UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]      Quarterly Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For the quarterly period ended MARCH 31, 2007

[   ]    Transition Report pursuant to 13 or 15(d) of the Securities
         Exchange Act of 1934

         For the transition period                 to
                                   ----------------  -------------------


         Commission File Number     000-21391

                          TURBODYNE TECHNOLOGIES, INC.

        (Exact name of small business issuer as specified in its charter)

         NEVADA                                               95-4699061
         ------                                               ----------
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                           Identification No.)


36 E. BARNETT STREET, VENTURA, CALIFORNIA                             93001
-----------------------------------------                           ---------
(Address of principal executive offices)                            (Zip Code)

         Issuer's telephone number, including area code: (805) 201-3133
                                                         --------------


                                 NOT APPLICABLE

            (Former name, former address and former fiscal year end,
                         if changed since last report)

Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days Yes [ ] No [ X ]


State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 357,459,444 shares of common stock
issued and outstanding as of MAY 14, 2007.

Transitional Small Business Disclosure Format (check one): Yes  [   ]   NO  [X]



<PAGE>




                          TURBODYNE TECHNOLOGIES, INC.
                               INDEX TO FORM 10-Q
                                 MARCH 31, 2007

                                                                          PAGE
                                                                         NUMBER

PART I -    FINANCIAL INFORMATION

Item 1.     Financial Statements:

            Consolidated Balance Sheets as of March 31, 2007
            and December 31, 2006                                              4

            Consolidated Statements of Operations for the three month
            periods ended March 31, 2007 and March 31, 2006                    5

            Consolidated Statements of Cash Flows for the three month
            periods ended March 31, 2007 and March 31, 2006                    6

            Notes to the Consolidated Financial Statements                     7

Item 2.     Management's Discussion and Analysis or Plan of Operations        17

Item 3a.    Controls and Procedures                                           25

PART II -   OTHER INFORMATION

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds       26

Item 6.     Exhibits                                                          26

SIGNATURES                                                                    27



                                      -2-
<PAGE>



PART 1 - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS












                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                   CONSOLIDATED FINANCIAL STATEMENTS
                                   FOR THE THREE-MONTH PERIODS ENDED
                                   MARCH 31, 2007 AND 2006
                                   (UNAUDITED - EXPRESSED IN US DOLLARS)












                                      -3-
<PAGE>

<TABLE>
<CAPTION>

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

                                                        TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                                          CONSOLIDATED BALANCE SHEETS
                                                                            (EXPRESSED IN US DOLLARS)

                                                                        MARCH 31         DECEMBER 31
                                                                          2007              2006
-----------------------------------------------------------------------------------------------------

  ASSETS                                                                (UNAUDITED)
  CURRENT
<S>                                                                    <C>              <C>
     Cash                                                              $      89,559    $      14,745
     Prepaid expenses and other current assets                                   672              672
                                                                       ------------------------------

            TOTAL CURRENT ASSETS                                              90,231           15,417
PROPERTY AND EQUIPMENT                                                          --                537
                                                                       ------------------------------

TOTAL ASSETS                                                           $      90,231    $      15,954
=====================================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES

CURRENT
     Accounts payable                                                  $   2,152,157    $   2,302,417
     Accrued liabilities                                                     419,793          444,193
     Provision for lawsuit settlements (Notes 4)                           4,754,896        4,675,137
     Loans payable                                                           995,094          811,784
                                                                       ------------------------------

            TOTAL CURRENT LIABILITIES                                      8,321,940        8,233,531

DEFERRED LICENSING FEE                                                       313,722          319,278
                                                                       ------------------------------

            TOTAL LIABILITIES                                              8,635,662        8,552,809
                                                                       ------------------------------

STOCKHOLDERS' DEFICIT
     Share Capital (Note 2)
         Authorized
                  1,000,000 preferred shares, par value $0.001
               1,000,000,000 common shares, par value $0.001
         Issued
                12,175 preferred shares in 2007 and 2006                          12               12
              357,316,577 common shares in 2007 (2006 - 345,316,577)         357,317          345,317
     Treasury stock, at cost (378,580 shares)                             (1,963,612)      (1,963,612)
     Additional paid-in capital                                          121,815,108      121,198,225
     Other comprehensive income -
         Foreign exchange translation gain                                    35,119           35,119
     Accumulated deficit                                                (128,789,375)    (128,151,916)
                                                                       ------------------------------

            TOTAL stockholders' deficit                                   (8,545,431)      (8,536,855)
                                                                       ------------------------------

TOTAL LIABILITIES AND Stockholders' DEFICIT                            $      90,231    $      15,954
=====================================================================================================





              The accompanying notes are an integral part of these
                  unaudited consolidated financial statements.
</TABLE>



                                      -4-
<PAGE>

<TABLE>
<CAPTION>

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

                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

FOR THE THREE-MONTH PERIODS ENDED MARCH 31            2007             2006
--------------------------------------------------------------------------------



<S>                                              <C>              <C>
LICENSING FEES                                   $       5,556    $       5,556
                                                 ------------------------------

EXPENSES
       Selling, general and administrative             235,040          185,557
       Research and development costs                   80,941           22,715
       Litigation expense                               79,759           85,872
       Depreciation and amortization                       537              491
                                                 ------------------------------

            TOTAL EXPENSES                             396,277          294,635
                                                 ------------------------------

LOSS FROM OPERATIONS                                  (390,721)        (289,079)

OTHER INCOME (EXPENSE)
       Interest expense                               (201,931)          (4,297)
       Debt Conversion Expense                         166,857             --
       Gain on extinguishment of debt                  122,050             --
                                                 ------------------------------

