TURBODYNE TECHNOLGIES INC
6-K, 1998-07-13
MOTOR VEHICLE PARTS & ACCESSORIES
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                                    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 July, 1998


                           TURBODYNE TECHNOLOGIES INC.
- -------------------------------------------------------------------------------

                 (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

[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):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.

                                               TURBODYNE TECHNOLOGIES INC.
                                                        (Registrant)


Date:    JULY 8, 1998                          By:   LEON E. NOWEK
       ---------------------------                ----------------------------

                                                     /S/ LEON E. NOWEK
                                                  ----------------------------
                                                     Director
                                                     (Signature)*

      *Print the name and title of the signing officer under his signature


<PAGE>


                                                         

THIS IS THE FORM OF MATERIAL  CHANGE REPORT  REQUIRED UNDER SECTION 85(1) OF THE
SECURITIES ACT.

                                     FORM 27
                                     -------

                                 SECURITIES ACT
                                 --------------


              MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT


ITEM 1.           REPORTING ISSUER
                  ----------------

                  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
                  -----------------------

                  July 3, 1998


ITEM 3.           PRESS RELEASE
                  -------------

                  July 3, 1998


ITEM 4.           SUMMARY OF MATERIAL CHANGE
                  --------------------------

                  Turbodyne  Technologies  Inc. (the "Company")  announced today
                  that TransBusiness Group of Moscow,  Russian  Federation,  has
                  formally  submitted  a purchase  order for  10,500  TurbopacTM
                  Models   1500,   2200,   and  2500  in  the  total  amount  of
                  $30,675,000,  with an option to purchase an additional  10,500
                  TurbopacTM  units at the same  price for a period of 12 months
                  from the date of the purchase order - July 1, 1998.


ITEM 5.           FULL DESCRIPTION OF MATERIAL CHANGE
                  -----------------------------------

                  Turbodyne Technologies Inc. announced today that TransBusiness
                  Group of Moscow, Russian Federation,  has formally submitted a
                  purchase order for 10,500  TurbopacTM  Models 1500,  2200, and
                  2500 in the  total  amount of  $30,675,000,  with an option to
                  purchase an  additional  10,500  TurbopacTM  units at the same
                  price for a period of 12 months from the date of the  purchase
                  order - July 1, 1998.

                  The  purchase  order,   formally  accepted  and  confirmed  by
                  Turbodyne today, provides for the first shipment on October 1,
                  1998,  based on shipping  notices 60 days prior to the date of
                  shipment  and the entire  order to be shipped no later than 12
                  months  from  the  date  of  the  order.  The  purchase  order
                  indicates that all financing  arrangements  are expected to be
                  finalized 30 days prior to the first shipment date.

                  Under  the  terms  of  the  purchase  order,  Turbodyne,  with
                  cooperation from TransBusiness,  will immediately  establish a
                  technical  representative facility in Moscow for assistance in
                  installations,    training   and   technical   assistance   in
                  TransBusiness Group's distribution program.

                  The initial  installations of TurbopacTM units are expected to
                  be on Moscow Transit buses, with a fleet of more than 30,000.

                  "TurbopacTM  evaluation  units have been  installed  on Moscow
                  city buses for more than a year now under a pilot program with
                  satisfactory results," said Edward M. Halimi, Chairman, who is
                  scheduled  to visit Moscow with Dr.  Joseph  Ben-Dak of United
                  Nations  Development Program and a technical team for meetings
                  with  officials  from  the  City of  Moscow  and  the  Russian
                  Federation's Transportation Ministry.
<PAGE>
                                                       
                  "Turbodyne's   technology  is  now   considered  as  the  only
                  technology  available  which can  reduce  the  global  warming
                  effect  of  diesel  vehicles.  As such,  it has made  users of
                  Turbodyne   technology   candidates  for  several  grants  and
                  financing assistance from various organizations, including the
                  World Bank,"  continued  Edward  Halimi.  "Our objective is to
                  equip all  Moscow  and other  transit  buses and trucks in the
                  Russian Federation with TurbopacTM products."

                  The Turbopac'sTM  ability to enable diesel engines to start-up
                  in cold climates  without  difficulty  eliminates  the need to
                  leave an engine  running all night or while not in use,  which
                  causes  unnecessary fuel waste, air pollution and engine wear.
                  The cold start  capabilities,  along with elimination of black
                  smoke, dramatic fuel economy,  performance  improvements,  and
                  recent  certifications  at the State Scientific  Centre of the
                  Russian  Federation in the Automotive  Equipment,  the Central
                  Automobile   and   Automobile   Engine   Scientific   Research
                  Institute,  (GNTS  NAMI) has  created  serious  demand for the
                  Turbodyne technology in the region with its high population of
                  diesel vehicles.

                  Turbodyne Systems,  the high technology division of Turbodyne,
                  manufactures,   designs,   markets   and   develops   patented
                  pollution-reduction,  fuel economy and  performance  enhancing
                  technology for internal  combustion engines in the automotive,
                  transportation,  construction,  marine,  agriculture,  mining,
                  military and power generation  industries.  Offices and plants
                  are located in Carpinteria,  La Mirada, Encinitas and Woodland
                  Hills,  CA;  Ensenada  and  Mexico  City,  Mexico;  Northants,
                  England;  Frankfurt,  Germany;  Vancouver,  Canada; and Paris,
                  France.


ITEM 6.           RELIANCE ON SECTION 85(2) OF THE ACT
                  ------------------------------------

                  Not applicable.


ITEM 7.           OMITTED INFORMATION
                  -------------------

                  Not applicable.


ITEM 8.           SENIOR OFFICERS
                  ---------------

                  Mr. Walter F. Ware
                  President & Chief Executive Officer
                  c/o Turbodyne Technologies Inc.
                  21700 Oxnard Street
                  Suite 1550, Warner Center
                  Woodland Hills, California 91367

                  Telephone: (800) 350-2031
                  Facsimile: (818) 593-2284

ITEM 9.           STATEMENT OF SENIOR OFFICER
                  ---------------------------

                  The  foregoing   accurately   discloses  the  material  change
                  referred to herein.


JULY 8, 1998
- -----------------------
Date


/S/ LEON E. NOWEK
- -----------------------
(signature)


LEON E. NOWEK
- -----------------------
Name

<PAGE>

DIRECTOR
- -----------------------
Position


WOODLAND HILLS, CA
- -----------------------
Place of Declaration     



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