 2008 DYNAMOTIVE ENERGY SYSTEMS CORPORATION (signed) "Andrew Kingston" ---------------- Andrew Kingston President & CEO DYNAMOTIVE ENERGY SYSTEMS CORPORATION News Release: April 29, 2008 DYNAMOTIVE REPORTS 4th QUARTER & YEAR-END 2007 RESULTS VANCOUVER, BC, April 29, 2008 - Dynamotive Energy Systems Corporation (OTCBB: DYMTF), a leader in ligno-cellulosic biomass based fuels technology, today reported its fourth quarter and full year 2007 results. The Company's Comprehensive Loss (including foreign currency adjustment of $6.2 million), was $8.0 million for the Year 2007. Excluding the foreign currency adjustment, the company's 2007 Net Loss was $14.2 million, or $0.08 per share, compared with a net loss of $14.3 million, or $0.09 per share, for 2006. Excluding Stock based compensation, the Company's Net Loss for 2007 was $10.6 million (2006 $9.9 million). (All figures are in US dollars) For the three months ended December 31, 2007, the company reported a loss of $4.3 million or $0.02 per share, compared with a loss of $4.1 million or $0.02 a share for the same period a year earlier. Net of Non-cash compensation, the Company had a Net Loss of $3.3 million during the forth quarter compared to $3.1 million during the fourth quarter of 2006. As at December 31, 2007, the Company had cash and cash equivalents of $1.8 million. This reflects the Company's cash balance at the beginning of 2007 of $9.3 million plus equity issuance of $23.1 million less capital expenditures of $21.0 million and operating expenditures of $9.6 million (which includes changes in working capital balances and miscellaneous non- cash charges). CEO Commentary Andrew Kingston, president and chief executive officer, said, "During the year Dynamotive completed construction of a state-of-the-art, modular 200- ton-per-day BioOil plant in Guelph, Ontario and also expanded and upgraded the West Lorne, Ontario plant, which is currently re-starting operations. Additionally, we strengthened Dynamotive's management team and positioned ourselves to capitalize on world-wide market opportunities, most specifically in Canada, U.S., and Latin America. The Company faced many challenges during 2007, as we worked to bring our biofuel facilities to operating status, as well as expand business operations in North and South America. We fully expect 2008 to be a year of achieving significant milestones." 2007 Highlights Financial - Significant cash infusions from $23.1 million in equity financings and warrant exercises used to fund operations and to complete the Guelph and West Lorne plants. - Minimal debt - Invested $2.0 million in R&D ($4.2 million in 2006). - Incurred $3.6 million in non-cash compensation expenses ($4.3 million in 2006). Operational - Launch of higher energy content biofuel - BioOil Plus - Signed Contract with Ontario Power Authority to Supply Power to Grid - Established First Resources Corporation to develop partnerships with First Nations - Signed agreements with provincial government in Argentina to develop up to six biofuel plants - BioOil production start-up at Guelph 200 tpd plant - Signed comprehensive Letter of Agreement with Mitsubishi Corporation - Announced key agreements for our first commercial plant in the USA, in Willow Springs, Missouri. Summary Financial results are presented as follows: Consolidated Statements of Loss (expressed in 000's of U.S. Dollars) Years Ended Three Months Ended December 31, December 31, 2007 2006 2007 2006 $ $ $ $ - --------------------------------------------------------------------------- EXPENSES Marketing and business development 1,602 1,768 546 374 Research and development 2,040 4,248 297 1,197 General and administrative 11,026 7,763 3,805 2,481 Depreciation and Amortization 144 124 45 40 Interest expense 22 505 9 58 Exchange gain (419) (89) (90) (337) - --------------------------------------------------------------------------- Total expenses 14,415 14,319 4,612 3,813 - --------------------------------------------------------------------------- Other income and (expenses) 207 494 83 128 Loss on settlement of AP (111) (98) (3) (98) Gain (loss) on purchase/sale of - (420) 230 (420) subsidiary - --------------------------------------------------------------------------- Loss before minority interest 14,319 14,343 4,302 4,203 Non-controlling interest 99 91 3 91 - --------------------------------------------------------------------------- Loss for the Period 14,220 14,252 4,299 4,112 =========================================================================== ======= Comprehensive Loss 8,008 ======= Weighted average number of common shares outstanding (in thousands) 189,573 153,686 205,329 168,463 Loss per Common share for the period $0.08 $0.09 $0.02 $0.02 - --------------------------------------------------------------------------- About Dynamotive Dynamotive Energy Systems Corporation is an energy solutions provider headquartered in Vancouver, Canada, with offices in the USA, UK and Argentina. Its carbon/greenhouse gas neutral fast pyrolysis technology uses medium temperatures and oxygen-less conditions to turn dry, waste cellulosic biomass into BioOil for power and heat generation. BioOil can be further converted into vehicle fuels and chemicals. Photographs of the Guelph and West Lorne plants may be seen on the company's website. www.dynamotive.com About BioOil(R) Biofuel BioOil(R) is an industrial fuel produced from cellulose waste material. When combusted it produces substantially less smog-precursor nitrogen oxides ('NOx') emissions than conventional oil as well as little or no sulfur oxide gases ('SOx'), which are a prime cause of acid rain. BioOil(R) and BioOil Plus(TM) are price-competitive replacements for heating oils #2 and #6 that are widely used in industrial boilers and furnaces. They have been EcoLogo certified, having met stringent environmental criteria for industrial fuels as measured by Environment Canada's Environmental Choice Program. BioOil(R) can be produced from a variety of residue cellulosic biomass resources and is not dependent on food-crop production. Contacts: Brian Richardson, Chief Financial Officer, 604-267-6004 Nathan Neumer, Director of Communications, 604-267-6042 Switchboard (604) 267-6000 Toll Free (North America) 1-877-863-2268 Fax (604) 267-6005 Email: info@dynamotive.com Website: www.dynamotive.com Forward Looking Statement Statements in this news release concerning the company's business outlook or future economic performance; including the anticipation of future plant start-ups, partnerships, consortiums, teaming agreements, government assistance, other anticipated cash receipts, revenues, expenses, or other financial items; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are "forward-looking statements". Forward-looking statements are by their nature subject to risks, uncertainties and other factors which could cause actual results to differ materially from those stored in such statements. Such risks, uncertainties and factors include, but are not limited to, changes in energy prices, availability of capital, and the company's ability to access capital on acceptable terms or any terms at all, changes and delays in project development plans and schedules, customer and partner acceptance of new projects, changes in input pricing, competing alternative energy technologies, government policies and general economic conditions. These risks are generally outlined in the company's disclosure filings with the Securities and Exchange Commission.