<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                          TURBODYNE TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Chapter)

        Nevada                                         95-4699061
        ------                                         ----------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

             6155 Carpinteria Avenue, Carpinteria, California  93013
                            Telephone: (805) 684-4551
                            -------------------------
          (Address and Telephone Number of Principal Executive Offices)

                             2002 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)

 Cane O'Neill Taylor, LLC, 2300 W. Sahara Ave., Suite 500, Las Vegas, NV  89102
                            Telephone: (702) 312-6255
                            -------------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
   Title of                          Proposed        Proposed
  Securities           Amount        Maximum         Maximum
     to be             to be         Offering        Aggregate      Amount of
  Registered         Registered      Price Per       Offering      Registration
     (1)                (2)          Share (3)       Price (3)         Fee
________________________________________________________________________________
Common Stock         6,000,000         $0.18         $1,080,000       $99.36
$0.001 par value       Shares        Per Share
================================================================================

(1)  This  registration  statement  covers  the  common  stock issuable upon the
     exercise  of  options  issued  under  our  2002  Stock  Option  Plan.

(2)  This  registration  statement  shall also cover an indeterminable number of
     additional shares of common stock which may become issuable under the Stock
     Option Plan by reason of any stock dividend, stock split, re-capitalization
     or  any  other  similar  transaction  effected  without  the  receipt  of
     consideration  which  results  in  an  increase  in  the  number  of  the
     registrant's  outstanding  shares  of  common  stock.

(3)  The  Proposed  Maximum Offering Price Per Share is calculated in accordance
     with Rule 457(h) of the Securities Act of 1933, as amended, based upon: (i)
     the  average  exercise  price  of $0.24 per share of outstanding options to
     purchase  1,280,000  shares  that  have  been  granted under our 2002 Stock
     Option  Plan; (ii) the market price of our common stock of $0.165 per share
     as  of September 23, 2002 with respect of the remaining options to purchase
     4,720,000  shares  that  may  be  granted pursuant to our 2002 Stock Option
     Plan.  These  amounts  are calculated solely for the purpose of calculating
     the  registration  fee  pursuant  to Rule 457(h)(1) under Securities Act of
     1933,  as  amended.

                                ________________
                                   Copies to:
                                 Michael A. Cane
                             Cane O'Neill Taylor, LLC
                         2300 W. Sahara Ave., Suite 500
                             Las Vegas, Nevada 89102
                                 (702) 312-6255

<PAGE>

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


Item 1.          Plan Information.*


Item 2.          Registrant Information and Employee Plan Annual Information.*

*    Information  required by Part I to be contained in Section 10(a) prospectus
     is  omitted  from  the  Registration  Statement in accordance with Rule 428
     under  the  Securities  Act  of  1933,  and  Note  to  Part  I of Form S-8.


                                     PART II

Item 3.          Incorporation of Documents by Reference.

The  following  documents filed by Turbodyne Technologies, Inc. (the "Company"),
with  the  Securities and Exchange Commission are incorporated by reference into
this  Registration  Statement:

     (1)  The Company's Annual Report filed on Form 10-K with the Securities and
          Exchange  Commission  on  April  29,  2002;

     (2)  The  Company's  Quarterly  Reports  on  Form  10-QSB  filed  with  the
          Securities  and  Exchange  Commission  on May 15, 2002, and August 19,
          2002;

     (3)  All  other  reports filed by the Company pursuant to Sections 13(a) or
          15(d)  of  the  Exchange Act subsequent to the filing of the Company's
          Annual Report with the Securities and Exchange Commission on April 29,
          2002;

     (4)  The  description  of  the Company's Common Stock which is contained in
          the  Company's  Form  20-F  Registration  Statement,  filed  with  the
          Securities  and  Exchange  Commission pursuant to Section 12(g) of the
          Securities  Exchange  Act  of  1934 (the "Exchange Act") originally on
          September  18,  1996  and  as  amended  through  December  10,  1996.

All  reports  and  other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference herein and to be a part of this Registration
Statement  from  the  date  of  the  filing  of  such  reports  and  documents.

