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

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

                                    FORM 10-Q

|X|      QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

|_|      TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE  ACT  OF  1934  FOR THE TRANSITION PERIOD FROM _______________
         TO _______________


                            ALTAIR INTERNATIONAL INC.
 ------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Province of
        Ontario,
         Canada                       1-12497                    None
---------------------------    ----------------------   ------------------------
(State or other jurisdiction   (Commission File No.)         (IRS Employer
    of incorporation)                                     Identification No.)

                         1725 Sheridan Avenue, Suite 140
                               Cody, Wyoming 82414
 ------------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)


       Registrant's telephone number, including area code: (307) 587-8245






                           Common Stock, no par value
                                (Title of Class)



         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. YES |X| NO |_|



         As of March 31, 1997, the  Registrant  had 15,118,245  shares of Common
Stock outstanding.




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


                                        i

<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

                            ALTAIR INTERNATIONAL INC.
                           CONSOLIDATED BALANCE SHEET
                      (Expressed in United States Dollars)

<TABLE>
<CAPTION>


                                                                                             March 31          December 31
                                                                                               1997                1996
                                                                                           (unaudited)          (audited)
                                                                                        ------------------   ----------------

                                                                   ASSETS

Current
<S>                                                                                             <C>                <C>       
  Cash and term deposits                                                                        $3,707,952         $3,270,161
  Advances and accounts receivable                                                                  21,817             13,556
                                                                                        ------------------   ----------------

                                                                                                 3,729,769          3,283,717

Capital
  Office equipment, vehicles and mining equipment,                                                 334,484            257,018
  (Cost, net of amortization)

Centrifugal Jig patents and related expenditures
  (Cost, net of amoritzation)                                                                      4,222,396          4,365,064

Mineral properties and related deferred
  exploration expenditures                                                                         170,313            126,302

Goodwill, net                                                                                       10,789             10,789
                                                                                        ------------------   ----------------

                                                                                                $8,467,751         $8,042,890
                                                                                        ==================   ================

                                                                 LIABILITIES

Current
  Accounts payable and accrued liabilities                                                      $  180,341         $  172,031
  Current portion of notes payable                                                                                    153,036
                                                                                        ------------------   ----------------

                                                                                                   180,341            325,067

Notes payable                                                                                      262,884            269,685
                                                                                        ------------------   ----------------

                                                                                                   443,225            594,752
                                                                                        ------------------   ----------------

                                                             SHAREHOLDERS EQUITY

Capital stock issued
  15,118,245 common shares (1996 - 14,686,296                                                   12,410,539         11,421,004
shares)
                                                                                        ------------------   ----------------

Deficit
  Balance, beginning of period                                                                   3,972,866          3,347,808
  Net loss for period                                                                              413,147            625,058
                                                                                        ------------------   ----------------

  Balance, end of period                                                                         4,386,013          3,972,866
                                                                                        ------------------   ----------------

Total Shareholders' Equity                                                                       8,024,526          7,448,138
                                                                                        ------------------   ----------------

                                                                                               $ 8,467,751        $ 8,042,890
                                                                                        ==================   ================


</TABLE>

                                       ii

<PAGE>



                            ALTAIR INTERNATIONAL INC.
            CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL CONDITION
                      (Expressed in United States Dollars)

<TABLE>
<CAPTION>



                                                                                            Three Months Ended
                                                                                                 March 31
                                                                           ----------------------------------------------------

                                                                                    1997                          1996
                                                                                (unaudited)                   (unaudited)

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

Cash provided by (used in)
  Operating activities
<S>                                                                                <C>                           <C>         
    Net loss for period                                                            $  (413,147)                  $  (142,755)
    Item not requiring an outlay of cash:
      Amortization                                                                     154,873                         2,811
                                                                           ----------------------        ----------------------

                                                                                      (258,274)                     (139,844)

    Changes in non-cash working capital balances:
      Increase in advances and accounts receivable                                      (8,261)                      (67,047)
      Increase in accounts payable and accrued liabilities                               8,310                     1,145,350
                                                                           ----------------------        ----------------------