NET LOSS                                         $    (637,459)   $    (293,376)
================================================================================

NET LOSS PER COMMON SHARE - BASIC AND DILUTED    $       (0.00)   $       (0.00)
================================================================================

WEIGHTED AVERAGE SHARES - BASIC AND DILUTED        327,547,261      320,416,577
================================================================================









                   The accompanying notes are an integral part
             of these unaudited consolidated financial statements.
</TABLE>


                                      -5-
<PAGE>
<TABLE>
<CAPTION>


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

                                               TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (UNAUDITED - EXPRESSED IN US DOLLARS)


FOR THE THREE-MONTH PERIODS ENDED MARCH 31                             2007          2006
--------------------------------------------------------------------------------------------

OPERATING ACTIVITIES
<S>                                                                <C>          <C>
     Net loss for the period                                       $  (637,459)   $(293,376)
     Adjustments to reconcile net loss to net
    cash provided by (used in) operating activities:
         Amortization of deferred licensing fees                        (5,556)      (5,556)
         Depreciation and amortization                                     537          491
         Gain on extinguishment of debt                               (122,050)        --
         Amortizaton of loan discount                                  192,941         --
         Debt conversion expense                                       166,857         --
         Warrant compensation  (Note 2)                                 87,405         --
     (Increase) decrease in operating assets
         Prepaid expenses and other current assets                        --           --
     Increase (decrease) in operating liabilities
         Accounts payable                                              (28,210)      37,142
         Accrued liabilities and provision for lawsuit settlements      64,349       52,314
                                                                   ------------------------
              Net cash used in operating activities                   (281,186)    (208,985)
                                                                   ------------------------

FINANCING ACTIVITIES
     Notes Payable                                                     296,000      160,000
     Convert loan payable to common stock                               60,000         --
                                                                   ------------------------
              Net cash provided by financing activities                356,000      160,000
                                                                   ------------------------

NET INCREASE (DECREASE) IN CASH                                         74,814      (48,985)

CASH, beginning of  period                                              14,745      100,538
                                                                   ------------------------
CASH, end of period                                                $    89,559    $  51,553
===========================================================================================








              The accompanying notes are an integral part of these
                  unaudited consolidated financial statements.
</TABLE>



                                      -6-
<PAGE>

================================================================================

                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

MARCH 31, 2007 AND 2006
--------------------------------------------------------------------------------


1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF BUSINESS

     Turbodyne Technologies, Inc., a Nevada corporation, and its subsidiaries
     (the "Company") engineer, develop and market products designed to enhance
     performance and reduce emissions of internal combustion engines.

     The Company's operations have been financed principally through a
     combination of private and public sales of equity and debt securities. If
     the Company is unable to raise equity capital or generate revenue to meet
     its working capital needs, it may have to cease operating and seek relief
     under appropriate statutes. These consolidated financial statements have
     been prepared on the basis that the Company will be able to continue as a
     going concern and realize its assets and satisfy its liabilities and
     commitments in the normal course of business and do not reflect any
     adjustment which would be necessary if the Company is unable to continue as
     a going concern.

     Basis of Presentation

     The interim financial statements included herein, presented in accordance
     with United States generally accepted accounting principles and stated in
     US dollars, have been prepared by the Company, without audit, pursuant to
     the rules and regulations of the Securities and Exchange Commission and
     with the instruction to Form 10-QSB and Item 310(b) of Regulation S-B..
     Certain information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted pursuant to such rules and
     regulations, although the Company believes that the disclosures are
     adequate to make the information presented not misleading.

     These financial statements reflect all adjustments, consisting of normal
     recurring adjustments, which in the opinion of management are necessary for
     fair presentation of the information contained therein. It is suggested
     that these interim financial statements be read in conjunction with the
     audited financial statements of the Company for the years ended December
     31, 2006 and 2005 included in the Company's 10-KSB Annual Report. The
     Company follows the same accounting policies in the preparation of interim
     reports.

     Results of operations for the interim periods are not indicative of nual
     results.

     Going Concern

     The accompanying consolidated financial statements have been prepared
     assuming that the Company will continue as a going concern. The Company has
     suffered net operating losses in recent periods, has an accumulated deficit
     of $128,789,375 at March 31, 2007 and a total capital deficit of $8,545,431
     at March 31, 2007. It has used most of its available cash in its operating
     activities in recent years, has a significant working capital deficiency
     and is subject to lawsuits brought against it by other parties. These
     matters raise substantial doubt about the Company's ability to continue as
     a going concern.


                                      -7-
<PAGE>


================================================================================

                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

MARCH 31, 2007 AND 2006
--------------------------------------------------------------------------------


1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
     CONTINUED

     PRINCIPLES OF CONSOLIDATION

     The accompanying consolidated financial statements, stated in United States
     dollars, include the accounts of Turbodyne Technologies, Inc. and its
     wholly owned subsidiaries, Turbodyne Systems, Inc., Turbodyne Germany Ltd.,
     Electronic Boosting Systems, Inc. and Pacific Baja Light Metals Corp.
     ("Pacific Baja"). All intercompany accounts and transactions have been
     eliminated on consolidation.

     Depreciation and Amortization

     Depreciation and amortization of property and equipment is computed using
     the straight-line method over estimated useful lives as follows:

                       Machinery and equipment - 7 to 15 years
                       Furniture and fixtures  - 5 to 10 years

     LICENSES

     Licenses are recorded at cost and are amortized over the estimated useful
     life of 18 years.