Any  statement  contained  in  an  Incorporated  Document  shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  herein  or  in  any  other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not  be  deemed,  except  as so modified or
superseded,  to  constitute  a  part  of  this  Registration  Statement.


Item 4.          Description of Securities.

The securities to be offered are registered under Section 12 of the Exchange Act
of  1934.


                                       1

<PAGE>

Item 5.          Interests of Named Experts and Counsel.

No  expert  or  counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or  offering of the common stock was employed on a contingency basis, or had, or
is  to  receive, in connection with the offering, a substantial interest, direct
or  indirect, in the Company or any of its parents or subsidiaries.  Nor was any
such  person connected with the Company or any of its parents or subsidiaries as
a  promoter,  managing  or  principal  underwriter,  voting  trustee,  director,
officer,  or  employee.

Sutton  Lawrence, LLP, independent legal counsel to the Company, has provided an
opinion  regarding  the  due  authorization  and valid issuance of the shares of
Common  Stock.


Item 6.          Indemnification of Directors and Officers.

The  officers  and  directors  of the Company are indemnified as provided by the
Nevada  Revised  Statutes  (the  "NRS")  and  the  Bylaws  of  the  Company.

Unless  specifically  limited  by a corporation's articles of incorporation, the
NRS  automatically  provides  directors with immunity from monetary liabilities.
The  Company's  Articles  of  Incorporation  do  not  contain  any such limiting
language.  Excepted  from  that  immunity  are:

(a)  a  willful  failure to deal fairly with the corporation or its shareholders
     in  connection  with a matter in which the director has a material conflict
     of  interest;

(b)  a  violation  of  criminal  law unless the director had reasonable cause to
     believe  that  his  or  her  conduct  was  lawful or no reasonable cause to
     believe  that  his  or  her  conduct  was  unlawful;

(c)  a  transaction from which the director derived an improper personal profit;
     and

(d)  willful  misconduct.

The  Articles  of  Incorporation  provide that the Company will indemnify to the
fullest extent permitted by law any person made or threatened to be made a party
to  any  threatened,  pending  or completed action or proceeding, whether civil,
criminal,  administrative or investigative (whether or not by or in the right of
the  Company)  by  reason of the fact that he or she is or was a director of the
Company  or  is  or  was  serving  as  a director, officer, employee or agent of
another  entity  at the request of the Company or any predecessor of the Company
against  judgments,  fines,  penalties, excise taxes, amounts paid in settlement
and  costs,  charges  and expenses (including attorneys' fees and disbursements)
that  he or she incurs in connection with such action or proceeding.  This right
of  indemnification under the Articles is a contract right which may be enforced
in any manner by such person and extends for such persons benefit to all actions
undertaken  on  behalf  of  the  Company.

The By-laws of the Company provide that the Company will indemnify its directors
and  officers to the fullest extent not prohibited by Nevada general corporation
law;  provided,  however,  that  the  Company  may  modify  the  extent  of such
indemnification  by  individual  contracts with its directors and officers; and,
provided,  further,  that  the  Company  shall  not be required to indemnify any
director  or  officer  in  connection  with  any  proceeding  (or  part thereof)
initiated  by  such person unless (i) such indemnification is expressly required
to  be made by law, (ii) the proceeding was authorized by the Board of Directors
of  the  Company,  (iii) such indemnification is provided by the Company, in its
sole  discretion,  pursuant  to  the  powers  vested in the Company under Nevada
general  corporation  law  or  (iv)  such indemnification is required to be made
pursuant  to  the  By-laws.

The  By-laws  of the Company provide that the Company will advance to any person
who  was  or  is  a party or is threatened to be made a party to any threatened,
pending  or  completed  action,  suit  or  proceeding,  whether civil, criminal,
administrative  or  investigative,  by  reason  of  the fact that he is or was a
director  or officer, of the Company, or is or was serving at the request of the
Company  as a director or executive officer of another corporation, partnership,
joint  venture, trust or other enterprise, prior to the final disposition of the
proceeding,  promptly  following  request therefor, all expenses incurred by any
director  or  officer  in  connection  with  such  proceeding upon receipt of an
undertaking by or on behalf of such person to repay said amounts if it should be


                                       2

<PAGE>

determined  ultimately  that such person is not entitled to be indemnified under
the  By-laws  of  the  Company  or  otherwise.

