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, 2006

[ ]  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 Identification No.)
incorporation or organization)


2848 SIOUX, 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 [ X ] No


State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 320,559,444 shares of common stock
issued and outstanding as of JULY 3, 2006.

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



<PAGE>




                          TURBODYNE TECHNOLOGIES, INC.
                               INDEX TO FORM 10-Q
                                 MARCH 31, 2006

                                                                          PAGE
                                                                         NUMBER

PART I -   FINANCIAL INFORMATION

Item 1.    Financial Statements:

           Consolidated Balance Sheets as of March 31, 2006
              and December 31, 2005                                           4

           Consolidated Statements of Operations for the three month
              periods ended March 31, 2006 and March 31, 2005                 5

           Consolidated Statements of Cash Flows for the three month
              periods ended March 31, 2006 and March 31, 2005                 6

           Notes to the Consolidated Financial Statements                     7

Item 2.    Management's Discussion and Analysis of Financial Condition
              and Results 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, 2006 AND 2005
                          (UNAUDITED - EXPRESSED IN US DOLLARS)






                                      -3-
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<CAPTION>


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                                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                                     CONSOLIDATED BALANCE SHEETS
                                                                       (EXPRESSED IN US DOLLARS)
                                                                    MARCH 31         December 31
                                                                        2006                2005
-------------------------------------------------------------------------------------------------

  ASSETS                                                             (UNAUDITED)
CURRENT
<S>                                                                <C>              <C>
   Cash                                                            $      51,553    $     100,538
   Prepaid expenses and other current assets                                 672              672
                                                                   -------------    -------------

        TOTAL CURRENT ASSETS                                              52,225          101,210
PROPERTY AND EQUIPMENT                                                     1,818            2,309
                                                                   -------------    -------------

TOTAL ASSETS                                                       $      54,043    $     103,519
-------------------------------------------------------------------------------------------------

LIABILITIES AND CAPITAL DEFICIT

LIABILITIES

CURRENT
   Accounts payable                                                $   2,528,401    $   2,491,259
   Accrued liabilities                                                   458,148          476,048
   Provision for lawsuit settlements (Notes 4)                         4,451,021        4,385,105
   Loans payable                                                         629,960          465,662
                                                                   -------------    -------------

        TOTAL CURRENT LIABILITIES                                      8,067,530        7,818,074

DEFERRED LICENSING FEE                                                   335,946          341,502
                                                                   -------------    -------------

        TOTAL LIABILITIES                                              8,403,476        8,159,576
                                                                   -------------    -------------

CAPITAL 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
            45,175 preferred shares in 2006 (2005 - 45,175)                   12               12
          320,416,577 common shares in 2006 (2005 - 320,416,577)         320,417          320,417
   Treasury stock, at cost (378,580 shares)                           (1,907,612)      (1,907,612)
   Additional paid-in capital                                        120,841,762      120,841,762
   Other comprehensive income -
       Foreign exchange translation gain                                  35,119           35,119
   Accumulated deficit                                              (127,639,131)    (127,345,755)
                                                                   -------------    -------------

        TOTAL CAPITAL DEFICIT                                         (8,349,433)      (8,056,057)
                                                                   -------------    -------------

TOTAL LIABILITIES AND CAPITAL DEFICIT                              $      54,043    $     103,519
-------------------------------------------------------------------------------------------------




    The accompanying notes are an integral part of these 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                     2006                   2005
---------------------------------------------------------------------------------------------


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

EXPENSES
    Selling, general and administrative                     185,557                  126,021
    Research and development costs                           22,715                  210,437
    Litigation expense                                       85,872                  257,081
    Depreciation and amortization                               491                    8,928
                                                      -------------            -------------

       TOTAL EXPENSES                                       294,635                  602,467
                                                      -------------            -------------

LOSS FROM OPERATIONS                                       (289,079)                (596,911)

OTHER INCOME (EXPENSE)
   Interest income                                             --                      1,173
   Interest expense                                          (4,297)                  (1,030)
   Loss on sale of asset                                       --                        770
                                                      -------------            -------------

NET LOSS                                              $    (293,376)           $    (595,998)
---------------------------------------------------------------------------------------------

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

WEIGHTED AVERAGE SHARES - BASIC AND DILUTED             320,416,577              164,011,132
---------------------------------------------------------------------------------------------