     Valuation of Long-Lived Assets

     The Company periodically reviews the carrying value of long-lived assets
     for indications of impairment in value and recognizes impairment of
     long-lived assets in the event the net book value of such assets exceeds
     the estimated undiscounted future cash flows attributable to such assets.
     Long-lived assets to be disposed of by sale are to be measured at the lower
     of carrying amount or fair value less cost of sale whether reported in
     continuing operations or in discontinued operations. No impairment was
     required to be recognized during 2007 and 2006.

     Recognition of Revenue

     License fee revenue is recognized over the term of the license agreement.
     During the year ended December 31, 2003, $400,000 in license fees were
     deferred and are being amortized over 18 years. As a result, for the
     quarter ended March 31, 2007 $5,556 ($5,556 - 2006) of licensing fees was
     recognized as income.

     Earnings (Loss) Per Share

     Earnings (loss) per share is computed in accordance with SFAS No. 128,
     "Earnings Per Share". Basic earnings (loss) per share is calculated by
     dividing the net income (loss) available to common stockholders by the
     weighted average number of shares outstanding during the period. Diluted
     earnings per share reflects the potential dilution of securities that could
     share in earnings of an entity. In a loss period, dilutive common
     equivalent shares are excluded from the loss per share calculation as the
     effect would be anti-dilutive.


                                      -8-
<PAGE>

================================================================================

                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

MARCH 31, 2007 AND 2006
--------------------------------------------------------------------------------


1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
     CONTINUED

     Fair Value of Financial Instruments

     The fair values of the Company's cash, term debts, accounts payable,
     accrued liabilities and loans payable approximate their carrying values
     because of the short-term maturities of these instruments.

     Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     the disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenue and expenses
     during the reporting period. Actual results could differ from those
     estimates.

     Stock-Based Compensation

     The Company accounts for stock-based compensation under the fair value
     method in accordance with Statement of Financial Accounting Standards No.
     123 (revised 2004), "Share Based Payment" "SFAS 123(R)".

     Research and Development

     Research and development costs related to present and future products have
     been charged to operations in the period incurred.

     Income Taxes

     The Company accounts for income taxes under the asset and liability method
     of accounting for income taxes, which recognizes deferred tax assets and
     liabilities for the estimated future tax consequences attributable to
     differences between the financial statement carrying amounts of existing
     assets and liabilities and their respective tax bases. Deferred tax assets
     and liabilities are measured using enacted tax rates in effect for the
     years in which those temporary differences are expected to be recovered or
     settled. The effect on deferred tax assets and liabilities of a change in
     tax rates is recognized in income in the period that includes the enactment
     date.


                                      -9-
<PAGE>


================================================================================

                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

MARCH 31, 2007 AND 2006
--------------------------------------------------------------------------------


1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
     CONTINUED

     COMPREHENSIVE INCOME

     The Company has adopted SFAS No. 130, "Reporting Comprehensive Income".
     SFAS No. 130 establishes standards to measure all changes in equity that
     result from transactions and other economic events other than transactions
     with owners. Comprehensive income is the total of net earnings (loss) and
     all other non-owner changes in equity. Except for net earnings (loss) and
     foreign currency translation adjustments, the Company does not have any
     transactions and other economic events that qualify as comprehensive income
     as defined under SFAS No. 130. As foreign currency translation adjustments
     were immaterial to the Company's consolidated financial statements, net
     earnings (loss) approximated comprehensive income for the quarter ended
     March 31, 2007 and 2006.

     LEGAL FEES

     The Company expenses legal fees in connection with litigation as incurred.

     NEW ACCOUNTING PRONOUNCEMENTS

     In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
     Financial Assets and Financial Liabilities" ("SFAS 159") which permits
     entities to choose to measure many financial instruments and certain other
     items at fair value that are not currently required to be measured at fair
     value. SFAS 159 will be effective for the Company on January 1, 2008. The
     Company is currently evaluating the impact SFAS 159 may have on its
     financial condition or results of operations.

     In September 2006, the Financial Accounting Standards Board (FASB) issued
     Statement of Financial Accounting Issues No. 157, "Fair Value Measurements"
     ("SFAS 157"), which defines the fair value, establishes a framework for
     measuring fair value and expands disclosures about fair value measurements.
     This statement is effective for financial statements issued for fiscal
     years beginning after November 15, 2007, and interim periods within those
     fiscal years. Early adoption is encouraged, provided that the Company has
     not yet issued financial statements for that fiscal year, including any
     financial statements for an interim period within that fiscal year. The
     Company is currently evaluating the impact SFAS 157 may have on its
     financial condition or results of operations.

     In June 2006, the FASB released FASB Interpretation No. 48, Accounting for
     Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109
     (FIN 48). FIN 48 clarifies the accounting and reporting for uncertainties
     in income tax law. This interpretation prescribes a comprehensive model for
     the financial statement recognition, measurement, presentation and
     disclosure of uncertain tax positions taken or expected to be taken in
     income tax returns. This statement is effective for fiscal years beginning
     after December 15, 2006. The Company is currently evaluating the impact FIN
     48 may have on its financial condition or results of operations.


                                      -10-
<PAGE>

================================================================================

                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

MARCH 31, 2007 AND 2006
--------------------------------------------------------------------------------


2.   SHARE CAPITAL

     Transactions not disclosed elsewhere in these consolidated interim
     financial statements are as follows:

     a)   Authorized Capital At the Annual General Meeting held on June 30,
          2004, the shareholders approved an increase of authorized capital to
          1,000,000,000 common shares.

          In 2003, 150,000 of the 1 million preferred shares were designated as
          Series X preferred shares. These shares have a par value of $0.001 per
          share with each share being convertible into 100 common shares at the
          discretion of the holder. As of March 31, 2007, 12,675 of Series X
          preferred shares convertible into 1,267,500 common shares are
          outstanding.

