<PAGE>




                                UNITED  STATES
                         SECURITIES AND EXCHANGE COMMISSION
                            Washington,  D.C.  20549

                                  ___________

                                  FORM  10-Q

     QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES EXCHANGE
                                ACT  OF  1934


                For the Quarterly Period Ended September 30, 2001

                         Commission file number 0-21391

                                   ___________

                           TURBODYNE TECHNOLOGIES INC.
     (Exact  name  of  registrant  as  specified  in  its  charter)

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

                            6155 Carpinteria Avenue,
                             Carpinteria, California
                                      93013
     (Address  of  Principal  Executive  Offices)  (Zip  Code)

     Registrant's  telephone  number,  including  area  code:  (805)  684-4551

     Indicate  by  check  mark  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
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  YES  [X]  NO  [  ]

     The  number  of  shares  of  common  stock,  par  value  $.001  per  share,
outstanding  was  80,917,629  on  November  11,  2001.


================================================================================
                                                                            1


<TABLE>
<CAPTION>

                                    TURBODYNE TECHNOLOGIES, INC.
                                     CONSOLIDATED BALANCE SHEET
                              SEPTEMBER  30, 2001 AND DECEMBER 31, 2000



                                                        SEPTEMBER 30, 2001   DECEMBER 31, 2000
                                                            (unaudited)         (audited)
                                                        -------------------  ------------------
<S>                                                     <C>                  <C>
                         ASSETS
    ------------------------------------------------

    CURRENT ASSETS
    CASH
    TRADE ACCOUNTS RECEIVABLE, NET                                  54,361             334,209
    EMPLOYEE ADVANCE RECEIVABLES - LESS ALLOWANCE
      FOR DOUBTFUL ACCOUNTS                                          3,250               2,250
    INVENTORIES                                                    360,880             363,780
    PREPAID EXPENSES AND OTHER CURRENT ASSETS                       11,029              11,029
                                                        -------------------  ------------------
      TOTAL CURRENT ASSETS                                         429,520             711,268
                                                        -------------------  ------------------

  FIXED ASSETS
    PROPERTY, PLANT & EQUIPMENT at cost, net                       292,084             353,084
    OTHER ASSETS                                                    38,123              37,793
                                                        -------------------  ------------------
      TOTAL FIXED ASSETS                                           330,207             390,877
                                                        -------------------  ------------------
  TOTAL ASSETS                                                     759,727           1,102,145
                                                        ===================  ==================

  LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
------------------------------------------------------

  CURRENT LIABILITIES
    CURRENT MATURITIES OF LONG-TERM DEBT                           362,865             145,293
    ACCOUNTS PAYABLE AND CASH OVERDRAFT                          3,066,209           2,716,055
    ACCRUED LIABILITIES                                            269,234             265,626
    CASH ADVACED FOR UNISSUED SHARES                               630,000
    RESERVE FOR LAWSUIT SETTLEMENTS                              5,732,780           5,711,500
                                                        -------------------  ------------------
      TOTAL CURRENT LIABILITIES                                 10,061,088           8,838,474

  LONG-TERM DEBT, LESS CURRENT MATURITIES                           14,238              24,053
                                                        -------------------  ------------------
  TOTAL LIABILITIES                                             10,075,326           8,862,527
                                                        -------------------  ------------------

  SHAREHOLDERS' EQUITY (DEFICIT)
    PREFFERED STCOK, $0.001 PAR VALUE
      AUTHORIZED 1,000,000 SHARES
    COMMON STOCK, $0.001 PAR VALUE
      AUTHORIZED 99,000,000 SHARES; ISSED AND
      OUTSTANDING 77,122,448 AS OF SEPTEMBER 30, 2001
      AND 58,151,821 AS OF DECEMBER 31, 2000                        77,122              58,152
    TREASURY STOCK, AT COST                                     (1,755,534)         (1,755,534)
    ADDITIONAL PAID-IN CAPITAL                                 103,071,445         101,126,022
    CUMULATIVE OTHER COMPREHENSIVE INCOME                           35,119              35,119
    ACCUMULATED DEFICIT                                       (110,743,751)       (107,224,141)
                                                        -------------------  ------------------
      TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                      (9,315,599)         (7,760,382)
                                                        -------------------  ------------------
  TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                         759,727           1,102,145
                                                        ===================  ==================