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



                                      -5-
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<TABLE>
<CAPTION>


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


FOR THE THREE-MONTH PERIODS ENDED MARCH 31                         2006           2005
--------------------------------------------------------------------------------------------

OPERATING ACTIVITIES
<S>                                                                <C>          <C>
   Net loss for the period                                         $(293,376)   $(595,998)
   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                                      491        8,928
      Stock option compensation  (Note 2)                               --        104,007
   (Increase) decrease in operating assets
       Prepaid expenses and other current assets                        --         46,383
   Increase (decrease) in operating liabilities
       Accounts payable                                               37,142       88,804
       Accrued liabilities and provision for lawsuit settlements      52,314      216,794
                                                                   ---------    ---------
          Net cash used in operating activities                     (208,985)    (136,638)
                                                                   ---------    ---------

FINANCING ACTIVITIES
   Notes Payable                                                     160,000       (1,093)
   Replacement of loans payable                                         --           --
   Proceeds from exercise of options                                    --        140,400
                                                                   ---------    ---------
          Net cash provided by financing activities                  160,000      139,307
                                                                   ---------    ---------

NET INCREASE (DECREASE) IN CASH                                      (48,985)       2,669

CASH, beginning of  period                                           100,538        1,615
                                                                   ---------    ---------
CASH, end of period                                                $  51,553    $   4,284
--------------------------------------------------------------------------------------------


SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid during the period
       Interest                                                    $    --      $     692
       Income taxes                                                $    --      $    --




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



                                      -6-
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                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

MARCH 31, 2006 AND 2005
--------------------------------------------------------------------------------


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 had no current business operations, place of business and no
     employees when in September 2005, new management took control with the
     purpose of attempting to resurrect the Company's business and seek
     financing for such purpose. The Company entered into a merger agreement in
     September 2005 that resulted in new management, which is examining
     alternatives for financing, and fulfilling its working capital needs based
     on its working capital projections.

     New management took control pursuant to a merger completed as of September
     9, 2005 pursuant to which a majority owned subsidiary of Aspatuck Holdings
     Ltd. ("Aspatuck") was merged into our newly formed wholly owned subsidiary.
     Prior to the merger, this subsidiary of Aspatuck entered into a consulting
     agreement ("Consulting Agreement") with Stamford Research, LLC that is
     obligated to provide the services of Mr. Albert Case to the Company. Upon
     completion of the merger, 139,192,222 shares of the Company's Common Stock
     were issuable to holders of the subsidiary of Aspatuck and 1,300,000 such
     shares became issuable to Stamford Research LLC, under the Consulting
     Agreement. At this time Mr. Albert Case became president and chief
     executive officer and Mr. Jason Meyers, principal shareholder of Aspatuck,
     became Chairman of the Board of Directors. Additional shares are issuable
     to the former shareholders of the Aspatuck subsidiary in the event the
     Company issues any securities related directly or indirectly to pre-merger
     events.

     The Company's operations have been financed principally through a
     combination of private and public sales of 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.
     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.



                                      -7-
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--------------------------------------------------------------------------------

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

MARCH 31, 2006 AND 2005
--------------------------------------------------------------------------------


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

     BASIS OF PRESENTATION - CONTINUED

     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, 2005 and 2004 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 annual
     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 $127,639,131 at March 31, 2006 and a total capital deficit of $8,349,433
     at March 31, 2006. 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.

     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 their estimated useful
     life.


                                      -8-
<PAGE>


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

MARCH 31, 2006 AND 2005
--------------------------------------------------------------------------------


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

     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 2006 and 2005.

     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, 2006 $5,556 ($5,556 - 2005) 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.


     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.



                                      -9-
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                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

MARCH 31, 2006 AND 2005
--------------------------------------------------------------------------------


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

     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

     Prior to January 1, 2005, the Company accounted for employee stock-based
     compensation using the intrinsic value method supplemented by pro forma
     disclosures in accordance with APB 25 and SFAS 123 "Accounting for
     Stock-Based Compensation" ("SFAS 123"), as amended by SFAS No.148
     "Accounting for Stock-Based Compensation--Transition and Disclosures."
     Under the intrinsic value based method, compensation cost is the excess, if
     any, of the quoted market price of the stock at grant date or other
     measurement date over the amount an employee must pay to acquire the stock.
     Under the intrinsic value method, the Company has recognized stock-based
     compensation common stock on the date of grant.