The  By-laws of the Company provide that no advance shall be made by the Company
to  an officer of the Company (except by reason of the fact that such officer is
or  was a director of the Company in which event this paragraph shall not apply)
in  any  action,  suit or proceeding, whether civil, criminal, administrative or
investigative,  if  a  determination  is reasonably and promptly made (i) by the
Board  of  Directors  by a majority vote of a quorum consisting of directors who
were  not  parties  to the proceeding, or (ii) if such quorum is not obtainable,
or,  even  if  obtainable,  a  quorum  of disinterested directors so directs, by
independent  legal  counsel  in  a  written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly
and  convincingly  that  such person acted in bad faith or in a manner that such
person  did  not  believe  to  be in or not opposed to the best interests of the
Company.


Item 7.          Exemption from Registration Claimed.

Not  applicable.


Item 8.          Exhibits.

Exhibit
Number         Description of Document
---------      -------------------------

5.1            Opinion  of  Sutton  Lawrence,  LLP,  independent  legal counsel,
               regarding  the due authorization and valid issuance of the shares
               of  Common  Stock,  with  consent  to  use.
10.1           2002  Stock  Option  Plan
23.1           Consent  of  BDO  Dunwoody  LLP,  Independent  Auditors
23.2           Consent of McGowan Guntermann, Former Independent Auditors
24.1           Power  of  Attorney  (included  on  the  signature  page  of this
               registration  statement).


Item  9.          Undertakings.

The  Company  hereby  undertakes:

     (a)  To  file, during any period in which offers or sales are being made, a
          post-effective  amendment  to  this  registration:

          (1)  To  include  any  prospectus  required by Section 10(a)(3) of the
               Securities  Act  of  1933;

          (2)  To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the Registration Statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  Registration  Statement;  and

          (3)  To  include  any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  Registration
               Statement  or  any  material  change  to  such information in the
               Registration  Statement;

          Provided however, that that paragraphs (a) (1) and (2) do not apply if
          the  information required to be included in a post-effective amendment
          by  those  paragraphs  is  contained  in periodic reports filed by the
          Company  pursuant  to  section 13 or section 15(d) of the Exchange Act
          that  are  incorporated  by  reference  herein.

     (b)  That,  for  the  purpose  of  determining  any  liability  under  the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new Registration Statement relating to the securities
          offered  therein,  and  the  offering  of such securities at that time
          shall  be  deemed  to  be  the  initial  bona  fide  offering thereof.


                                       3

<PAGE>

          (c)  To  remove from registration by means of post-effective amendment
               any of the securities being registered which remain unsold at the
               termination  of  the  offering.

(2)  The  Company  hereby  undertakes  that,  for  purposes  of  determining any
     liability  under  the  Securities Act of 1933, each filing of the Company's
     annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
     Act of 1934 that is incorporated by reference in the Registration Statement
     shall  be  deemed  to  be  a  new  Registration  Statement  relating to the
     securities offered therein, and the offering of such securities at the time
     shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

(3)  Insofar as indemnification for liabilities arising under the Securities Act
     of  1933 may be permitted to directors, officers and controlling persons of
     the Company pursuant to the foregoing provisions, or otherwise, the Company
     has  been  advised  that  in  the  opinion  of  the Securities and Exchange
     Commission  such  indemnification  is against public policy as expressed in
     the  Act  and  is,  therefore, unenforceable. In the event that a claim for
     indemnification  against  such  liabilities  (other than the payment by the
     Company  of  expenses  incurred  or  paid  by  the  director,  officer  or
     controlling  person of the Company in the successful defense of any action,
     suit  or  proceeding)  is asserted by such director, officer or controlling
     person  in  connection  with  the  securities being registered, the Company
     will,  unless  in the opinion of the counsel the matter has been settled by
     controlling  precedent, submit to the appropriate jurisdiction the question
     of whether such indemnification by it is against public policy as expressed
     in  the  Act  and will be governed by the final adjudication of such issue.


