TURBODYNE TECHNOLGIES INC
6-K, 1998-07-02
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 June, 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:    June 25, 1998                                        By: Leon E. Nowek
       -------------------------------------                     --------------

                                                              /s/ Leon E. Nowek
                                                              -----------------
                                                                  (Signature)*

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

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          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

                  June 22, 1998


Item 3.           Press Release

                  June 22, 1998


Item 4.           Summary of Material Change

                  Turbodyne  Technologies  Inc.  ("Turbodyne")  announced it has
                  received the official  Export-Import Bank of the United States
                  "Letter of interest No. L10783628XX  -Russia",  dated June 18,
                  1998,   for   funding  of  an  expected   purchase   order  of
                  $30,675,000.00 from Trans Business Group of Moscow, Russia.


Item 5.           Full Description of Material Change

                  Turbodyne announced it has received the official Export-Import
                  Bank of the United States "Letter of interest No.L10783628XX-
                  Russia", dated June 18, 1998, for funding of an expected
                  purchase order of $30,675,000.00 from Trans Business Group of
                  Moscow, Russia.


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                  Trans Business Group informed Turbodyne in a Letter of Intent
                  that it intends to order a total of 10,500  Turbopac(TM)
                  models 1500, 2200 and 2500 for cars, buses and trucks, with
                  deliveries to begin during the third quarter of 1998. 
                  Turbodyne has  confirmed  to Trans  Business in writing the 
                  terms and  conditions  of the Letter of Intent, which provides
                  for the issuance of a formal  purchase  order along with a 
                  detailed delivery schedule.

                  The Letter of Intent was pursuant to successful evaluations
                  of Turbodyne's Turbopac(TM) units installed on Moscow city
                  buses, truck and passenger cars more than a year ago, and  
                  successful certification tests at the State Scientific Centre
                  of the Russian Federation in the Automotive Equipment, the 
                  Central Automobile and Automobile Engine Scientific Research
                  Institute (GNTS NAMI).

                  Trans Business Group, headquartered in Moscow, Russia, is the 
                  premier Russian transportation services entity, employing
                  about 2,500 personnel in three main areas of business: 
                  1) Transportation and forwarding services which utilizes 400 
                  trucks, several railway and reefer terminals, bonded 
                  warehousing and forwarding, along with automotive and truck 
                  maintenance and service facilities; 2) Trading activity  in
                  supermarkets, farmers markets and wholesale trading of food 
                  products; 3) Scientific developments and introduction of 
                  advanced American technologies into Russia.  The Company has 
                  branch offices in St. Petersburg, Russia, United States,
                  Finland, Germany, Belarus and Uzbekistan.

                  "Trans Business Group has the technological, logistical, and 
                  financial capabilities for the introduction and widespread
                  distribution of Turbodyne products in Eastern Europe, and
                  negotiations are in progress for OEM sales of products in the
                  Russian Federation," said Turbodyne Chairman Edward Halimi. 
                  "Trans Business Group will also  benefit from matching grants
                  and consumer credit, which are available from several sources,
                  including the World Bank for Environmental Programs,"
                  continued Halimi.

                  "Our program  with the Trans  Business  Group is one of
                  several such endeavours which we have been pursuing in the 
                  last three years worldwide  with assistance from the United
                  Nations Technology Group and local governmental and
                  environmental agencies."

                  "Turbodyne's  recognition by the United Nations Development 
                  Program as the only environmental product with the fuel
                  economy and performance improvements for worldwide use, and
                  the fact that Turbodyne technology is the only available 
                  alternative for reduction of the global warming effects of the
                  transportation sector, has generated overwhelming interest
                  in our products in both the aftermarket and OEM sectors."

                  "This order, along with other recent achievements, including
                  our major OEM contract and U.S. EPA certification, is the 
                  culmination of extraordinary and tireless

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                  efforts of our scientists,  engineers,  consultants and other
                  employees, which have established Turbodyne as the premier 
                  environmental technologies company worldwide," concluded
                  Halimi.

                  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, Encinatas and Woodland
                  Hills, CA; Ensenada and Mexico City, Mexico; Northants,
                  England, Frankfurt, Germany; Vancouver, Canada; and Paris,
                  France.

                  Turbodyne is an integrated manufacturing company specializing
                  in the design, manufacture and marketing of high technology
                  performance improvement and anti-pollution devices for 
                  automotive, marine and industrial applications.  Turbodyne's
                  light metal division is an accredited manufacturer of machined
                  permanent mold and sandcast aluminum products for the 
                  automotive industry.

                  Turbodyne's integrated manufacturing capabilities also include
                  precision machining, electronic circuit boards, business
                  motors, high efficiency centrifugal fan modules and custom 
                  alloy wheels for the automotive aftermarket. Its offices and 
                  plants are located in Carpinteria, La Mirada, Encinitas, CA;
                  Ensenada, Mexico; Northants, England; Vancouver, British
                  Columbia; and Monchenlgadbach, Germany.


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

                  Not applicable.


Item 7.           OMITTED INFORMATION
                  -------------------

                  Not applicable.



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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.


   June 25, 1998
   -------------
   Date


   /s/ Leon E. Nowek
   -----------------
   (signature)


   Leon E. Nowek
   -------------
   Name


   Director/Vice President
   -----------------------
   Position


   Woodland Hills, California
   --------------------------
   Place of Declaration




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