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 June 3, 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 ----------------------- June 2, 2008 Item 3 News Release ------------ Issued June 2, 2008 and disseminated via Business Wire. Item 4 Summary of Material Change -------------------------- VANCOUVER, BC, June 2, 2008 - Dynamotive Energy Systems Corporation (OTCBB: DYMTF), a leader in biomass-to-biofuel technology, today reported its first quarter 2008 results. For the three months ended March 31, 2008, the company reported a loss of $1.4 million or $0.01 per share, compared with a loss of $3.2 million or $0.02 a share for the same period a year earlier. When stock-based compensation is excluded, Dynamotive's Q1 2008 net loss was $0.8 million, compared with $2.4 million during 2007. (All figures are in US dollars.) The lower loss for the quarter is due mainly to the recognition of $500,000 of license revenue from a contract in place since 2006, lower research and development expense and stock based compensation, partially offset by increased activity levels in the Company's US and Argentine offices. Also included is a reversal in the quarter of certain compensation costs of $1.1 million previously accrued and expensed in fiscal 2007 and which reversal resulted from a voluntary surrender of certain compensation entitlements by senior management. During the quarter, Dynamotive continued commissioning of a state-of- the-art, modular 200-tonnes-per-day intermediate grade BioOil(R) plant in Guelph Ontario and completed the upgrade in West Lorne, Ontario. This upgrade expands the West Lorne plants capacity to 130 tonnes per day. Item 5 Full Description of Material Change ----------------------------------- 5.1 Full Description of Material Change VANCOUVER, BC, June 2, 2008 - Dynamotive Energy Systems Corporation (OTCBB: DYMTF), a leader in biomass-to-biofuel technology, today reported its first quarter 2008 results. For the three months ended March 31, 2008, the company reported a loss of $1.4 million or $0.01 per share, compared with a loss of $3.2 million or $0.02 a share for the same period a year earlier. When stock-based compensation is excluded, Dynamotive's Q1 2008 net loss was $0.8 million, compared with $2.4 million during 2007. (All figures are in US dollars.) The lower loss for the quarter is due mainly to the recognition of $500,000 of license revenue from a contract in place since 2006, lower research and development expense and stock based compensation, partially offset by increased activity levels in the Company's US and Argentine offices. Also included is a reversal in the quarter of certain compensation costs of $1.1 million previously accrued and expensed in fiscal 2007 and which reversal resulted from a voluntary surrender of certain compensation entitlements by senior management. During the quarter, Dynamotive continued commissioning of a state-of-the- art, modular 200-tonnes-per-day intermediate grade BioOil(R) plant in Guelph Ontario and completed the upgrade in West Lorne, Ontario. This upgrade expands the West Lorne plants capacity to 130 tonnes per day. President and CEO, Andrew Kingston, said: "During the first quarter of 2008, we made significant advances at our Guelph and West Lorne plants though we continue to deal with various start up issues as we push to higher capacity levels and longer production runs. We suffered a set back at West Lorne in early April with a small fire, but that damage is being repaired and the plant will be back on line shortly. We have also continued to develop our US and South American projects and will continue to report substantive developments as they occur." Dynamotive highlights in the First Quarter of 2008. - -Completion and advanced commissioning at Guelph. - -Initial production from the upgraded West Lorne plant. - -Dynamotive completes feedstock supply and other contracts in US (Missouri) and Argentina (Corrientes) in support of project developments. - -Signed a cooperation agreement in Taiwan to potentially develop BioOil plants in the Greater China area - -Advancing additional project opportunities in Europe, Australia, Southeast Asia and elsewhere. Summary financial results are presented as follows: - --------------------------------------------------- Consolidated Statements of Loss (expressed in 000's of U.S. Dollars) Three Months Ended March 31, 2008 2007 $ $ - --------------------------------------------------------------------------- REVENUE License Revenue 500 - EXPENSES Marketing and business development 319 346 Research and development 231 894 General and administrative 2,453 2,094 Depreciation and Amortization 37 30 Interest expense 18 - Exchange (gain) loss 14 (17) - --------------------------------------------------------------------------- Total