                                        4

<PAGE>

                                   SIGNATURES


Pursuant  to  the  requirements  of  the Securities Act of 1933, the registrant,
Turbodyne  Technologies,  Inc.,  certifies  that  it  has  reasonable grounds to
believe that it meets all of the requirements for filing a Form S-8 and has duly
caused  this  registration  statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Carpinteria, California,
on  September  23,  2002.

                                     Turbodyne Technologies, Inc.

                                     By:  /s/ Daniel Black
                                          __________________________________
                                          Daniel Black, President and
                                          Principal Executive Officer


                                POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Daniel Black,
as  his  true  and  lawful  attorney-in-fact  and  agent  with  full  power  of
substitution  and  re-substitution for him and his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
(including  post-effective amendments or any abbreviated registration statements
and  any  amendments thereto filed pursuant to Rule 462(b) increasing the number
of  securities  for which registration is sought) and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to  be  done  in and about the foregoing, as fully to all intents and
purposes  as  he might or could do in person hereby ratifying and confirming all
that  said  attorney-in-fact,  or his substitute, may lawfully do or cause to be
done  by  virtue  hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacities and on
the  date  indicated.

Signature                     Title                         Date
---------                     -----                         ----

/s/ Daniel Black              President and
_________________________     Principal Executive Officer   September 23, 2002
Daniel Black

/s/ Charles Caverno
_________________________     Principal Financial Officer   September 23, 2002
Charles Caverno

/s/ Manfred Hanno Janssen
_________________________     Director                      September 23, 2002
Manfred Hanno Janssen

/s/ Eugene O'Hagan
_________________________     Director                      September 23, 2002
Eugene O'Hagan

/s/ Andrew Martyn-Smith
________________________      Director                      September 23, 2002
Andrew Martyn-Smith


                                       5
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                          TURBODYNE TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Chapter)

        Nevada                                         95-4699061
        ------                                         ----------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

             6155 Carpinteria Avenue, Carpinteria, California  93013
                            Telephone: (805) 684-4551
                            -------------------------
          (Address and Telephone Number of Principal Executive Offices)

                             2002 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)

 Cane O'Neill Taylor, LLC, 2300 W. Sahara Ave., Suite 500, Las Vegas, NV  89102
                            Telephone: (702) 312-6255
                            -------------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
   Title of                          Proposed        Proposed
  Securities           Amount        Maximum         Maximum
     to be             to be         Offering        Aggregate      Amount of
  Registered         Registered      Price Per       Offering      Registration
     (1)                (2)          Share (3)       Price (3)         Fee
________________________________________________________________________________
Common Stock         6,000,000         $0.18         $1,080,000       $99.36
$0.001 par value       Shares        Per Share
================================================================================

(1)  This  registration  statement  covers  the  common  stock issuable upon the
     exercise  of  options  issued  under  our  2002  Stock  Option  Plan.

(2)  This  registration  statement  shall also cover an indeterminable number of
     additional shares of common stock which may become issuable under the Stock
     Option Plan by reason of any stock dividend, stock split, re-capitalization
     or  any  other  similar  transaction  effected  without  the  receipt  of
     consideration  which  results  in  an  increase  in  the  number  of  the
     registrant's  outstanding  shares  of  common  stock.

(3)  The  Proposed  Maximum Offering Price Per Share is calculated in accordance
     with Rule 457(h) of the Securities Act of 1933, as amended, based upon: (i)
     the  average  exercise  price  of $0.24 per share of outstanding options to
     purchase  1,280,000  shares  that  have  been  granted under our 2002 Stock
     Option  Plan; (ii) the market price of our common stock of $0.165 per share
     as  of September 23, 2002 with respect of the remaining options to purchase
     4,720,000  shares  that  may  be  granted pursuant to our 2002 Stock Option
     Plan.  These  amounts  are calculated solely for the purpose of calculating
     the  registration  fee  pursuant  to Rule 457(h)(1) under Securities Act of
     1933,  as  amended.