     Effective January 1, 2005 the Company adopted SFAS 123R using the modified
     prospective approach and accordingly prior periods have not been restated
     to reflect the impact of SFAS 123R. Under SFAS 123R, stock-based awards
     granted prior to its adoption will be expensed over the remaining portion
     of their vesting period. These awards will be expensed under the
     accelerated amortization method using the same fair value measurements
     which were used in calculating pro forma stock-based compensation expense
     under SFAS 123. For stock-based awards granted on or after January 1, 2005,
     the Company will amortize stock-based compensation expense on a
     straight-line basis over the requisite service period, which is generally a
     five-year vesting period.

     SFAS 123R requires forfeitures to be estimated at the time of grant and
     revised, if necessary, in subsequent periods if actual forfeitures differ
     from initial estimates. Previously under APB 25 to the extent awards were
     forfeited prior to vesting, the corresponding previously recognized expense
     was reversed in the period of forfeiture.

     RESEARCH AND DEVELOPMENT

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


                                      -10-
<PAGE>



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

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

MARCH 31, 2006 AND 2005
--------------------------------------------------------------------------------


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

     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.

     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, 2006 and 2005.

     LEGAL FEES

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

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

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, 2006 45,175 of Series X
          preferred shares convertible into 4,517,500 common shares are
          outstanding.


                                      -11-
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                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

MARCH 31, 2006 AND 2005
--------------------------------------------------------------------------------


2.   SHARE CAPITAL - CONTINUED

     b)   During the three months ended March 31, 2006 there were no share
          issuances. During the three months ended March 31, 2005, 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

          GRANT OF STOCK OPTIONS TO NON-EMPLOYEES FOR SERVICES

          The Company has recorded $0 (2005 - $40,810) of compensation expense
          relating to stock options issued to non-employees for services
          rendered during the period.

          The per share weighted average fair value of stock options granted for
          the three-months ended March 31, 2005 of $0.01, $0.02 and $0.04, on
          the date of grant using the Black-Scholes option-pricing model with
          the following weighted average assumptions in 2005: expected dividend
          yield Nil; expected volatility of 141%, 159% and 163%; risk-free
          interest rate of 2.89 and 3.75%, and expected life of 1 year and 5
          years.

          GRANT OF STOCK OPTIONS TO EMPLOYEES FOR SERVICES

          Prior to January 1, 2005, the Company accounted for employee
          stock-based compensation using the intrinsic value method supplemented
          by pro forma disclosures in accordance with APB 25 and SFAS 123
          "Accounting for Stock-Based Compensation" ("SFAS 123"), as amended by
          SFAS No.148 "Accounting for Stock-Based Compensation--Transition and
          Disclosures." Under the intrinsic value based method, compensation
          cost is the excess, if any, of the quoted market price of the stock at
          grant date or other measurement date over the amount an employee must
          pay to acquire the stock. Under the intrinsic value method, the
          Company has recognized stock-based compensation common stock on the
          date of grant.

          Effective January 1, 2005 the Company adopted SFAS 123R using the
          modified prospective approach and accordingly prior periods have not
          been restated to reflect the impact of SFAS 123R. Under SFAS 123R,
          stock-based awards granted prior to its adoption will be expensed over
          the remaining portion of their vesting period. These awards will be
          expensed under the accelerated amortization method using the same fair
          value measurements which were used in calculating pro forma
          stock-based compensation expense under SFAS 123. For stock-based
          awards granted on or after January 1, 2005, the Company will amortize
          stock-based compensation expense on a straight-line basis over the
          requisite service period, which is generally a five-year vesting
          period.



                                      -12-
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                                   TURBODYNE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)

MARCH 31, 2006 AND 2005
--------------------------------------------------------------------------------


2.   SHARE CAPITAL - CONTINUED

     c)   Stock Options - continued

          The Company has recorded $0 (2005 - $63,197) of compensation expense
          relating to stock options issued to employees. The per share weighted
          average fair value of stock options granted to employees during 2005
          was $0.02, calculated on the date of grant using the Black-Scholes
          option pricing model with the following weighted average assumptions
          in 2005: expected dividend yield Nil%; expected volatility of 163%;
          risk-free interest rate from 3.75%; and an expected life of 5 years.

     d)   Stock Purchase Warrants

          At March 31, 2006, the Company had 14,064,273 stock purchase warrants
          outstanding. These warrants were issued in connection with private
          placements and other means of financing.