                                                                                      (258,225)                      938,359
                                                                           ----------------------        ----------------------

  Investing activities
    Mineral properties and deferred exploration expenditures                           (44,011)                           --
    Purchase of capital assets                                                         (84,948)                      (12,580)
    Certrifugal jig patents and related expenditures                                    (4,723)                   (3,935,426)
                                                                           ----------------------        ----------------------

                                                                                      (133,682)                   (3,947,986)
                                                                           ----------------------        ----------------------

  Financing activities
    Issuance of common shares for shares of subsidiary                                      --                     2,522,571
    Issuance of common shares for cash                                                 989,534                       850,347
    Increase (decrease) in notes payable                                              (159,836)                      175,213
                                                                           ----------------------        ----------------------

                                                                                       829,698                     3,348,131
                                                                           ----------------------        ----------------------

Increase in cash                                                                       437,791                       338,504

Cash and short term investments, beginning of period                                 3,270,161                       310,146
                                                                           ----------------------        ----------------------

Cash and short term investments, end of period                                     $ 3,707,952                   $   648,650
                                                                           ======================        ======================


</TABLE>

                                       iii

<PAGE>




                            ALTAIR INTERNATIONAL INC.
                CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICITS

<TABLE>
<CAPTION>


                                                                                    Three Months Ended
                                                                                         March 31
                                                          ----------------------------------------------------------------------

                                                                       1997                                   1996
                                                                   (unaudited)                            (unaudited)
                                                          ------------------------------        --------------------------------

Operating Expenses:
<S>                                                                       <C>                                    <C>       
  Professional fees                                                       $    83,152                            $   28,041
  Wages and administration                                                     45,898                                49,468
  Research and development                                                     27,394                                    --
  General and office                                                           18,066                                12,856
  Shareholders' meetings                                                       18,151                                23,076
  Public relations                                                             23,983                                 8,249
  Occupancy costs                                                               7,522                                 3,944
  Travel                                                                       14,945                                 2,128
  Transfer agent's fees                                                         2,799                                 2,334
  Insurance                                                                     2,522                                 2,115
  Accounting and corporate services                                             1,788                                 2,015
  Government fees and taxes                                                     1,186                                 2,715
  Stock exchange fees                                                             882                                 1,824
  Bank charges                                                                    283                                   160
  Loss (gain) on foreign exchange                                              36,965                                (1,282)
  Amortization                                                                154,873                                 2,811
                                                          ------------------------------        --------------------------------

                                                                              440,409                               140,454

  Add:  Interest on notes payable                                               4,330                              $  2,301
  Less:  Interest and miscellaneous income                                    (31,592)                                   --
                                                          ------------------------------        --------------------------------

Net loss for period                                                       $   413,147                            $  142,755
                                                          ==============================        ================================

Net loss per share                                                        $      0.03                            $     0.01
                                                          ==============================        ================================

</TABLE>





                                       iv

<PAGE>



                           ALTAIR INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 1.  Basis of Preparation of Financial Statements

         These unaudited interim financial  statements of Altair  International,
Inc.  and  subsidiaries  (collectively,  the  "Company")  have been  prepared in
accordance  with the rules and  regulations of the United States  Securities and
Exchange  Commission (the  "Commission").  Such rules and regulations  allow the
omission of certain  information and footnote  disclosures  normally included in
financial  statements prepared in accordance with generally accepted principles,
so  long as the  statements  are  not  misleading.  In the  opinion  of  Company
management,  these  financial  statements  and  accompanying  notes  contain all
adjustments  (consisting  of only normal  recurring  adjustments)  necessary  to
present fairly the financial  position and results of operations for the periods
shown. These interim financial statements should be read in conjunction with the
audited financial statements and notes thereto contained in the Company's Annual
Report filed on Form 10-K for the year ended December 31, 1996.