</TABLE>

                                                                            2
<Page>


<TABLE>
<CAPTION>

                                                TURBODYNE TECHNOLOGIES, INC.
                                            CONSOLIDATED STATEMENT OF OPERATIONS
                                          SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2001
                                                          (unaudited)


                                                   THREE MONTHS      THREE MONTHS      NINE MONTHS       NINE MONTHS
                                                       ENDED             ENDED            ENDED             ENDED
                                                 SEPTEMBER, 2001   SEPTEMBER, 2000   SEPTEMBER, 2001   SEPTEMBER, 2000
                                                 ----------------  ----------------  ----------------  ----------------
<S>                                              <C>               <C>               <C>               <C>
  NET SALES                                               20,300             5,000            31,347           454,000
  LESS: COST OF GOODS SOLD                                 9,741                              12,641           546,000
                                                 ----------------  ----------------  ----------------  ----------------
    GROSS PROFIT                                          10,559             5,000            18,706           (92,000)
                                                 ----------------  ----------------  ----------------  ----------------

  LESS OPERATING EXPENSES
  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES          (145,401)        1,520,000           992,732         2,435,000
  RESEARCH AND DEVELOPMENT COSTS                         717,184         1,263,000         2,140,111         4,233,000
  DEPRECIATION AND AMORTIZATION                           23,070                              69,211
                                                 ----------------  ----------------  ----------------  ----------------
TOTAL OPERATING EXPENSES                                 594,853         2,783,000         3,202,054         6,668,000
                                                 ----------------  ----------------  ----------------  ----------------
  LOSS FROM OPERATIONS                                  (584,294)       (2,778,000)       (3,183,348)       (6,760,000)

  OTHER INCOME/(EXPENSE) BEFORE TAXES:
    OTHER INCOME/(EXPENSE)                                                                    17,192            68,000
    INTEREST EXPENSE, NET                                (16,199)          (10,000)          (19,538)          (77,000)
    REPRICING OF OPTIONS                                                (1,752,000)                         (2,440,000)
    LITIGATION EXPENSE                                   (76,678)         (760,000)         (333,916)       (1,235,000)
                                                 ----------------  ----------------  ----------------  ----------------
  LOSS BEFORE TAXES                                     (677,171)       (5,300,000)       (3,519,610)      (10,444,000)
  INCOME TAX EXPENSE/(BENEFIT)                                 0
                                                   ----------------  ----------------  ----------------  ----------------
NET LOSS                                                (677,171)       (5,300,000)       (3,519,610)      (10,444,000)
                                                 ================  ================  ================  ================

  NET LOSS FROM COMMON SHARE:
    BASIC LOSS PER SHARE                                   (0.01)            (0.06)            (0.05)            (0.22)
    DILUTED LOSS PER SHARE                                 (0.01)            (0.06)            (0.05)            (0.22)

  WEIGHTED AVERAGE SHARES USED FOR BASIC
  AND DILUTED LOSS PER SHARE                          69,777,653        47,266,000        67,637,135        47,231,000
                                                 ================  ================  ================  ================
</TABLE>


                                                                            3
<Page>

<TABLE>
<CAPTION>


                                TURBODYNE TECHNOLOGIES, INC.
                           CONSOLIDATED STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                         (unaudited)



                                                               2001         2000
                                                            -----------  -----------
<S>                                                         <C>          <C>
  CASH FLOWS FROM OPERATING ACTIVITIES:
    NET LOSS                                                (3,519,610)  (5,144,000)
    ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN
      OPERATING ACTIVITIES
      DEPRECIATION AND AMORTIZATION                             69,211      184,000
      (INCREASE) DECREASE IN OPERATING ASSETS:
        TRADE ACCOUNTS RECEIVABLES                             279,848    2,108,000
        EMPLOYEES ADVANCE RECEIVABLES                           (1,000)      55,000
        INVENTORIES                                              2,900      532,000
        PREPAID EXPENSES AND OTHER CURRENT ASSETS                    0      (25,000)
        OTHER ASSETS                                              (330)     (15,000)
      INCREASE (DECREASE) IN OPERATING LIABILITIES:
        TRADE ACCOUNTS PAYABLES                                340,812     (371,000)
        ACCRUED LIABILITIES                                      3,608      193,000
        RESERVE FOR LAUSUIT SETTLEMENT                          21,280        6,000
                                                            -----------  -----------
    NET CASH USED IN OPERATING ACTIVITIES                   (2,803,281)  (2,477,000)
                                                            -----------  -----------