          Details of share purchase warrants issued and expired during the
          quarter ended March 31, 2006 are as follows:

                                                                       Weighted
                                                                        Average
                                                                       Exercise
                                                         Warrants         Price
                                                       -------------------------

             Outstanding at December 31, 2005          11,573,510        $ 0.09
                Granted                                 3,200,000          0.02
                Expired                                 (709,237)          0.20
                                                       -------------------------

             Outstanding at March 31, 2006             14,064,273        $ 0.07
                                                       -------------------------

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


3.   LONG-TERM DEBT

     During the quarter ended September 30, 2004, the Company entered into a
     loan agreement collateralized by an automobile for an aggregate of $36,035.
     The loan bears interest at 6.64%, paid monthly; the last payment of $707 is
     due August 4, 2009.

     Subsequent to March 31, 2005 the Company was unable to make the payments so
     the bank repossessed the automobile and sold it at auction. The Company
     currently owes $17,428 which is included in accounts payable.

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


                                      -13-
<PAGE>



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

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

MARCH 31, 2006 AND 2005
--------------------------------------------------------------------------------


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.

     At March 31, 2006, the Company has included $2,966,236 (December 31, 2005 -
     $2,900,320) in regard to this matter in provision for lawsuit settlements.
     If it is determined that TST received payment in preference to other
     creditors before Pacific Baja filed its Chapter 11 petition in bankruptcy,
     TST will likely increase its claim by $2,130,000. 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, the
     $2,130,000 that the Company had included in the provision for lawsuit
     settlements, has been reduced to $83,000. The $2,047,000 difference has
     been recorded as a lawsuit settlement income in the last quarter of 2005.


                                      -14-
<PAGE>


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

MARCH 31, 2006 AND 2005
--------------------------------------------------------------------------------


4.   COMMITMENTS AND CONTINGENCIES - LITIGATION CONTINUED

     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.
          If the funds raised are not adequate to settle amounts owed, the
          Company will be obligated to issue further shares to the former
          officer in order to settle amounts owed.

          During 2004 the Company issued the 4,000,000 shares. Mr. Hofbauer has
          sold 2,600,000 shares and released $125,000 of the Certificate of
          Deposit. Subsequent to March 31, 2005 Mr. Hofbauer claimed the
          remaining $210,496 in the Certificate of Deposit. The remaining
          1,400,000 shares are to be returned to the Company.


                                      -15-
<PAGE>


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

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

MARCH 31, 2006 AND 2005
--------------------------------------------------------------------------------


4.   COMMITMENTS AND CONTINGENCIES - CONTINUED

     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, 2006, 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. The traditional engineered solutions for this problem
are to 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.


CHANGE OF CONTROL AND NEW EFFORTS

On September 9, 2005 a majority owned subsidiary of Aspatuck Holdings Ltd.
("Aspatuck") was merged into our newly formed wholly owned subsidiary pursuant
to an AGREEMENT AND PLAN OF MERGER (the "Agreement"). Prior to the merger, this
subsidiary of Aspatuck this subsidiary of Aspatuck entered into a consulting
agreement ("CONSULTING AGREEMENT") with Stamford Research LLC, which is
obligated to provide the services of Albert Case to the Company. Upon completion
of the merger, 139,192,222 shares of the Company's Common Stock were issuable to
holders of the subsidiary of Aspatuck and 1,300,000 such shares became issuable
to Stamford Research LLC, under the Consulting Agreement. At this time Mr.
Albert Case became President and Chief Executive Officer and Mr. Jason Meyers,
principal shareholder of Aspatuck, became Chairman of the Board of Directors.
Additional shares are issuable to the former shareholders of the Aspatuck
subsidiary when the Company issues any securities related directly or indirectly
to pre-merger events.

The new management has obtained some additional financing and has resumed
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) 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.