         The  Company is a  Canadian  corporation  and  prepares  its  financial
statements in accordance with generally accepted accounting principles in Canada
("Canadian  GAAP").  The  Company's  previous  financial  statements  have  been
denominated in Canadian currency.  The Company's  operations are now centered in
the United States,  and the Company has determined that its functional  currency
is the U.S.  dollar.  Accordingly,  although  the  Company  continues  to follow
Canadian  GAAP,  the  foregoing  unaudited  financial  statements  are,  and the
Company's subsequent financial statements will be, denominated in U.S. dollars.

         Certain prior year amounts have been  reclassified  to conform with the
current year presentation,  but these reclassifications do not affect previously
reported net income or retained earnings.

         The results of  operations  for the three month  period ended March 31,
1997 are not  necessarily  indicative of the results to be expected for the full
year.

Note 2.  Differences  between  Canadian  and  United  States  Generally Accepted
         Accounting Principles

         Canadian  GAAP  conforms,  in all material  respects,  with  accounting
principles  generally  accepted in the United  States ("U.S.  GAAP"),  except as
described below.

Statement of Changes in Financial Position

         The  U.S.  Financial  Accounting  Standards  Board  (FASB)  issued  its
Statement of Financial  Accounting  Standards No. 95 (SFAS No. 95) effective for
years ending after July 15, 1988.  SFAS No. 95, which is entitled  "Statement of
Cash Flows",  established  standards  for cash flow  reporting  with its primary
purpose being to provide  information  about the cash receipts and cash payments
of an entity  during the period.  Canadian  GAAP dealing  with the  statement of
changes in financial position is based on a broad concept, embracing all changes
in financial position. The following are the Statements of Cash Flow prepared in
accordance  with U.S.  GAAP for each of the three month  period  ended March 31,
1997 and the three month period ended March 31, 1996:




                                        v

<PAGE>




                            ALTAIR INTERNATIONAL INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      (Expressed in United States Dollars)

<TABLE>
<CAPTION>



                                                                                          Three Months Ended
                                                                                               March 31
                                                                        ------------------------------------------------------

                                                                                 1997                           1996
                                                                              (unaudited)                    (unaudited)
                                                                        -----------------------        -----------------------

Cash flows from operating activities
<S>                                                                              <C>                              <C>        
  Net loss for period                                                            $   (413,147)                    $ (142,755)
  Adjustment to reconcile net loss for period to net
 cash (used):                                                                         154,873                          2,811
    Amortization
                                                                        -----------------------        -----------------------

                                                                                     (258,274)                      (139,944)

  Changes in assets and liabilities:
    Advances and accounts receivable                                                   (8,261)                       (67,047)
    Accounts payable and accrued liabilities                                            8,310                      1,145,350
                                                                        -----------------------        -----------------------

Net cash provided by (used in) operating                                             (258,225)                       938,359
activities
                                                                        -----------------------        -----------------------

Cash flows from investing activities
  Purchase of mineral properties and related 
    deferred exploration expenditures                                                 (44,011)                            --
  Purchase of capital assets                                                          (84,948)                       (12,560)
  Purchase of Centrifugal Jig patents and related expenditures                         (4,723)                    (3,935,426)
                                                                        -----------------------        -----------------------

Net cash (used in) investing activities                                              (133,682)                    (3,947,986)
                                                                        -----------------------        -----------------------

Cash flows from financing activities
  Issuance of common shares for shares of                                                  --                      2,522,571
  subsidiary
  Issuance of common shares for cash                                                  989,534                        650,347
  Notes payable                                                                      (159,836)                       175,213
                                                                        -----------------------        -----------------------

Net cash provided by financing activities                                             829,698                      3,348,131
                                                                        -----------------------        -----------------------

Net increase in cash                                                                  437,791                        338,504

Cash, beginning of period                                                           3,270,161                        310,146
                                                                        -----------------------        -----------------------

Cash, end of period                                                              $  3,707,952                    $   648,650
                                                                        =======================        =======================
</TABLE>



         Under Canadian GAAP,  there is no requirement to disclose the Company's
policy for determining which items are treated as cash  equivalents.  Under U.S.
GAAP cash equivalents are short-term, highly liquid investments that are readily
converted to known  amounts of cash and are so near their  maturities  that they
present an insignificant  risk of change in value because of changes in interest
rates.