                                ________________
                                   Copies to:
                                 Michael A. Cane
                             Cane O'Neill Taylor, LLC
                         2300 W. Sahara Ave., Suite 500
                             Las Vegas, Nevada 89102
                                 (702) 312-6255
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item 1.          Plan Information.*

Item 2.          Registrant Information and Employee Plan Annual Information.*

*    Information  required by Part I to be contained in Section 10(a) prospectus
     is  omitted  from  the  Registration  Statement in accordance with Rule 428
     under  the  Securities  Act  of  1933,  and  Note  to  Part  I of Form S-8.

                                     PART II

Item 3.          Incorporation of Documents by Reference.

The  following  documents filed by Turbodyne Technologies, Inc. (the "Company"),
with  the  Securities and Exchange Commission are incorporated by reference into
this  Registration  Statement:

     (1)  The Company's Annual Report filed on Form 10-K with the Securities and
          Exchange  Commission  on  April  29,  2002;

     (2)  The  Company's  Quarterly  Reports  on  Form  10-QSB  filed  with  the
          Securities  and  Exchange  Commission  on May 15, 2002, and August 19,
          2002;

     (3)  All  other  reports filed by the Company pursuant to Sections 13(a) or
          15(d)  of  the  Exchange Act subsequent to the filing of the Company's
          Annual Report with the Securities and Exchange Commission on April 29,
          2002;

     (4)  The  description  of  the Company's Common Stock which is contained in
          the  Company's  Form  20-F  Registration  Statement,  filed  with  the
          Securities  and  Exchange  Commission pursuant to Section 12(g) of the
          Securities  Exchange  Act  of  1934 (the "Exchange Act") originally on
          September  18,  1996  and  as  amended  through  December  10,  1996.

All  reports  and  other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference herein and to be a part of this Registration
Statement  from  the  date  of  the  filing  of  such  reports  and  documents.

Any  statement  contained  in  an  Incorporated  Document  shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  herein  or  in  any  other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not  be  deemed,  except  as so modified or
superseded,  to  constitute  a  part  of  this  Registration  Statement.

Item 4.          Description of Securities.

The securities to be offered are registered under Section 12 of the Exchange Act
of  1934.

                                       1
Item 5.          Interests of Named Experts and Counsel.

No  expert  or  counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or  offering of the common stock was employed on a contingency basis, or had, or
is  to  receive, in connection with the offering, a substantial interest, direct
or  indirect, in the Company or any of its parents or subsidiaries.  Nor was any
such  person connected with the Company or any of its parents or subsidiaries as
a  promoter,  managing  or  principal  underwriter,  voting  trustee,  director,
officer,  or  employee.

Sutton  Lawrence, LLP, independent legal counsel to the Company, has provided an
opinion  regarding  the  due  authorization  and valid issuance of the shares of
Common  Stock.

Item 6.          Indemnification of Directors and Officers.

The  officers  and  directors  of the Company are indemnified as provided by the
Nevada  Revised  Statutes  (the  "NRS")  and  the  Bylaws  of  the  Company.

Unless  specifically  limited  by a corporation's articles of incorporation, the
NRS  automatically  provides  directors with immunity from monetary liabilities.
The  Company's  Articles  of  Incorporation  do  not  contain  any such limiting
language.  Excepted  from  that  immunity  are:

(a)  a  willful  failure to deal fairly with the corporation or its shareholders
     in  connection  with a matter in which the director has a material conflict
     of  interest;

(b)  a  violation  of  criminal  law unless the director had reasonable cause to
     believe  that  his  or  her  conduct  was  lawful or no reasonable cause to
     believe  that  his  or  her  conduct  was  unlawful;

(c)  a  transaction from which the director derived an improper personal profit;
     and

(d)  willful  misconduct.