    CASH FLOWS FROM INVESTING ACTIVITIES:
      PURCHASE OF PROPERTY AND EQUIPMENT                        (8,211)     (16,000)
                                                            -----------  -----------
    NET CASH USED IN INVESTING ACTIVITIES                       (8,211)     (16,000)
                                                            -----------  -----------

    CASH FLOW FROM FINANCING ACTIVITIES:
      NET PROCEEDS FROM SHORT-TERM BORROWINGS                  207,757        4,000
      ISSUANCE OF COMMON STOCK                               1,964,393
      CASH ADVANCE FOR UNISSUED SHARES                         630,000
      PROCEEDS FROM EXERCISE OF STOCK OPTIONS AND WARRANTS                2,704,000
      INCREASE  IN CASH OVERDRAFT                                9,342
      ISSUANCE OF COSTS PAID
                                                            -----------  -----------
    NET CASH PROVIDED BY FINANCING ACTIVITIES                2,811,492    2,708,000
                                                            -----------  -----------

    EFFECT OF EXCHANGE RATE CHANGES ON CASH                                 (21,000)
  NET INCREASE (DECREASE) IN CASH                                    0      194,000
  CASH AT BEGINNING OF PERIOD                                                29,000
                                                            -----------  -----------
  CASH AT END OF PERIOD                                              0      223,000
                                                            ===========  ===========

  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    CASH PAID DURING THE PERIOD FOR:
      INTEREST                                                               36,000
      INCOME TAXES                                               3,200          800

  SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
    FINANCING ACTIVITIES
      CONVERSION OF DEBT TO EQUITY
        STOCK ISSUED FOR LEGAL SETTLEMENTS
</TABLE>


                                                                            4

<PAGE>

Item  2.   Management Discussion and Analysis of Financial Condition and Results
           ---------------------------------------------------------------------
of  Operation
-------------

Except  for the historical information contained below, the matters discussed in
this  item  are  forward-looking  statements  that involve a number of risks and
uncertainties.  Our  actual  liquidity  needs, capital resources and results may
differ  materially  from  the  discussion  set  forth  in  the  forward-looking
statements.  For  a  discussion of important factors that could cause our actual
results,  performance  or  achievements  to  be  materially different from those
expressed  or  implied  be the forward-looking statements, see "Risk Factors" in
our  Annual  Report  on  Form  10-K for the fiscal year ended December 31, 2000.


RESULTS  OF  OPERATIONS

SALES

Sales  for  the  nine  months ended September 30, 2001 decreased to $31,347 from
$454,000 for the nine months ended September 30, 2000, a decrease of $422,653 or
approximately 92% and for the three months ended September 30, 2001 increased to
$20,300  from  $5,000 for the three months ended September 30, 2000, an increase
of  $15,300  or  approximately  300%.

Decrease  in  sales  were  the  result  of  licensing  of  the  technology, more
particularly  the  Turbopac Product line to Honeywell International. The Company
has not received any licensing fees from Honeywell since Honeywell has cancelled
the  supply  contract  with  Detroit Diesel Corporation for the sale of Turbopac
2500.  The Company on August 15, 2001 filed suit against Honeywell International
for  various  defaults  and  wrongdoings  by  Honeywell  and since that date the
Company  has  taken steps to generate new sales contracts for its product lines.


COST  OF  GOODS  SOLD

Cost  of  goods sold consists primarily of material, labor, and applied overhead
costs. Cost of goods sold for the nine months ended September 30, 2001 decreased
from  $546,000  for  the  nine  months  ended  September  30, 2000 to $12,641. A
decrease  of  $533,359  or  a  decrease  of  approximately  96%.

The  decrease  in  the  cost  of  goods sold is due to cancellation of the sales
contract by Honeywell International. The Company has taken steps to generate new
sales  contracts  and  accordingly an increase in the cost of goods is expected.


GROSS  PROFIT

Gross  profit  for the nine months ended September 30, 2001 increased to $18,706
or  approximately 62% of sales, from a loss of $92,000 for the nine months ended
September  30, 2000, and for the three months ended September 30, 2001 increased
to  $10,559  from  $5,000  for  the  three  months  ended September 30, 2000, an
increase  of  $5,559  or  approximately  49%  of  sales.

The  increase  in  Gross Profit was due to dramatic cost reductions initiated by
management.