         The cash and term deposits on hand as of March 31, 1997  represent cash
and term deposits with maturity  dates of less than 30 days which are considered
cash equivalents under U.S. GAAP.





                                       vi

<PAGE>

Development Stage Company

         As  of  March  31,  1997,  the  Company  would  be  characterized  as a
"development  stage  enterprise"  under U.S.  GAAP due to Statement of Financial
Accounting  Standards  No.  7  (SFAS  7).  Under  Canadian  GAAP,  there  are no
requirements for the indication or reporting of development stage entities.

Income Taxes

         Under Canadian GAAP,  income taxes are accounted for under the deferred
method.  Under U.S. GAAP, companies must follow the requirements of Statement of
Financial  Accounting Standards No. 109 (SFAS 109) which requires the use of the
asset/liability method for measurement of tax liabilities,  wherein deferred tax
assets are recognized as well as deferred tax liabilities.

         The Company has significant  non-capital loss  carryforwards.  SFAS 109
would require the  recognition  of a long-term tax asset for the future  benefit
expected from the application of these carryforwards to future profitable years.
If it is expected that the entire amount of non-capital loss  carryforwards will
not be  utilized,  then a  valuation  allowance  is  applied  to  the  asset  to
reasonably state the asset at its expected value. Under SFAS 109,  disclosure of
the amount of  valuation  allowance is  required.  As of December 31, 1996,  the
valuation  allowance is equal to 100% of the deferred tax asset.  Changes in the
value of the deferred asset are recognized each year as income tax expense.

Stock Options

         Of the  Common  Share  stock  options  outstanding  at March 31,  1997,
392,000  (1996 year end - 415,000) are  currently  exercisable.  As of March 31,
1997,  698,630  (1996 year end -  723,630)  Common  Shares  were  available  for
granting of options.  The  following  summary sets out the activity in the stock
options.


                                         Fiscal Year 1996     First Quarter 1997
                                         ----------------     ------------------
                                             $                    $
   Outstanding at beginning of period       677,000              745,000
   Granted                                  770,000               25,000
   Exercised at an average price of
     $1.03 (1997 - $5.73)                  (702,000)             (48,000)
                                         ---------------------------------

   Outstanding at end of period             745,000              722,000
                                         ---------------------------------

         Under Canadian GAAP, there is no requirement to record  compensation on
the  issue  of stock  options  to  employees  or  directors.  Under  U.S.  GAAP,
compensation  would be accrued at the date of granting of the options calculated
as the  difference  between the market price and  exercise  price at the date of
grant.

         For the fiscal  year ended  December  31, 1996 and the quarter of 1997,
the  exercise  price of all stock  options  granted has been equal to or greater
than the market price on the date of the grant and  therefore  the  compensation
cost under U.S. GAAP would be $Nil.

Other

         There  are no other material differences between Canadian GAAP and U.S.
GAAP.


ITEM 2.  MANAGEMENT'S DISCUSSION AND FINANCIAL CONDITION AND
         ANALYSIS OF RESULTS OF OPERATIONS

         The following  discussion  summarizes  the results of operations of the
Company  for the three  month  periods  ended  March 31, 1996 and March 31, 1997
(each such period hereinafter referred to as the "first quarter") and changes in
its  financial  condition  from  December  31,  1996 to  March  31,  1997.  This
discussion  should be read in conjunction with the  Management's  Discussion and
Analysis  included  in the  Company's  Annual  Report  on Form 10-K for the year
ending December 31, 1996.  Unless otherwise  specified,  all amounts set in this
Part I, Item 2 are in U.S. Dollars.

Overview

         From  inception  through  the  end  of  1993,  the  Company's  business
consisted  principally of  acquisition  and  development of mineral  properties.



                                       vii

<PAGE>



During 1994,  the Company's  focus  changed,  and the Company  became  primarily
engaged in the  acquisition,  development  and  testing  of  mineral  processing
equipment for use in the recovery of fine,  heavy mineral  particles,  including
gold and environmental contaminates.

