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 27, 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, BC, 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.
Suite 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 27, 1997.
ITEM 3. PRESS RELEASE
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June 27, 1997, Vancouver, British Columbia.
ITEM 4. SUMMARY OF MATERIAL CHANGE
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Turbodyne Technologies Inc. (the "Company") announced that it has
entered into a private placement engagement agreement with a New York
and London based investment firm for the placement of convertible
preference shares and warrants.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
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The Company announced that it has entered into a private placement
engagement agreement with a New York and London based investment firm
for the placement of convertible preference shares and warrants.
The private placement will raise up to US $5,000,000 to be used for
working capital and the Company's urban bus retrofit program in the
US. The preference shares will be issued a price equal to 110% of
the common shares market price at the date of closing.
Financing is expected to take place in two tranches, with the first
tranche of US 2,500,000 expected to close no later than July 15, 1997
and the second tranche of US $2,500,000 to close at a date to be
mutually agreed withing 120 days of the first closing.
<PAGE>
As a condition of financing, the Company will be required to delist
its shares from the VSE. The shares will continue to trade on the
NASDAQ Small Cap Market.
ITEM 6. RELIANCE ON SECTION 85(2) OF THE ACT
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Not Applicable.
ITEM 7. OMITTED INFORMATION
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Not Applicable.
ITEM 8. SENIOR OFFICERS
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Andrew O.D. 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.
JULY 2, 1997
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Date
/S/ ANDREW LEE
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(signature)
Andrew O.D. Lee
Name
Secretary
Position
VANCOUVER, B.C.
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Place of Declaration