The  Articles  of  Incorporation  provide that the Company will indemnify to the
fullest extent permitted by law any person made or threatened to be made a party
to  any  threatened,  pending  or completed action or proceeding, whether civil,
criminal,  administrative or investigative (whether or not by or in the right of
the  Company)  by  reason of the fact that he or she is or was a director of the
Company  or  is  or  was  serving  as  a director, officer, employee or agent of
another  entity  at the request of the Company or any predecessor of the Company
against  judgments,  fines,  penalties, excise taxes, amounts paid in settlement
and  costs,  charges  and expenses (including attorneys' fees and disbursements)
that  he or she incurs in connection with such action or proceeding.  This right
of  indemnification under the Articles is a contract right which may be enforced
in any manner by such person and extends for such persons benefit to all actions
undertaken  on  behalf  of  the  Company.

The By-laws of the Company provide that the Company will indemnify its directors
and  officers to the fullest extent not prohibited by Nevada general corporation
law;  provided,  however,  that  the  Company  may  modify  the  extent  of such
indemnification  by  individual  contracts with its directors and officers; and,
provided,  further,  that  the  Company  shall  not be required to indemnify any
director  or  officer  in  connection  with  any  proceeding  (or  part thereof)
initiated  by  such person unless (i) such indemnification is expressly required
to  be made by law, (ii) the proceeding was authorized by the Board of Directors
of  the  Company,  (iii) such indemnification is provided by the Company, in its
sole  discretion,  pursuant  to  the  powers  vested in the Company under Nevada
general  corporation  law  or  (iv)  such indemnification is required to be made
pursuant  to  the  By-laws.

The  By-laws  of the Company provide that the Company will advance to any person
who  was  or  is  a party or is threatened to be made a party to any threatened,
pending  or  completed  action,  suit  or  proceeding,  whether civil, criminal,
administrative  or  investigative,  by  reason  of  the fact that he is or was a
director  or officer, of the Company, or is or was serving at the request of the
Company  as a director or executive officer of another corporation, partnership,
joint  venture, trust or other enterprise, prior to the final disposition of the
proceeding,  promptly  following  request therefor, all expenses incurred by any
director  or  officer  in  connection  with  such  proceeding upon receipt of an
undertaking by or on behalf of such person to repay said amounts if it should be

                                       2
determined  ultimately  that such person is not entitled to be indemnified under
the  By-laws  of  the  Company  or  otherwise.

The  By-laws of the Company provide that no advance shall be made by the Company
to  an officer of the Company (except by reason of the fact that such officer is
or  was a director of the Company in which event this paragraph shall not apply)
in  any  action,  suit or proceeding, whether civil, criminal, administrative or
investigative,  if  a  determination  is reasonably and promptly made (i) by the
Board  of  Directors  by a majority vote of a quorum consisting of directors who
were  not  parties  to the proceeding, or (ii) if such quorum is not obtainable,
or,  even  if  obtainable,  a  quorum  of disinterested directors so directs, by
independent  legal  counsel  in  a  written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly
and  convincingly  that  such person acted in bad faith or in a manner that such
person  did  not  believe  to  be in or not opposed to the best interests of the
Company.

Item 7.          Exemption from Registration Claimed.

Not  applicable.

Item 8.          Exhibits.

Exhibit
Number         Description of Document
---------      -------------------------

5.1            Opinion  of  Sutton  Lawrence,  LLP,  independent  legal counsel,
               regarding  the due authorization and valid issuance of the shares
               of  Common  Stock,  with  consent  to  use.
10.1           2002  Stock  Option  Plan
23.1           Consent  of  BDO  Dunwoody  LLP,  Independent  Auditors
23.2           Consent of McGowan Guntermann, Former Independent Auditors
24.1           Power  of  Attorney  (included  on  the  signature  page  of this
               registration  statement).

Item  9.          Undertakings.