         During  November,  1994,  the Company  executed an option  agreement to
acquire Trans Mar, Inc.  ("Trans Mar"),  a development  stage  enterprise  which
owned all patent  rights to the  Centrifugal  Jig ("CJ"),  an apparatus  for the
separation  and recovery of fine heavy  mineral  particles.  The Company  funded
$373,955 of  option-related  costs  during 1994 and 1995.  Subsequently,  during
early 1996, the Company renegotiated the acquisition  agreement and acquired all
of the  outstanding  common  stock of Trans Mar (the  "Trans Mar  Merger").  The
acquisition  was  accounted  for as a purchase by the  Company,  which agreed to
issue to Trans Mar's shareholders 1,920,000 shares of the Company's common stock
("Common Shares") over a 5 year period and 580,000 warrants entitling the holder
to purchase one Common Share for $2.00 until March 1, 1997.

         The  effective  purchase  price  of  Trans  Mar  was  $5,115,693.  This
consisted of  $3,455,923  of stock issued to Trans Mar  shareholders  (1,919,557
Common  Shares  with a deemed  value of $1.80 per share) and the  absorption  of
Trans  Mar's  assets  and  liabilities,  with  liabilities  exceeding  assets by
$1,659,770 on February 29, 1996.  The purchase price was allocated to CJ patents
and development costs.

         Prior to  1994,  the  Company  operated  its  minerals  business  as an
exploration  stage company,  in that it intended to receive income from property
sales,  joint ventures,  or other business  arrangements  with larger companies,
rather than developing and placing its properties into production on its own. At
present, there are no business arrangements or joint venture prospects involving
the  Company's  properties  or potential  property  sales from which the Company
expects to receive  income.  No royalty  income has been received in the past by
the Company.

         There can be no  assurance  that the  development  and testing  program
undertaken by the Company will demonstrate the CJ to be economically  attractive
to end users. Accordingly, there is no assurance of successful operations.

Results of Operations

         The Company has earned no revenues to date.  Operating  losses  totaled
$413,147  during the first quarter of 1997 ($0.03 per share) and $142,755  ($.01
per share) for the first quarter of 1996.  Principal factors contributing to the
losses  during  these  periods  were the  absence of revenue,  coupled  with the
incurrence of operating expenses.

         Operating  expenses increased from $140,454 during the first quarter of
1996 to $440,409 during the same period of 1997. Of the $440,409 total operating
expenses incurred during the first quarter of 1997,  $154,873,  representing 35%
of total operating expenses, related to amortization of the Company's assets, as
compared to $2,811 (2% of total operating expenses) during the comparable period
in 1996.  Increases in  amortization  are due  primarily to  amortization  of CJ
patent and  development  costs  resulting from the acquisition of the CJ through
the  Trans  Mar  Merger  in  March,  1996.  Operating  expenses,   exclusive  of
amortization,  increased  from  $137,643  during  the first  quarter  of 1996 to
$285,536 during the first quarter of 1997 due primarily to increased activity in
testing and  developing the CJ and its potential  applications.  In this regard,
subsequent  to the first quarter of 1996,  the Company  expanded into new leased
space in Reno,  Nevada and  increased  the level of staffing in Reno from one to
four personnel.  In addition,  increased  expenditures  for  professional  fees,
largely  legal costs,  were  required due to new  requirements  associated  with
NASDAQ  trading,  filings with the  Commission,  and  aggressive  enforcement of
the Company'slicenses and patent rights.

Liquidity and Capital Resources

         The Company has financed its operations  since  inception  primarily by
the issuance of equity securities (Common Shares and warrants to purchase Common
Shares) with  aggregate  net  proceeds  $12,410,539  as of March 31,  1997.  The
Company  received cash proceeds  totaling  $989,534 from the exercise of options
and warrants to acquire Common Shares during the first quarter of 1997.

         The Company has earned no revenues and has incurred recurring losses in
operations.   On  December  31,  1996  the  Company's  accumulated  deficit  was
$3,972,866.  The deficit  increased by $413,147 to  $4,386,013  during the first
quarter of 1997 due to operating losses during that period.