          In addition to outstanding shares of common stock, options and
          warrants described in these notes additional shares are issuable in
          connection with the change of control transaction in September 2005 in
          the event the Company issues any securities directly or indirectly
          related to pre-merger events.

     b)   During the three months ended March 31, 2007 the Company issued
          12,000,000 shares of common stock for conversion of notes payable.
          During the three months ended March 31, 2006, the Company issued
          8,807,400 shares of common stock, 8,107,400 for exercise of options
          and 700,000 for conversion of 7,000 preferred shares.

     c)   Stock Options

          The determination of fair value of share-based payment awards to
          employees, directors and non-employees on the date of grant using the
          Black-Scholes model is affected by the Company's stock price as well
          as assumptions regarding a number of highly complex and subjective
          variables. These variables include, but are not limited to the
          expected stock price volatility over the term of the awards, and
          actual and projected employee stock option exercise behaviors.
          Management has used historical data to estimate forfeitures. The
          risk-free rate is based on U.S. Treasury rates in effect during the
          corresponding period of grant. The expected volatility is based on the
          historical volatility of the Company's stock price.


                                      -11-
<PAGE>


================================================================================

                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

MARCH 31, 2007 AND 2006
--------------------------------------------------------------------------------

2.   SHARE CAPITAL - CONTINUED


     GRANT OF STOCK OPTIONS TO NON-EMPLOYEES FOR SERVICES

     During 2006, we granted warrants to purchase 77,200,000 shares of our
     common stock to various consultants that we deemed essential to our
     operations. Of these warrants, 2,469,444 were vested and reflected as an
     expense for the three months ended March 31, 2007.

     During the three months ended March 31, 2007 the Company recorded $87,405
     (2006 - $0) of compensation expense relating to stock warrants issued to
     non-employees for services rendered during the period.

     The estimated fair value of warrants issued to non-employees during the
     three months ended March 31, 2007 was of $0.023, $0.055 and $0.045.
     Assumptions used to value the warrants were as follows:

                                                   Three Months Ended

                                             March 31, 2007       March 31, 2006
                                      ------------------------------------------

     VOLATILITY                               155% and 153%                --
     ----------

     RISK-FREE INTEREST RATES           4.57%, 4.45%, 4.70%                --
     ------------------------

     EXPECTED LIVES IN YEARS                             7                 --
     -----------------------

     DIVIDEND YIELD                                     --                 --
     --------------

     FORFEITURE RATE                                    --                 --
     ---------------



                                      -12-
<PAGE>


================================================================================

                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

MARCH 31, 2007 AND 2006
--------------------------------------------------------------------------------


2.   SHARE CAPITAL - CONTINUED

     d)   Stock Purchase Warrants

          At March 31, 2007 the Company had 18,938,888 share purchase warrants
          outstanding and exercisable. These warrants were issued in connection
          with private placements, non-employee compensation and other means of
          financing. The holders of these warrants are entitled to receive one
          share of common stock of the Company for one warrant exercised. The
          warrants have exercise prices ranging from $0.0117 to $0.12 per share
          with a weighted average exercise price of $0.029 per share and
          expiration dates between 2007 and 2014. Details of share purchase
          warrants for the quarter ended March 31, 2007 are as follows:

<TABLE>
<CAPTION>
                                                                  2007

                                          INVESTORS      EMPLOYEES & CONSULTANTS         TOTAL
                                    -----------------------------------------------------------------------

                                              WEIGHTED                WEIGHTED                   WEIGHTED
                                               AVERAGE                 AVERAGE                    AVERAGE
                                              EXERCISE                EXERCISE                   EXERCISE
                                    WARRANTS     PRICE       WARRANTS    PRICE       WARRANTS       PRICE
                                    -----------------------------------------------------------------------
<S>                                 <C>         <C>         <C>         <C>         <C>            <C>
Outstanding at beginning of year    3,400,000   $   0.07    6,494,444   $   0.01    9,894,444      $   0.03
Granted                             6,500,000   $   0.03    2,469,444   $   0.01    8,668,444      $   0.02
                                    ---------               ---------               ---------
Warrants outstanding and
exercisable at end of  year         9,900,000   $   0.04    8,663,888   $   0.011   8,563,888      $   0.03
                                    =========               =========               =========
Weighted average fair value of
warrants granted during the year                $   0.02                $    0.02                  $   0.01
                                   ========================================================================
</TABLE>


     At March 31, 2007, the following is a summary of share purchase warrants
     outstanding and exercisable:

                                             Weighted-
                                               Average    Weighted
                                             Remaining     Average
                                           Contractual    Exercise
Exercise Price              Number        Life (Years)       Price
-------------------------------------------------------------------
  $  0.01                 8,247,224             6.55      $   0.01
$0.025 - 0.04             8,216,664             6.71          0.03
$0.10 - 0.12              2,100,000             0.01          0.11
                         ------------------------------------------


                         18,563,888             5.91      $   0.03
                         ==========


                                      -13-
<PAGE>

================================================================================

                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

MARCH 31, 2007 AND 2006
--------------------------------------------------------------------------------

3.   LOANS PAYABLE

                                                            2007          2006
                                                         ----------------------
     Unsecured, non-interest bearing loan payable, due on
     demand from stockholders and other parties          $  148,600   $ 148,600

     Note payable, 5% per annum, due June 15, 2007           46,879      15,000

     Convertible notes payable *                            799,614     648,184
                                                         ----------------------

     Total Loans Payable                                 $  995,093   $ 811,784
                                                         ======================

     * Convertible notes payable, unsecured, bearing interest at 5% per annum,
     convertible at any time prior to the due date of one year. Based on the
     conversion price the notes would be convertible into 180,886,889 shares at
     any time prior to payment.