The  Company  has  streamlined  its operations with emphasize on development and
commercialization  of  its  product  lines.

                                                                            5
<PAGE>

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

Selling, general and administrative expenses for the nine months ended September
30,  2001  decreased  to  $992,732  from  $2,435,000  for  the nine months ended
September  30,  2000, a decrease  of $1,442,268,or approximately 61% and for the
three  months  ended  September 30, 2001 decreased to $(145,401) from $1,520,000
for  the  three  months  ended  September  30, 2000, a decrease of $1,665,401 or
approximately  110%.

The  decrease in selling, general and administrative expenses were the result of
licensing  of  the technology to Honeywell International whereby under the terms
of license agreement, Honeywell took the responsibility of commercialization and
marketing  of the product lines. The Company is now commencing commercialization
and  marketing  of  its  products directly, however based on current budgets the
Company  expects  no  increases  in  the  near  future  in  selling, general and
administrative  expenses.



RESEARCH  AND  DEVELOPMENT  COSTS

Research  and  development  costs  for  the nine months ended September 30, 2001
decreased  to  $2,140,111  from  $4,233,000  for the nine months ended September
30,  2000,  a  decrease  of  $2,092,889  or approximately 49%, and for the three
months ended September 30, 2001, a decrease to $717,184 from $1,263,000, for the
three  months  ended September 30, 2000, a decrease of $545,816 or approximately
41%.

The  Company  has recently acquired new technology which reflect improvements to
Dynacharger  and  Turbopac  product  lines.  Although,  more  work is needed for
commercialization  of  the Technology, the Company is following a policy of paid
development  programs  whereby  the engine and auto companies will contribute to
the development costs. The Company has a history of receiving contributions from
the  engine  and  auto  companies  for  its research and development efforts and
management  expects  no increases from the current levels of expenditure in this
category.



OTHER  INCOME  AND  EXPENSES

Other  income  and  expense consists of interest expense, litigation expense and
other  income. Interest expense net of interest income for the nine months ended
September  30,  2001  expenses  decreased  to  $19,538 from $77,000 for the nine
months  ended September   30, 2000, and for the three months ended September 30,
2001  increased  to  $16,199   from $10,000 for the three months ended September
30,  2000.  The litigation expense decreased from $1,235,000 for the nine months
ended  September  30,  2000  to $333,916 for the nine months ended September 30,
2001  and  decreased from $760,000 for the three months ended September 30, 2000
to  $76,678  for  the  three  months  ended  September  30,  2001.

The  Company  is  currently involved in various litigation particularly suits by
the  Company  against  Honeywell  International, and Sheppard, Mullin, Richter &
Hampton  LLP  law  firm.  The Company

                                                                            6
<PAGE>

expects  expenditures  for  litigation  in  the  future, the current estimate of
litigation  costs  is  $  100,000  per  month.


NET  LOSS

Net loss for the nine months ended September 30, 2001 was $3,519,610 compared to
$10,444,000  for  the  same  period  in  2000,  a  decrease  of  $6,924,390  or
approximately  72%  and for the three months ended September 30, 2001 a decrease
to  $677,171  from  $5,300,000  for the three months ended September 30, 2000, a
decrease  of  $4,622,829  or  approximately  85%.

Based on the current management plan, the Company expects a reduction in the net
loss.

The  Company  is currently negotiating non-exclusive licenses for its technology
to  several  candidates  and revenues may be realized if such license agreements
are  entered  into.

The  Company,  however,  is not able to provide any assurance that such licenses
may  be  granted  and  if  granted  that  any  short-term  revenue  be realized.


LIQUIDITY  AND  CAPITAL  RESOURCES

The Company's operations have been financed principally through the private sale
of  our  equity securities and exercise of options by employees and consultants.

Cash  used  in operating activities for the nine months ended September 30, 2001
and 2000, was $2,477,000 and $2,803,281, respectively. For the nine months ended
September  30,  2001,  cash used in operating activities decreased $326,281 from
the  prior  period.

Cash  used  in investing activities for the nine months ended September 30, 2001
and  2000  was  $16,000  and  $8,211  respectively.


Cash  provided  by  financing activities for the nine months ended September 30,
2001  increased  to  $2,811,492  from  $2,708,000  for  the  nine  months  ended
September  30,  2000  primarily  from  the  sale  of  equity.

During  the  three  months  ended  June  30,  2001 the Company has substantially
reduced  its  operating  expenses  and  while  maintaining  its  research  and
development  activities  at  an  optimum  level.