                                      viii

<PAGE>



         The  Company  currently  maintains  working  capital  which  management
believes will be sufficient  for the Company's  needs during the present  fiscal
year;  however,  there  can be no  assurance  that  the  Company  wil be able to
continue to raise capital to fund the Company's long-term capital  requirements.
The  Company  received  $989,534 in  proceeds  from the  exercise of options and
warrants  to  purchase  Common  Shares  during the first  quarter of 1997.  This
increased the amount of cash and short-term investments held by the Company from
$3,270,161  as of  December  31,  1996  to  $3,707,952  as of  March  31,  1997.
Correspondingly,  working  capital  increased from $2,958,650 as of December 31,
1996 to $3,549,428 as of March 31, 1997.

         The  Company  continues  to use its  working  capital  to invest in the
testing and  development of its primary asset,  the CJ, and to invest in mineral
properties suitable for development and processing with the CJ. During the first
quarter of 1997, the Company invested $44,011 in the Company's Camden, Tennessee
mineral property,  used $40,758 to construct additional CJs, and used $38,400 to
build a CJ test facility in Reno, Nevada.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities.

         Recent Sales of Unregistered Securities

         During the first quarter of 1997,  the  Company  granted 25,000 options
pursuant to its Stock  Option  Plan and issued  431,949  Common  Shares upon the
exercise of warrants or options it had issued during fiscal year 1996. Following
is a summary of all  securities  of the Company sold during the first quarter of
1997 that were not registered  under the Securities Act of 1933, as amended (the
"Securities Act"). Unless otherwise  indicated,  all amounts set forth below are
stated in Canadian dollars.

         On February  8, 1996,  the  Company  entered  into the Trans Mar Merger
Agreement,  pursuant to which the Company issued  1,920,000 Common Shares to the
45 shareholders of Trans Mar (10 of which were accredited  investors) and issued
580,000  Series E warrants to purchase one Common  Share.  Each Series E warrant
entitles  the holder  thereof to  purchase  one Common  Share at $2.00 per share
before March 1, 1997. Through December 31, 1996, Series E warrants entitling the
holders to 260,356 Common Shares were exercised for proceeds of $520,712. During
the first quarter of 1997,  333,949  Common  Shares were issued  pursuant to the
exercise of Series E warrants for proceeds of $677,898.  The  transactions  were
effected in reliance upon the exemptions from  registration  provided by Section
4(2) and/or  Regulation  D, based on a number of  considerations,  including the
following.

         Each former  shareholder of Trans Mar received a proxy  statement which
contained,  among other things,  descriptions of (i) the business and management
of the  Company,  (ii) the Common  Shares to be issued in the Trans Mar  Merger,
(iii) the terms and conditions of the Trans Mar Merger  Agreement,  (iv) certain
risk  factors  associated  with the Trans Mar  Merger,  (v) the  reasons for and
effects of the Trans Mar Merger and the favorable recommendation of the Board of
Directors regarding the Trans Mar Merger, (vi) the tax consequences of the Trans
Mar Merger, (vii) the restrictions on transferability of the Common Shares to be
received in the Trans Mar Merger,  including  those imposed by securities  laws,
the  escrow  to which  the  shares  would be  subject  and the  additional  sale
restrictions  imposed by the Trans Mar Merger Agreement  itself,  and (viii) the
dissenters'  rights  afforded to the  shareholders  by Washington  law.  Audited
financial  statements of Altair for the year ended  December 31, 1995, a copy of
the Trans Mar Merger Agreement, and the Washington dissenters' rights provisions
were  included,  among other  things,  as exhibits to the proxy  statement.  The
former Trans Mar Shareholders voted to approve the Trans Mar Merger; none of the
former Trans Mar Shareholders exercised dissenters' rights.