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


4.   COMMITMENTS AND CONTINGENCIES

     The Company is party to various legal claims and lawsuits that have arisen
     in the normal course of business. There have been no material changes in
     the status of these matters since the issuance of the most recent audited
     annual financial statements.

     LITIGATION

     a)   TST, Inc.

          In March 2000, TST, Inc. ("TST"), a vendor to a subsidiary of Pacific
          Baja (Note 4(b)) filed an action against the Company alleging that in
          order to induce TST to extend credit to a subsidiary of Pacific Baja,
          the Company executed guarantees in favor of TST. TST alleged that the
          subsidiary defaulted on the credit facility and that the Company is
          liable as guarantor.

          Agreed to the immediate entry of judgment against the Company in the
          amount of $2,068,078 plus interest from the date of entry at the rate
          of 10% per annum. The amount of this judgment would immediately
          increase by any amount that TST is compelled by judgment or court
          order or settlement to return as a preferential transfer in connection
          with the bankruptcy proceedings of Pacific Baja; and

          TST cannot execute on its judgment until Turbodyne either: (a) files a
          voluntary bankruptcy case; (b) is the subject of an involuntary case;
          or (c) effects an assignment for the benefit of creditors.

          Any proceeds received by TST or its president from the sale of the
          issued shares will be automatically applied as a credit against the
          amount of the judgment against the Company in favor of TST. Prior to
          March 31, 2004, 147,000 shares issued in connection with the TST
          settlement had been sold which have reduced the provision for lawsuit
          settlement by $23,345.


                                      -14-
<PAGE>

================================================================================

                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

MARCH 31, 2007 AND 2006
--------------------------------------------------------------------------------


4.   COMMITMENTS AND CONTINGENCIES - LITIGATION CONTINUED

     a)   TST, Inc.- Continued At March 31, 2007, the Company has included
          $3,353,111 (December 31, 2006 - $3,273,352) in regard to this matter
          in provision for lawsuit settlements. It was determined that TST
          received payment in preference to other creditors before Pacific Baja
          filed its Chapter 11 petition in bankruptcy. TST and Pacific Baja
          settled the preference payment issue with TST paying $20,000 to
          Pacific Baja and TST relinquishing the right to receive $63,000
          therefore; $83,000 has been included in the provision for lawsuit
          settlements.

     b)   Pacific Baja Bankruptcy

          In July 1999, a major creditor of the Company's wholly-owned major
          subsidiary, Pacific Baja, began collection activities against Pacific
          Baja which threatened Pacific Baja's banking relationship with, and
          source of financing from, Wells Fargo Bank. As a result, Pacific Baja
          and its subsidiaries commenced Chapter 11 bankruptcy proceedings on
          September 30, 1999. In September 2001, the Pacific Baja Liquidating
          Trust (the "Trust") commenced action against us in the aforesaid
          Bankruptcy Court. The Trust was established under the Pacific Baja
          bankruptcy proceedings for the benefit of the unsecured creditors of
          Pacific Baja. The Company vigorously contested the Complaint until
          April 22, 2005 when the Company entered into a stipulation for entry
          of judgment and assignment in the Pacific Baja bankruptcy proceedings
          for $500,000 to be issued in common stock or cash or a combination.
          Additionally the Company assigned to the bankruptcy Trust the rights
          to $9,500,000 claims under any applicable directors and officers
          liability insurance policies. The bankruptcy Trust also agreed to a
          covenant not to execute against the Company regardless of the outcome
          of the insurance claims. The Company has completed the assignment of
          its insurance claims, but has not completed the cash/stock payment
          that was to be paid to the Trust by December 9, 2005. We are
          negotiating with the Trustee regarding this default

     c)   Former Officer

          On May 20, 2004, one of the Company's former officers, Mr. Peter
          Hofbauer, filed a motion against the Company alleging that the Company
          failed to pay him the sum of $369,266 pursuant to the terms of a
          purported settlement agreement, allegedly made for the purposes of
          settling amounts owed to the former officer for services to the
          Company. On August 3, 2004 a writ of attachment was applied to the
          Company's Certificate of Deposit for $315,000. On October 25, 2004 the
          former officer and the Company signed and filed with the court a
          Stipulation re: Settlement and Order. The stipulation ordered the
          Company to deliver 4,000,000 shares of common stock without
          restrictions to be used by the former officer to raise funds to settle
          amounts owed to him by the Company. As funds are raised to settle
          amounts owed, writs will be reversed from the Certificate of Deposit.


                                      -15-
<PAGE>


================================================================================

                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

MARCH 31, 2007 AND 2006
--------------------------------------------------------------------------------


4.   COMMITMENTS AND CONTINGENCIES - CONTINUED

     c)   Former Officer - Continued

          During 2004 the Company issued the 4,000,000 shares. Mr. Hofbauer sold
          2,600,000 shares and released $125,000 of the Certificate of Deposit.
          On June 7, 2005 Mr. Hofbauer claimed the remaining $210,496 in the
          Certificate of Deposit. The remaining 1,400,000 shares were returned
          to the Company in October 2006.

     e)   Former Director

          A former director of Turbodyne, Erwin Kramer (the "Plaintiff"),
          represented by his attorney Claus Schmidt, a former attorney of
          Turbodyne at the time of the alleged claim, filed a legal action in
          Germany against Turbodyne, our non-operating subsidiary Turbodyne
          Europe GmbH ("Turbodyne GmbH"), and ex-employees of Turbodyne GmbH,
          Peter Kitzinski and Marcus Kumbrick (collectively the "Defendants"),
          with the Regional Frankfurt court (the "German Court") in September,
          2004. The Plaintiff claims damages of Euro 245,620 plus 5% interest
          per annum against the Defendants in respect of actions taken by the
          Defendants while employed with Turbodyne GmbH.