The  Company is seeking equity financing for ongoing operations and financing of
litigation  at  this  time.

As  of  November  15,  2001,  the  Company  has  a  cash  position  of  $85,242.

If  we  are  not able to obtain sufficient working capital, we maybe required to
curtail  operations.  Accordingly, there is substantial doubt that unless we can
obtain  equity  financing,  the  Company  has the ability to continue as a going
concern.

The  Company  has  currently  established  reserves  for  various law suits, the
Company  has  no  cash  at this time to cover this reserve and in the event of a
loss  the  Company  may  have  to  seek  protection  under  chapter proceedings.

                                                                            7
<PAGE>

The  Company  is  attempting  to  negotiate  private  placements  for its equity
securities  for  the purpose of ensuring that sufficient funds are available for
ongoing operations and other requirements. The Company cannot give any assurance
that  these  financing  efforts  will  be  successful.

In the event that the Company does not obtain sufficient funding it will have to
reduce  research  and  development  activities  and  focus  on  licensing of its
Technology  to  interested  parties


Item  3          Quantitative  and  Qualitative  Disclosures  About  Market Risk
                 ---------------------------------------------------------------
     Not  Applicable


                           PART II. OTHER INFORMATION


Item  1.     Legal  Proceedings
             ------------------


          As  of  September  30,  2001,  the  Company  was  involved  in  legal
proceedings  as  follows:

          1.  Turbodyne  Technologies,  Inc.  v.  Sheppard,  Mullin,  Richter  &
Hampton  LLP,  et  al. -- an action alleging attorney malpractice brought by the
Company  against its former securities counsel.  This action is set for trial in
the  Superior  Court  for  Santa  Barbara  County  on  March  27,  2002.

          2.  Turbodyne  Technologies,  Inc.  v.  Durairaj,  et al. -- an action
alleging  fraud  by  the  sellers  to  the Company of the business of its former
subsidiary, Pacific Baja Light Metals, Inc.  This action is set for trial in the
Superior  Court  for  Santa  Barbara  County  on  April  24,  2002.

          3.  Turbodyne  Technologies,  Inc.  v.  Anderson,  et al. -- an action
alleging breach of fiduciary duty by members of the Company's former management.
This  action  is set for trial in the Superior Court for Santa Barbara County on
May  29,  2002.

          4.  Turbodyne  Technologies,  Inc. v. Honeywell International, Inc. --
an  action  brought  by  the  Company  on  August  15, 2001 in the United States
District  Court  for  the  Central  District  of  California seeking damages for
violation  of  the  antitrust  laws.

          5.  Honeywell  International,  Inc. v. Turbodyne Technologies, Inc. --
an  arbitration  initiated  by  Honeywell  seeking  termination  of  the
joint-development  and  other agreements between the Company and Honeywell.  The
Company  has  filed  a response contending that the arbitration should be stayed
pending  resolution  by  a  federal  court  of the antitrust dispute between the
parties.

          6.  Heartland  Financial  Corp.  v. Turbodyne Technologies, Inc. -- an
action in which Heartland's judgment in the amount of approximately $600,000 has
been  appealed  by  the  Company to the California Court of Appeal for the First
District.

          7.  The following actions remain pending but have been settled subject
to the completion of agreements or the making of agreed payments by the Company:
TST,  Inc.  v.  Turbodyne  Technologies,  Inc.;  Woollenweber  v.  Turbodyne
Technologies,  Inc.;  Lombard  v.  Turbodyne  Systems,  et  al.

                                                                            8
<PAGE>

          8.  The  Company is named as a Defendant in several collection actions
relating  to  services  or  products allegedly provided to the Company under its
former  management.  The  Company  is  investigating these claims and intends to
resolve  them  by  settlement  if  they prove to be meritorious.  The amounts of
these  claims  are  believed  not  to  be  material  to  the Company's financial
statements.



Item  2.     Changes  in  Securities  and  Use  of  Proceeds
             -----------------------------------------------

     On  July  28,  2001  we  sold  75,000 shares of our common stock and issued
warrants  to  purchase  an  additional 75,000 shares of common stock for a total
purchase  price  of approximately $30,000. The shares were sold to an accredited
investor  in  reliance  on  Regulation  S  of  the  Securities  Act.

