FORM 6-K
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 the month of June 11 , 1997
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TURBODYNE TECHNOLOGIES INC.
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(Translation of registrant's name into English)
Suite 510, 1090 West Pender Street, Vancouver, Canada, V6E 2N7
(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
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[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
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[If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):82
___________
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
July 30, 1997
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Date /s/Leon E. Nowek
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Signature
Leon E. Nowek
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Name
Chief Financial Officer
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Title
<PAGE>
THIS IS THE FORM OF MATERIAL CHANGE REPORT REQUIRED UNDER SECTION 85(1) OF THE
SECURITIES ACT.
FORM 27
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Securities Act
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MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT
ITEM 1. REPORTING ISSUER
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TURBODYNE TECHNOLOGIES INC.
510 - 1090 West Pender Street
Vancouver, British Columbia
V6E 2N7
Telephone: (604) 682-8854
Facsimile: (604) 688-8621
ITEM 2. DATE OF MATERIAL CHANGE
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June 11, 1997.
ITEM 3. PRESS RELEASE
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June 11, 1997, Vancouver, British Columbia.
ITEM 4. SUMMARY OF MATERIAL CHANGE
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Turbodyne Technologies Inc. (the "Company") announces that it is
issuing revised audited financial statements for its fiscal year
ended December 31, 1996. The revision to the financial statements is
limited to a revision to the accounting of the Company's acquisition
of the Pacific Baja Light Metals Holdings, Inc. ("Pacific Baja").
The Company has determined that the revision is appropriate after
consultations with its accounting advisors and securities regulatory
bodies.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
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The Company announced that it is issuing revised audited financial
statements for its fiscal year ended December 31, 1996. The revision
to the financial statements is limited to a revision to the
accounting of the Company's acquisition of Pacific
<PAGE>
Baja. The Company has determined that the revision is appropriate
after consultations with its accounting advisors and securities
regulatory bodies.
The revision to the Company's financial statements increased the
value attributed to the share consideration to the shareholders of
Pacific Baja on completion of the acquisition of Pacific Baja. This
revision is required in order to reflect the fair market value of the
Company's shares issued as consideration for the Company's
acquisition of Pacific Baja in accordance with Generally Accepted
Accounting Principles (GAAP). The increase in the recorded value of
the share consideration is reflected by the addition of $11,035,000
of goodwill to the Company's balance sheet, together with a
corresponding increase of $11,035,000 to share capital. The increase
in the company's goodwill resulted in a corresponding increase in the
amortization of goodwill for the year from $262,000 to $545,000. The
Company's net loss for the year was increased from $2,275,000 ($0.11
per share) to $2,558,000 ($0.12 per share as a result of the
increased amortization of goodwill. The consolidated assets of the
company increased from $53,473,000 to $64,495,000 after inclusion of
the increased goodwill, less amortization.
The Company is withdrawing the previously issued audited financial
statements for the year ended December 31, 1996, together with the
auditor's report dated February 14, 1997. The Company will be
replacing them with the revised audited financial statements for the
year ended December 31, 1996, and the auditor's report dated February
14, 1997, March 12, 1997 and May 14, 1997. The Company will be
mailing revised audited financial statements to the shareholders of
the Company together with its quarterly report for the period ending
March 31, 1997. The anticipated date of mailing is June 17, 1997.
The Company will make the revised financial statements publicly
available by June 11, 1997, and shareholders of the Company will be
able to receive a copy of the revised financial statements by
contacting the Company directly. The Company's address is Suite 510
- 1090 West Pender Street, Vancouver, British Columbia V6E 2N7 and
its phone number is (604) 682-8854.
ITEM 6. RELIANCE ON SECTION 67(2) OF THE ACT
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Not Applicable.
ITEM 7. OMITTED INFORMATION
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Not Applicable.
<PAGE>
ITEM 8. SENIOR OFFICERS
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Andrew O. P. Lee
c/o Turbordyne Technologies Inc.
510 - 1090 West Pender Street
Vancouver, British Columbia
V6E 2N7
Telephone: (604) 682-8854
Facsimile: (604) 688-8624
ITEM 9. STATEMENT OF SENIOR OFFICER
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The foregoing accurately discloses the material change referred to
herein.
June 20, 1997
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Date
/s/ Andrew Lee
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(signature)
Andrew O. D. Lee
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Name
Secretary
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Position
La Mirada, California, USA
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Place of Declaration