          On September 9, 2004, the German Court, on a motion by the Defendants
          to the suit, dismissed the Plaintiff's claims against Peter Kitzinski
          and Marcus Kumbrick, and ordered that Turbodyne's patents in Munich be
          attached pending the resolution of the Plaintiff's claim against
          Turbodyne and Turbodyne GmbH. On June 13, 2005 the Court in Frankfurt
          dismissed the claim. The Plaintiff filed an appeal against this
          judgment with the Higher Regional Court in Frankfurt.


          The Plaintiff's attorney, Claus Schmidt, also filed similar suits on
          behalf of Frank Walter and Herbert Taeuber. The German courts are
          indicating that all three suits need to be filed in the United States
          not Germany. Presently the suits have not been filed in the United
          States. We vigorously dispute this claim and have retained German
          counsel to defend it and seek its dismissal. At March 31, 2007, the
          Company has included $405,785 in regard to this matter in the
          provision for lawsuit settlements.

     f)   Other

          The Company is currently involved in various collection claims and
          other legal actions. It is not possible at this time to predict the
          outcome of the legal actions.




                                      -16-
<PAGE>


ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS



FORWARD LOOKING STATEMENTS

The information in this discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements involve risks and uncertainties, including statements
regarding the Company's capital needs, business strategy and expectations. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",
"potential" or "continue", the negative of such terms or other comparable
terminology. Actual events or results may differ materially. In evaluating these
statements, you should consider various factors, including the risks outlined in
the Risk Factors section below, and, from time to time, in other reports the
Company files with the SEC. These factors may cause the Company's actual results
to differ materially from any forward-looking statement. The Company disclaims
any obligation to publicly update these statements, or disclose any difference
between its actual results and those reflected in these statements. The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. As used in this Quarterly
Report on Form 10-QSB, the terms "we", "us", "our", "Turbodyne" and "our
company" mean Turbodyne Technologies, Inc., unless otherwise indicated. All
dollar amounts in this Quarterly Report on Form 10-QSB are in U.S. dollars
unless otherwise stated.





                                      -17-
<PAGE>


OVERVIEW

We are an engineering Company and have been engaged, for over ten years, in the
design and development of forced-air induction (air-charging) technologies that
improve the performance of gas and diesel internal combustion engines. Optimum
performance of an internal combustion engine requires a proper ratio of fuel to
air. Power available from the engine is reduced when a portion of the fuel is
not used. In a wide range of gas and diesel engines additional air is needed to
achieve an optimal result. Traditional engineered solutions for this problem use
belts or exhaust gas (superchargers or turbochargers) to supply additional air
to an engine. Turbodyne, instead, uses electric motors to supply additional air.
Because an electric motor can be engaged more quickly, compared to the
mechanical delays inherent in a belt or exhaust gas device, Turbodyne's products
reduce this `turbolag' and otherwise adds to the effectiveness of gas and diesel
engines used in automotive, heavy vehicle, marine, and other internal combustion
installations.


Since September 2005 when it took office management has obtained some additional
financing and has conducted limited business activity including:

     o    Updating our financial statements and required SEC filings
     o    Assessment of our technology including patents and other rights
     o    Limited development of our Turbopac(TM) and related product line
     o    Review and negotiate to settle outstanding litigation and liabilities.
     o    Formulating business and marketing plans

There is no assurance we will be able to obtain sufficient financing to
implement full scale operations.

In February 2007 the Company filed a provisional application in the United
States Patent and Trademark Office for a TurboPac related technology. Referred
to as the 'TurboFlow', the patent disclosure includes application of the
technology to vehicle types commonly referred to as 'hybrids' or 'low emission
vehicles'. The disclosed technology applies advanced controls, energy
management, and a TurboPac related technology to avoid problems encountered when
using traditional turbo- or super- charging air injection units with a small
engine in those types of vehicles.



                                      -18-
<PAGE>


RESULTS OF OPERATIONS

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

                                      First Quarter Ended March 31
                             ---------------------------------------------------
                                                                Percentage
                                 2007             2006           Increase
                                                                (Decrease)
                             -------------   --------------   -------------
Total Revenue                  $  5,556           $5,556           Nil
Operating Expenses            ($396,277)       ($294,635)            34%
Net Loss from Operations      ($390,721)       ($289,079)            35%
Other Income (expense), net   ($246,738)         ($4,297)        (5,642%)
                             =============   ==============   =============
Net Loss                      ($637,459)       ($293,376)          (117%)
                             =============   ==============   =============


NET REVENUE

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

                                        First Quarter Ended March 31
                             -------------------------------------------------
                                                              Percentage
                                 2007           2006          Increase
                             -------------- ------------- --------------------

License Fee                     $5,556         $5,556          Nil
                             ============== ============= ====================



We had no revenue in 2006 other than recognition of amortized license fees.
During the year ended December 31, 2003, $400,000 in license fees were deferred
and amortized over 18 years. As a result, for the three months ended March 31,
2007 and 2006, $5,556 of licensing fees was recognized as income. Our continued
net losses from operations reflect our continued operating expenses and our
inability to generate revenues. We believe that we will not be able to generate
any significant revenues from TurboPac(TM) until we complete our production
models and enter into manufacturing and sales arrangements.