                                      -18-
<PAGE>


RESULTS OF OPERATIONS

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

                                                First Quarter Ended March 31
                                     -------------------------------------------
                                                                      Percentage
                                        2006               2005       (Decrease)
                                     ---------------- ------------- ------------
Total Income                           $5,556            $5,556            Nil
Operating Expenses                   ($294,635)        ($602,467)         (51%)
Net Loss from Operations             ($289,079)        ($596,911)         (52%)
Other Income (expense), net           ($4,297)             913           (571%)
                                     ================ ============= ============
Net Loss                             ($293,376)        ($595,998)         (51%)
                                     ================ ============= ============


NET REVENUE

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

                                                First Quarter Ended March 31
                                     -------------------------------------------
                                                                      Percentage
                                        2006              2005         Increase
                                     ----------------- ------------- -----------

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

We had no revenue in 2005 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,
2006 and 2005, $5,556 of licensing fees was recognized as income. Our limited
receipts (not reflected as revenue) are derived for the most part from selling
"shop" versions of our product and reflect the fact that our Turbopac(TM)
products are in the development stage. During 2005, we sold one prototype for
$27,319, which reduced our research and development expenses. 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

Because we had no sales in 2006 and 2005, we did not have any costs of sales
during any portion of these years.


OPERATING EXPENSES

Operating expense decreased in first quarter 2006 substantially from the
comparable quarter in 2005. This was primarily due to our attempt to continue
operations in 2005 with significant research and litigation expense. While we
resumed operations in late 2005, we have not been able to devote substantial
amounts to research nor have we been compelled to spend substantial amounts on
litigation expenses through the first quarter of 2006.


                                      -19-
<PAGE>


The primary components of our operating expenses are outlined in the table
below:

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

                                            First Quarter Ended March 31
                                     ----------------------------------------
                                                                 Percentage
                                       2006           2005       Increase /
                                                                 (Decrease)
                                     ----------------------------------------

Selling, General and
  Administrative Expenses            $185,557       $126,021        47%
Research and Development Expenses     $22,715       $210,437       (89%)
Litigation Expenses                   $85,872       $257,081       (67%)


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 decrease in research and development costs in 2006 is due to the suspension
of our operations in April 2005 and the subsequent resumption of limited
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 2006 are associated with the development of our
Turbopac product.


LITIGATION EXPENSE

The most significant component of our litigation expense was the accrual of
interest relating to TST, Inc. settlement.

Our litigation expenses are attributable to our involvement in several ongoing
legal proceedings or the settlement of these proceedings. Litigation expenses
during the balance of 2006 are anticipated to consist primarily of legal
expenses relating to the proceedings involving our former subsidiary, Pacific
Baja and accrual of interest relating to TST, Inc.


STOCK BASED COMPENSATION

We did not rely on stock based compensation during the three month period ended
March 31, 2006. Stock based compensation included in expenses was $104,007 for
the three months ended March 31, 2005.

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, 2006   At December 31, 2005  Increase / (Decrease)
                          -------------------- ---------------------- ----------------------
<S>                                   <C>                   <C>               <C>
Current Assets                        $52,225               $101,210          (48%)
Current Liabilities              ($8,067,530)           ($7,818,074)            3%
Working Capital Deficit          ($8,015,305)           ($7,716,864)            4%
                          ==================== ====================== ======================
</TABLE>


The increase to our working capital deficit was primarily attributable to a
decrease in cash and an increase in accounts payable, convertible notes and
provision for lawsuit settlements as discussed below.



LIABILITIES

<TABLE>
<CAPTION>

                           ------------------ --------------------- ---------------------
                           At March 31, 2006  At December 31, 2005       Percentage
                                                                    Increase / (Decrease)
                           ------------------ --------------------- ---------------------
<S>                            <C>                      <C>              <C>
Provision for
  Lawsuit Settlements             $4,451,021            $4,385,105           2%
Accounts Payable                  $2,528,401            $2,491,259           1%
Accrued Liabilities                 $458,148              $476,048          (4%)
Short-Term Loans                    $629,960              $465,662          35%
</TABLE>


Accounts payable and accrued liabilities increased due to a lack of funds to pay
creditors, short-term loans increased due 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, 2006 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
                                                  ------------------------------
                                                           2006            2005
                                                           ----            ----
Net Cash used in Operating Activities                ($208,985)      ($136,638)
Net Cash provided by Financing Activities              $160,000        $139,307
Net Increase (decrease) in Cash During Period         ($48,985)          $2,669


The increase in cash used in operating activities was due to the fact that we
had received significant cash from financing activities since October 2005
almost no cash in 2005 and were curtailing business and in 2006 we are
attempting to resurrect the business.