The  Company  hereby  undertakes:

     (a)  To  file, during any period in which offers or sales are being made, a
          post-effective  amendment  to  this  registration:

          (1)  To  include  any  prospectus  required by Section 10(a)(3) of the
               Securities  Act  of  1933;

          (2)  To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the Registration Statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  Registration  Statement;  and

          (3)  To  include  any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  Registration
               Statement  or  any  material  change  to  such information in the
               Registration  Statement;

          Provided however, that that paragraphs (a) (1) and (2) do not apply if
          the  information required to be included in a post-effective amendment
          by  those  paragraphs  is  contained  in periodic reports filed by the
          Company  pursuant  to  section 13 or section 15(d) of the Exchange Act
          that  are  incorporated  by  reference  herein.

     (b)  That,  for  the  purpose  of  determining  any  liability  under  the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new Registration Statement relating to the securities
          offered  therein,  and  the  offering  of such securities at that time
          shall  be  deemed  to  be  the  initial  bona  fide  offering thereof.

                                       3
(c)  To  remove from registration by means of post-effective amendment
               any of the securities being registered which remain unsold at the
               termination  of  the  offering.

(2)  The  Company  hereby  undertakes  that,  for  purposes  of  determining any
     liability  under  the  Securities Act of 1933, each filing of the Company's
     annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
     Act of 1934 that is incorporated by reference in the Registration Statement
     shall  be  deemed  to  be  a  new  Registration  Statement  relating to the
     securities offered therein, and the offering of such securities at the time
     shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

(3)  Insofar as indemnification for liabilities arising under the Securities Act
     of  1933 may be permitted to directors, officers and controlling persons of
     the Company pursuant to the foregoing provisions, or otherwise, the Company
     has  been  advised  that  in  the  opinion  of  the Securities and Exchange
     Commission  such  indemnification  is against public policy as expressed in
     the  Act  and  is,  therefore, unenforceable. In the event that a claim for
     indemnification  against  such  liabilities  (other than the payment by the
     Company  of  expenses  incurred  or  paid  by  the  director,  officer  or
     controlling  person of the Company in the successful defense of any action,
     suit  or  proceeding)  is asserted by such director, officer or controlling
     person  in  connection  with  the  securities being registered, the Company
     will,  unless  in the opinion of the counsel the matter has been settled by
     controlling  precedent, submit to the appropriate jurisdiction the question
     of whether such indemnification by it is against public policy as expressed
     in  the  Act  and will be governed by the final adjudication of such issue.

                                        4
SIGNATURES

Pursuant  to  the  requirements  of  the Securities Act of 1933, the registrant,
Turbodyne  Technologies,  Inc.,  certifies  that  it  has  reasonable grounds to
believe that it meets all of the requirements for filing a Form S-8 and has duly
caused  this  registration  statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Carpinteria, California,
on  September  23,  2002.

                                     Turbodyne Technologies, Inc.

                                     By:  /s/ Daniel Black
                                          __________________________________
                                          Daniel Black, President and
                                          Principal Executive Officer

                                POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Daniel Black,
as  his  true  and  lawful  attorney-in-fact  and  agent  with  full  power  of
substitution  and  re-substitution for him and his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
(including  post-effective amendments or any abbreviated registration statements
and  any  amendments thereto filed pursuant to Rule 462(b) increasing the number
of  securities  for which registration is sought) and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to  be  done  in and about the foregoing, as fully to all intents and
purposes  as  he might or could do in person hereby ratifying and confirming all
that  said  attorney-in-fact,  or his substitute, may lawfully do or cause to be
done  by  virtue  hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacities and on
the  date  indicated.

Signature                     Title                         Date
---------                     -----                         ----

/s/ Daniel Black              President and
_________________________     Principal Executive Officer   September 23, 2002
Daniel Black

/s/ Charles Caverno
_________________________     Principal Financial Officer   September 23, 2002
Charles Caverno

/s/ Manfred Hanno Janssen
_________________________     Director                      September 23, 2002
Manfred Hanno Janssen

/s/ Eugene O'Hagan
_________________________     Director                      September 23, 2002
Eugene O'Hagan

/s/ Andrew Martyn-Smith
________________________      Director                      September 23, 2002
Andrew Martyn-Smith

                                       5