COSTS OF SALES

We had no sales in 2007 and 2006; therefore we did not have any costs of sales
during any portion of these years.


OPERATING EXPENSES

Operating expense increased in first quarter 2007 substantially from the
comparable quarter in 2006. This was primarily due to resumption of more
significant operations and research and development operations which included
the filing of a provisional application with the United States Patent and
Trademark Office for a TurboPac related technology.


                                      -19-
<PAGE>


The primary components of our operating expenses are outlined in the table
below:
<TABLE>
<CAPTION>

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

                                                            First Quarter Ended March 31
                                                  -------------------------------------------------
                                                                                   Percentage
                                                     2007           2006      Increase / (Decrease)
                                                  ------------- ------------ ----------------------

<S>                                                <C>            <C>                 <C>
Selling, General and Administrative Expenses       $235,040       $185,557            27%
Research and Development Expenses                  $ 80,941       $ 22,715           256%
Litigation Expenses                                $ 79,759       $ 85,872            (7%)
</TABLE>


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative costs included management compensation and overhead
and increased due to consulting fees to management.


RESEARCH AND DEVELOPMENT

The increase in research and development costs in 2007 is due to the resumption
of limited development operations. Our research and development costs related to
present and future products are charged to operations in the period incurred.
Our research and development activities during 2007 are associated with the
development of our Turbopac product.


LITIGATION EXPENSE

The decrease in litigation expense is primarily attributable to our settlement
of litigations and reduction of fees necessary to defend these actions.


STOCK BASED COMPENSATION

Stock based compensation included in expenses was $87,405 for the three months
ended March 31, 2007. We did not rely on stock based compensation during the
three month period ended March 31, 2006.

During 2006, we granted warrants to purchase 77,200,000 shares of our common
stock to various consultants that we deemed essential to our operations. Of
these warrants, 2,469,444 were vested and reflected as an expense for the three
months ended March 31, 2007.

The method by which we account for stock based compensation is discussed below
under "Critical Accounting Policies".


                                      -20-
<PAGE>


FINANCIAL CONDITION


CASH AND WORKING CAPITAL
<TABLE>
<CAPTION>

                               -------------------- ----------------------- ----------------------
                                                                                   Percentage
                                 At March 31, 2007    At December 31, 2006   Increase / (Decrease)
                               -------------------- ----------------------- ----------------------
<S>                                       <C>                     <C>                <C>
Current Assets                            $90,231                 $15,417            485%
Current Liabilities                   ($8,443,620)            ($8,233,531)             3%
Working Capital Deficit               ($8,353,389)            ($8,218,114)             2%
                               ==================== ======================= ======================
</TABLE>


The increase to our working capital deficit was attributable to an increase in
current liabilities.


LIABILITIES
<TABLE>
<CAPTION>

                                       ----------------------------------------- ----------------------
                                        At March 31, 2007  At December 31, 2006        Percentage
                                                                                  Increase / (Decrease)
                                       ----------------------------------------- ----------------------
<S>                                            <C>                   <C>                   <C>
Provision for Lawsuit Settlements              $4,754,896            $4,675,137            2%
Accounts Payable                               $2,152,157            $2,302,417           (7%)
Accrued Liabilities                              $419,793              $444,193           (5%)
Short-Term Loans                                 $995,094              $811,784            23%
</TABLE>

The increase in provision for lawsuits is due to accrued interest on outstanding
judgments. Accounts payable decreased due to a settlement of debt and payments
of debt. Short-term loans increased in connection with our note financing to
generate cash.

We continue to negotiate with our creditors for the payment of our accounts
payable and accrued liabilities. Payment of these liabilities is contingent on
new funding being received that would enable us to make payments to the
creditors. Our ability to continue our operations is also conditional upon the
forbearance of our creditors.

Included in short-term loans at March 31, 2007 are unsecured, non-interest
bearing advances of $148,600 that we anticipate will be converted into shares of
our common stock.


                                      -21-
<PAGE>

CASH FLOWS

                                                 -------------------------------
                                                   Three Months Ended March 31
                                                 -------------------------------
                                                           2007            2006
                                                           ----            ----
Net Cash used in Operating Activities                ($281,186)      ($208,985)
Net Cash provided by Financing Activities              $356,000        $160,000
Net Increase (decrease) in Cash During Period           $74,814       ($48,985)


The increase in cash used in operating activities was due to the fact that
additional funds were obtained in private financing in 2006 and 2007. This
enabled us to utilize more funds for development in 2007 than in 2006.


FINANCING REQUIREMENTS

We will require additional financing if we are to continue as a going concern
and to finance our business operations. While we have obtained some financing in
2006 we need substantially more capital. We may not be able to obtain additional
working capital on acceptable terms, or at all. Accordingly, there is
substantial doubt about our ability to continue as a going concern. We are
presently in the process of negotiating to raise working capital to finance our
operations which is no assurance that we will be able to raise the additional
capital that we require to continue operations. In the event that we are unable
to raise additional financing on acceptable terms, then we may have to cease
operating and seek relief under appropriate statutes.


CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. As
such, some accounting policies have a significant impact on the amount reported
in these financial statements. Note that our preparation of this Quarterly
Report on Form 10-QSB requires us to make estimates and assumptions that affect
the reported amount of assets and liabilities, disclosure of contingent assets
and liabilities at the date of our financial statements, and the reported
amounts of revenue and expenses during the reporting period. There can be no
assurance that actual results will not differ from those estimates. We have
identified certain accounting policies, described below, that are the most
important to the portrayal of our current financial condition and results of
operations.