expenses 3,072 3,347 - --------------------------------------------------------------------------- Gain on reduction of bonus and vacation accruals 1,138 - Other (income) and expenses 1 79 - --------------------------------------------------------------------------- Loss before non-controlling interest 1,433 3,268 Non-controlling interest - (29) - --------------------------------------------------------------------------- Net Loss for the Period 1,433 3,239 =========================================================================== Weighted average number of common shares outstanding (in thousands) 208,009 177,602 Loss per Common share for the period $0.01 $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 -------------- June 2, 2008 DYNAMOTIVE ENERGY SYSTEMS CORPORATION (signed) "Andrew Kingston" ---------------- Andrew Kingston President & CEO DYNAMOTIVE ENERGY SYSTEMS CORPORATION News Release: June 2, 2008 DYNAMOTIVE REPORTS 1st QUARTER 2008 RESULTS VANCOUVER, BC, June 2, 2008 - Dynamotive Energy Systems Corporation (OTCBB: DYMTF), a leader in biomass-to-biofuel technology, today reported its first quarter 2008 results. For the three months ended March 31, 2008, the company reported a loss of $1.4 million or $0.01 per share, compared with a loss of $3.2 million or $0.02 a share for the same period a year earlier. When stock-based compensation is excluded, Dynamotive's Q1 2008 net loss was $0.8 million, compared with $2.4 million during 2007. (All figures are in US dollars.) The lower loss for the quarter is due mainly to the recognition of $500,000 of license revenue from a contract in place since 2006, lower research and development expense and stock based compensation, partially offset by increased activity levels in the Company's US and Argentine offices. Also included is a reversal in the quarter of certain compensation costs of $1.1 million previously accrued and expensed in fiscal 2007 and which reversal resulted from a voluntary surrender of certain compensation entitlements by senior management. During the quarter, Dynamotive continued commissioning of a state-of-the- art, modular 200-tonnes-per-day intermediate grade BioOil(R) plant in Guelph Ontario and completed the upgrade in West Lorne, Ontario. This upgrade expands the West Lorne plants capacity to 130 tonnes per day. President and CEO, Andrew Kingston, said: "During the first quarter of 2008, we made significant advances at our Guelph and West Lorne plants though we continue to deal with various start up issues as we push to higher capacity levels and longer production runs. We suffered a set back at West Lorne in early April with a small fire, but that damage is being repaired and the plant will be back on line shortly. We have also continued to develop our US and South American projects and will continue to report substantive developments as they occur." Dynamotive highlights in the First Quarter of 2008. - -Completion and advanced commissioning at Guelph. - -Initial production from the upgraded West Lorne plant. - -Dynamotive completes feedstock supply and other contracts in US (Missouri) and Argentina (Corrientes) in support of project developments. - -Signed a cooperation agreement in Taiwan to potentially develop BioOil plants in the Greater China area - -Advancing additional project opportunities in Europe, Australia, Southeast Asia and elsewhere. Summary financial results are presented as follows: - --------------------------------------------------- Consolidated Statements of Loss (expressed in 000's of U.S. Dollars) Three Months Ended March 31, 2008 2007 $ $ - --------------------------------------------------------------------------- REVENUE License Revenue 500 - EXPENSES Marketing and business development 319 346 Research and development 231 894 General and administrative 2,453 2,094 Depreciation and Amortization 37 30 Interest expense 18 - Exchange (gain) loss 14 (17) - --------------------------------------------------------------------------- Total expenses 3,072 3,347 - --------------------------------------------------------------------------- Gain on reduction of bonus and vacation accruals 1,138 - Other (income) and expenses 1 79 - --------------------------------------------------------------------------- Loss before non-controlling interest 1,433 3,268 Non-controlling interest - (29) - --------------------------------------------------------------------------- Net Loss for the Period 1,433 3,239 =========================================================================== Weighted average number of common shares outstanding (in thousands) 208,009 177,602 Loss per Common share for the period $0.01 $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 PlusTM 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.