         No general advertising or solicitation preceded the distribution of the
Common Shares in the Trans Mar Merger.  Also,  in connection  with the Trans Mar
Merger, each former Trans Mar shareholder was required to execute a subscription
agreement  and   questionnaire,   which   solicited   information   as  to  each
shareholder's status as an accredited investor and/or background,  education and
experience  which  would  enable  the  shareholder  individually,  or  with  the
assistance of a qualified purchaser representative,  to effectively evaluate the
merits  and risks of  acquiring  Common  Shares in the  Trans Mar  Merger.  Each
subscription   agreement  included  customary   representations  and  warranties
regarding  the  shareholder's   intent  to  acquire  the  Common  Shares  as  an
investment,  and covenants not to serve as a conduit for further distribution of
Common Shares.


                                       ix

<PAGE>




         On or about March 27, 1996, the Company  privately placed with one U.S.
corporate  accredited  investor,  100,000 units,  each  consisting of one Common
Share and one  Series F warrant  to  purchase  one  Common  Share for total cash
consideration of $350,000. Each Series F warrant entitles the holder to purchase
one Common Share at a price of $7.00 per share until December 5, 1996,  provided
that only 50% of the warrants can be exercised during the initial period, and at
a price of $10 per share until  September 5, 1997,  provided  that the number of
warrants  exercised  after December 5, 1996 can not exceed the number  exercised
before that date.  Prior to December 5, 1996,  50,000  additional  Common Shares
were issued  pursuant to the exercise of Series F warrants.  Since  December 31,
1996,  the  remaining  50,000  Series F warrants  have been  exercised,  and the
Company  has  issued  50,000  Common  Shares  for  proceeds  of  $500,000.   The
transaction  was  effected in reliance  upon the  exemptions  from  registration
provided  by Section  4(2)  and/or  Regulation  D, based on a number of factors,
including the following:  (i) the purchaser is an accredited investor;  (ii) the
purchaser  entered  into  a  subscription   agreement  in  which  the  purchaser
represented  that  it  was  acquiring  the  Common  Shares  for  investment  and
covenanted  not to  serve as a  conduit  for  further  distribution;  (iii)  the
subscription  agreement  explained  that neither the Common  Shares nor warrants
were registered with the Commission,  that  transferability was restricted,  and
that the share  certificates  would bear a legend  explaining  the absence of an
effective  registration  statement and the restrictions on transfer; and (iv) no
general  solicitation or advertising  preceded the execution of the subscription
agreement or issuance of Common Shares.

         The Company maintains an incentive  Stock Option Plan pursuant to which
the  Company  from time to time grants  employee,  certain  insiders,  and other
service  providers  options to purchase  Common Shares.  On January,  7, 1997, a
director of one of the subsidiaries of the Altair  International  Inc. exercised
options to purchase 40,000 Common Shares at a price of $5.00 per share. On March
27, 1997, an employee of the Company  exercised options to purchase 8,000 Common
Shares  at a price of $9.40 per  share.  These  transactions  were  effected  in
reliance upon the exemptions from  registration  provided by Section 4(2) and/or
Regulation D.


Item 3.  Default Upon Senior Securities.

         None.

Item 4.  Submission of Matters to a Vote for Security Holders.

         None.

Item 5. Other Information.

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      See Exhibit Index attached hereto.

         (b)      No  reports  on  Form  8-K  have  been  filed during the first
                  quarter of 1997.



                                        x

<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                              Altair International Inc.


                                              

     March 14, 1997                          By: /s/ William Long
---------------------------                   ---------------------------------
            Date                                  William Long, President

     March 14, 1997                          By: /s/ Patrick Costin
---------------------------                   ---------------------------------
            Date                                  Patrick Costin, Vice-President


                                       xi

<PAGE>


                            ALTAIR INTERNATIONAL INC.

                                  EXHIBIT INDEX

  Regulation S-K
    Exhibit No.                 Description
---------------------        ---------------------------------------------------

       3(i)                    Articles    of    Incorporation,    as    amended
                               (incorporated   by  reference  to  the  Company's
                               Registration  Statement  on Form 10-SB filed with
                               the Commission on November 25, 1996).

       3(ii)                   Bylaws   (incorporated   by   reference   to  the
                               Company's  Registration  Statement  on Form 10-SB
                               filed with the Commission on November 25, 1996).

        27                     Financial Data Schedule







                                       xii