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
2005 and early 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.


                                      -22-
<PAGE>




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 $127,639,131 at March 31, 2006, 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.


STOCK BASED COMPENSATION

Prior to January 1, 2005, the Company accounted for employee stock-based
compensation using the intrinsic value method supplemented by pro forma
disclosures in accordance with APB 25 and SFAS 123 "Accounting for Stock-Based
Compensation" ("SFAS 123"), as amended by SFAS No.148 "Accounting for
Stock-Based Compensation--Transition and Disclosures." Under the intrinsic value
based method, compensation cost is the excess, if any, of the quoted market
price of the stock at grant date or other measurement date over the amount an
employee must pay to acquire the stock. Under the intrinsic value method, the
Company has recognized stock-based compensation common stock on the date of
grant.

Effective January 1, 2005 the Company adopted SFAS 123R using the modified
prospective approach and accordingly prior periods have not been restated to
reflect the impact of SFAS 123R. Under SFAS 123R, stock-based awards granted
prior to its adoption will be expensed over the remaining portion of their
vesting period. These awards will be expensed under the accelerated amortization
method using the same fair value measurements which were used in calculating pro
forma stock-based compensation expense under SFAS 123. For stock-based awards
granted on or after January 1, 2005, the Company will amortize stock-based
compensation expense on a straight-line basis over the requisite service period,
which is generally a five-year vesting period.

SFAS 123R requires forfeitures to be estimated at the time of grant and revised,
if necessary, in subsequent periods if actual forfeitures differ from initial
estimates. Stock-based compensation expense is recorded net of estimated
forfeitures such that expense is recorded only for those stock-based awards that
are expected to vest. Previously under APB 25 to the extent awards were
forfeited prior to vesting, the corresponding previously recognized expense was
reversed in the period of forfeiture.


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

Research and development costs related to present and future products are
charged to operations in the year incurred.


                                      -23-
<PAGE>



NEW ACCOUNTING PRONOUNCEMENTS


In December 2004, FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets an
amendment of APB Opinion No. 29. SFAS 153 addresses the measurement of exchanges
of nonmonetary assets. It eliminates the exception from fair value measurement
for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB
Opinion No. 29, Accounting for Nonmonetary Transactions, and replaces it with an
exception for exchanges that do not have commercial substance. This Statement
specifies that a nonmonetary exchange has commercial substance if the future
cash flows of the entity are expected to change significantly as a result of the
exchange. SFAS 153 is effective for monetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. The Company is considering the provisions
of SFAS No. 153 and its effect on nonmonetary exchanges in the future.


In May 2005, FASB issued SFAS No. 154, Accounting Changes and Error Corrections,
a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS 154 applies
to all voluntary accounting principle changes as well as the accounting for and
reporting of such changes. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.

SFAS 154 requires voluntary changes in accounting principle be retrospectively
applied to financial statements from previous periods unless such application is
impracticable. Changes in depreciation, amortization, or depletion for
long-lived, non-financial assets are accounted for as a change in accounting
estimate that is affected by a change in accounting principle, under the newly
issued standard.


SFAS 154 replaces APB Opinion No. 20 and SFAS 3. SFAS 154 carries forward many
provisions of Opinion 20 and SFAS 3 without change including those provisions
related to reporting a change in accounting estimate, a change in reporting
entity, correction of an error and reporting accounting changes in interim
financial statements. The FASB decided to completely replace Opinion 20 and SFAS
3 rather than amending them in keeping to the goal of simplifying U.S. GAAP. The
provisions of SFAS No. 154 are not expected to have a material effect on the
Company's consolidated financial position or results of operation. The
provisions of SFAS No. 154 are not expected to have a material effect on the
Company's consolidated financial position or results of operation.



                                      -24-
<PAGE>



ITEM 3A.          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 quarter end.
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, 2006.

During the three months ended March 31, 2006 we sold 1.6 units of our securities
in a private placement. Each unit consisted of $100,000, 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 is equal to the lesser of (i)
70% of the Market Price of (but not less than $.003) or (ii) $.025 .If the
Market Price of the Common Stock is $.04 for a period of 20 consecutive trading
days then the Conversion Price shall be $.025. The shares were issued pursuant
to Section 4(2) 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:   July 13, 2006                   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-