THERE IS SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN

Our reviewed consolidated financial statements included with this Quarterly
Report on Form 10-QSB have been prepared assuming that we will continue as a
going concern. We have suffered net losses in recent periods and have an
accumulated deficit of $128,429,577 at March 31, 2007, have used cash in our
operating activities in recent periods, are subject to lawsuits brought against
us by shareholders and other parties, and based on our projected cash flows for
the ensuing year, we are required to seek additional equity or debt financing in
order to continue our present operations. These matters raise substantial doubt
about our ability to continue as a going concern.

                                      -22-
<PAGE>



STOCK BASED COMPENSATION

The Company accounts for stock-based compensation under the fair value method in
accordance with Statement of Financial Accounting Standards No. 123 (revised
2004), "Share Based Payment" "SFAS 123(R)".


REVENUE RECOGNITION

Prior to the suspension of our operations in 2003, we recognized revenue upon
shipment of product. Since the re-commencement of operations in 2004, we
recognize license and royalty fees over the term of the license or royalty
agreement.


RESEARCH AND DEVELOPMENT

Prior to the suspension of our operations in 2003, we recognized revenue upon
shipment of product. Since the re-commencement of operations, we recognize
license and royalty fees over the term of the license or royalty agreement.
During the year ended December 31, 2003, $400,000 in license fees were deferred
and amortized over 18 years. As a result, for the quarter ended March 31, 2007,
$5,556 ($5,556 - 2006) of licensing fees was recognized as income.




                                      -23-
<PAGE>



NEW ACCOUNTING PRONOUNCEMENTS


In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS 159") which permits entities
to choose to measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value. SFAS 159
will be effective for the Company on January 1, 2008. The Company is currently
evaluating the impact SFAS 159 may have on its financial condition or results of
operations.


In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Issues No. 157, "Fair Value Measurements"
("SFAS 157"), which defines the fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements. This
statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. Early adoption is encouraged, provided that the Company has not yet
issued financial statements for that fiscal year, including any financial
statements for an interim period within that fiscal year. The Company is
currently evaluating the impact SFAS 157 may have on its financial condition or
results of operations.

In June 2006, the FASB released FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (FIN
48). FIN 48 clarifies the accounting and reporting for uncertainties in income
tax law. This interpretation prescribes a comprehensive model for the financial
statement recognition, measurement, presentation and disclosure of uncertain tax
positions taken or expected to be taken in income tax returns. This statement is
effective for fiscal years beginning after December 15, 2006. The Company is
currently evaluating the impact FIN 48 may have on its financial condition or
results of operations.




                                      -24-
<PAGE>



ITEM 3A.          CONTROLS AND PROCEDURES.


EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the Company's Chief Executive Officer and its Chief
Financial Officer reviewed and evaluated the effectiveness of the Company's
disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(e)).These controls are designed to ensure that material information the
Company must disclose in its reports filed or submitted under the Exchange Act
is recorded, processed, summarized and reported on a timely basis. These
officers have concluded, based on that evaluation, that as of such date, the
Company's disclosure controls and procedures were effective at a reasonable
assurance level for a Company with substantially no activities and no personnel.
The Company believes it must devise new procedures as it increases its activity
and its personnel.

         As required by Rule 13a-15 under the Exchange Act the Company's Chief
         Executive Officer and its Chief Financial Officer reviewed and
         evaluated the effectiveness of the Company's internal control over
         financial reporting (as defined in Exchange Act Rule 13a-15(f)), The
         term "internal control over financial reporting" is a process designed
         by, or under the supervision of, the registrant's principal executive
         and principal financial officers, to provide reasonable assurance
         regarding the reliability of financial reporting and the preparation of
         financial statements for external purposes in accordance with generally
         accepted accounting principles.

The Company's Chief Executive Officer and Chief Financial Officer believed that
for the limited operations of the Company internal controls over financial
reporting were adequate to provide reasonable assurance at yearend. Nevertheless
these controls indicated substantial weakness that must be rectified if the
Company increased operations, including a lack of segregation of duties.



                                      -25-
<PAGE>



PART II - OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES.

The following issuances of securities occurred during the three months ended
March 31, 2007.

During the three months ended March 31, 2007 we sold 3.25 units of our
securities in a private placement. Each unit consisted of $100,000, a 5%
convertible note and warrants to purchase 2,000,000 of our shares at $0.025. The
note is convertible at any time prior to payment. The conversion price was
one-half penny ($.005). The securities were issued pursuant to Section 4(2) of
the Securities Act of 1933 and are exempt from the registration requirements
under that act. In addition during such quarter $60,000 of principal of the
aforesaid notes were converted into 12,000,000 shares of our common stock. These
latter shares were issued pursuant to Section 3a(9) of the Securities Act of
1933 and are exempt from the registration requirements under that act.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.


EXHIBITS


EXHIBIT NUMBER  DESCRIPTION OF EXHIBIT
--------------  ----------------------------------------------------------------
     31.1      Certification of Chief Executive Officer and Chief Financial
               Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
               2002.
     32.2      Certification of Chief Executive Officer and Chief Financial
               Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002.

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



                                      -26-
<PAGE>






In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                        TURBODYNE TECHNOLOGIES, INC.

Dated:   May 15, 2007                  BY: /S/ ALBERT F. CASE, JR.
                                       ---------------------------
                                       Albert F. Case, Jr.
                                       Chief Executive Officer





                                       BY: /S/ DEBI KOKINOS
                                       --------------------
                                       Debi Kokinos
                                       Chief Financial Officer and
                                       Chief Accounting Officer



                                      -27-