     On  August  30,  2001 we sold 294,118 shares of our common stock and issued
warrants  to  purchase  an additional 294,118 shares of common stock for a total
purchase  price  of approximately $50,000. The shares were sold to an accredited
investor  in  reliance  on  Regulation S of the Securities Act. The warrants are
exercisable  at  a price per share of approximately $.44 on or before August 29,
2003.

     On  September  3, 2001 we sold 62,500 shares of our common stock and issued
warrants  to  purchase  an  additional 62,500 shares of common stock for a total
purchase  price  of approximately $10,000. The shares were sold to an accredited
investor  in  reliance  on  Regulation S of the Securities Act. The warrants are
exercisable at a price per share of approximately $.42 on or before September 5,
2003.

     On  September  7, 2001 we sold 62,500 shares of our common stock and issued
warrants  to  purchase  an  additional 62,500 shares of common stock for a total
purchase  price  of approximately $10,000. The shares were sold to an accredited
investor  in  reliance  on  Regulation S of the Securities Act. The warrants are
exercisable at a price per share of approximately $.42 on or before September 5,
2003.


     On  September 7, 2001 we sold 125,000 shares of our common stock and issued
warrants  to  purchase  an additional 125,000 shares of common stock for a total
purchase  price  of approximately $20,000. The shares were sold to an accredited
investor  in  reliance  on  Regulation S of the Securities Act. The warrants are
exercisable at a price per share of approximately $.42 on or before September 5,
2003.

     On  September 19, 2001 we sold 62,236 shares of our common stock and issued
warrants  to  purchase  an  additional 62,236 shares of common stock for a total
purchase  price  of  approximately $9,500. The shares were sold to an accredited
investor  in  reliance  on  Regulation S of the Securities Act. The warrants are
exercisable  at  a  price per share of approximately $.40 on or before September
19,  2003.

     On  September 19, 2001 we sold 98,854 shares of our common stock and issued
warrants  to  purchase  an  additional 98,854 shares of common stock for a total
purchase  price  of approximately $14,200. The shares were sold to an accredited
investor  in  reliance  on  Regulation S of the Securities

                                                                            9
<PAGE>

Act.  The warrants are exercisable at a price per share of approximately $.40 on
or  before  September  19,  2003.

     On  September 19, 2001 we sold 98,854 shares of our common stock and issued
warrants  to  purchase  an  additional 98,854 shares of common stock for a total
purchase  price  of approximately $14,200. The shares were sold to an accredited
investor  in  reliance  on  Regulation S of the Securities Act. The warrants are
exercisable  at  a  price per share of approximately $.40 on or before September
19,  2003.

On  September  19,  2001  we  sold 158,090 shares of our common stock and issued
warrants  to  purchase  an additional 158,090 shares of common stock for a total
purchase  price  of approximately $23,700. The shares were sold to an accredited
investor  in  reliance  on  Regulation S of the Securities Act. The warrants are
exercisable  at  a  price per share of approximately $.40 on or before September
19,  2003.


On  September  20,  2001  we  sold 666,667 shares of our common stock and issued
warrants  to  purchase  an additional 666,667 shares of common stock for a total
purchase  price of approximately $100,000. The shares were sold to an accredited
investor  in  reliance  on  Regulation  S  of  the  Securities  Act.

On  September  20,  2001  we  sold 126,472 shares of our common stock and issued
warrants  to  purchase  an additional 126,472 shares of common stock for a total
purchase  price  of approximately $19,000. The shares were sold to an accredited
investor  in  reliance  on  Regulation S of the Securities Act. The warrants are
exercisable  at  a  price per share of approximately $.40 on or before September
19,  2003.


Item  3.  Defaults  Upon  Senior  Securities
          Not  applicable.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders
          None.

Item  5.  Other  Information
          None.

Item  6.  Exhibits


Exhibit     Description
-------     -----------

99.1        Press  Release  dated  July  16,  2001
99.2        Press  Release  dated  August  15,  2001
99.3        Press  Release  dated  August  19,  2001
99.4        Press  Release  dated  November  9,  2001
99.5        Press  Release  dated  November  13,  2001
99.6        Press  Release  dated  November  13,  2001

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<PAGE>

                                    Signature


Pursuant  to  the  requirements  of  the  Securities  Exchange  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.


November  16,  2001      By
                           /s/ Charles  Caverno
                         Charles  Caverno
                         Chief  Financial  Officer
                         (Duly  Authorized  Officer  and
                         Principal  Financial  Officer)


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