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

                                   FORM 10-K/A
                                (Amendment No. 2)

[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

[ ]      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            (Commission File No.)           (IRS Employer
      jurisdiction                                           Identification No.)
    of incorporation)

                         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

[ ]      Securities registered pursuant to Section 12(b) of the Act:  None

[X]      Securities registered pursuant to Section 12(g) of the Act:

Common Shares, no par value                     Nasdaq National Market
---------------------------                     ----------------------
     (Title of Class)                (Name of each exchange on which registered)

         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 [ ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.                                                 [ ]

         The aggregate market value of the common shares held by  non-affiliates
of the  Registrant  on March 15, 2001,  based upon the closing sale price of the
common  shares on the NASDAQ  Stock Market of $2.75 per share on March 15, 2001,
was approximately  $46,160,000.  Common Shares held by each officer and director
and by each other person who may be deemed to be an affiliate of the  Registrant
have been excluded.  As of March 15, 2001 the  Registrant had 19,510,488  common
shares outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None
================================================================================

                                       1
<PAGE>

         Altair  International Inc. (the "Company") is filing this Amendment No.
2 on Form 10-K/A (this  "Amendment")  to its Annual  Report on Form 10-K for the
year ended December 31, 2000, as amended by Amendment No. 1 on Form 10-K/A filed
with the SEC on April 17, 2001 (the "Form 10-K) for the purpose of including the
following items, which were omitted from its previous Form 10-K filings:

o        Item 10. Directors and Executive Officers of the Registrant,
o        Item 11. Executive Compensation,
o        Item  12.  Security   Ownership  of  Certain   Beneficial   Owners  and
         Management, and
o        Item 13. Certain Relationships and Related Transactions.

All  subsequent  references to "Form 10-K" shall refer to the initial Form 10-K,
as amended by this Amendment.

                                       2
<PAGE>

                                    PART III


Item 10. Directors and Executive Officers of the Registrant

         Set forth below is certain information  regarding each of the directors
of the Company:

         William  P.  Long,  54, has been the  President  and a director  of the
Company since 1988,  and an officer and director of Fine Gold Recovery  Systems,
Inc.  ("Fine Gold"),  a wholly-owned  subsidiary of the Company,  since February
1996. Dr. Long has been an executive officer of Mineral Recovery  Systems,  Inc.
("MRS"),  since its formation in April 1987 and is also a director. In addition,
he is a director of Altair Technologies, Inc., a wholly-owned subsidiary of MRS.
From 1987 to 1988,  Dr.  Long was a mineral  and  energy  consultant,  providing
various  services  to clients in the  mining  and energy  industries,  including
arranging precious metal property acquisitions, supervising mineral evaluations,
and  providing  market  analyses.  From  1980 to 1986,  Dr.  Long  served as the
Executive  Vice  President and Chief  Financial  Officer of Thermal  Exploration
Corporation.  From 1974 to 1980, Dr. Long was employed by Amax Exploration, Inc.
in various capacities, including Systems Engineer, Business Analyst and Business
Manager.  Dr.  Long is  affiliated  with  the  American  Institute  of  Chemical
Engineers  and the  American  Institute  of  Mining  Engineers.  He  obtained  a
bachelors degree in Chemical and Petroleum  Refining  Engineering and a Ph.D. in
Mineral  Economics  from  the  Colorado  School  of  Mines  in  1969  and  1974,
respectively.

         James I. Golla,  68, has been a director of the Company since February,
1994.  He also  currently  serves as a director of Apogee  Minerals  Ltd,  Rally
Energy Corp. and Barton Bay Resources  Inc. Mr. Golla was a journalist  with the
Globe and Mail,  Canada's  national  newspaper,  from 1954 until his  retirement
early in 1997.

         George E.  Hartman,  52, was elected a director of the Company in March
1997. From 1995 until 1998, Mr. Hartman served as President of Planvest  Pacific
Financial Corp. ("Planvest Pacific"), a Vancouver-based  financial planning firm
with U.S. $1 billion of assets under management.  Mr. Hartman also served on the
board of directors of Planvest  Capital Corp.,  the parent of Planvest  Pacific.
From 1998 until 2000, Mr. Hartman was Senior Vice President of Financial Concept
Group until the firm's sale to Assante  Corporation,  a North American financial
services industry consolidator.  Mr. Hartman continues as President of Hartman &
Company,  Inc., a firm he founded in 1991 which provides  consulting services to
the  financial  services  industry.  Mr.  Hartman  is the  author  of  Risk is a
Four-Letter  Word--The  Asset  Allocation  Approach  to  Investing,  a  Canadian
best-seller  published in 1992, and is the author of its sequel, Risk is STILL a
Four Letter Word, released in 2000.

         Robert Sheldon, 78, has been a director of the Company since June 1997.
He also currently serves as a director of Aspen Exploration  Corporation.  Since
his retirement in 1988, Mr.  Sheldon has performed  consulting  work for several
clients,  including Newmont Exploration of Canada Limited. Mr. Sheldon served as
President of Newmont Exploration of Canada Limited and Vice President of Newmont
Mines Limited from 1975 until 1988 when he retired.  Mr. Sheldon was responsible
for  mineral  exploration,  appraisals  and  development  of  mining  properties
throughout  Canada for Newmont Mining  Corporation,  a natural  resource company
with worldwide operations. Mr. Sheldon obtained a bachelors degree in Geological
Engineering  from the University of British  Columbia in 1948. He is a member of
the  Association of  Professional  Engineers of British  Columbia,  the American
Institute  of Mining  and  Metallurgy,  the  Canadian  Institute  of Mining  and

                                       3
<PAGE>

Metallurgy,  the Society of Mining  Engineers,  the British  Columbia  and Yukon
Chamber of Mines (past  president) and the Engineers  Club,  Vancouver,  British
Columbia (past president).

         The  executive  officers of the Company are William  Long,  C.  Patrick
Costin, and Edward H. Dickinson.  Certain information  regarding Mr. Long is set
forth above. Certain information regarding Messrs. Costin and Dickinson follows.

         C. Patrick Costin, 58, was appointed a Vice President of the Company in
June 1996 and currently  serves as the President and a director of Fine Gold and
MRS and Vice  President of Altair  Technologies,  Inc. Mr. Costin also served as
the President of the  wholly-owned  subsidiary of the Company  formerly known as
Mineral  Recovery  Systems,  Inc. from March 1995 until its merger with and into
Fine Gold in June 1996. Mr. Costin is the chief executive  officer of Costin and
Associates,  a minerals  consulting  organization  founded by Mr. Costin in 1992
which  specializes in  identification  and evaluation of North American mine and
mineral deposit acquisition opportunities.  From 1982 to 1992, Mr. Costin served
as the manager of U.S.  exploration for Rio Algom Ltd. Mr.  Costin's  additional
experience in the mining and minerals industry includes Senior Mineral Economist
for the Stanford  Research  Institute  from 1977 to 1982,  Senior  Geologist for
Chevron  Resources  from  1975 to 1976,  Senior  Geologist  for  Newmont  Mining
Corporation  of Canada  from 1967 to 1975,  and  Geologist  for United Keno Hill
Mines  Ltd.  from  1965 to 1967.  Mr.  Costin  obtained  a  bachelors  degree in
Geological  Engineering  and a masters  degree in  Minerals  Economics  from the
Colorado School of Mines in 1965 and 1975, respectively.

         Edward H. Dickinson,  54, was appointed Chief Financial  Officer of the
Company  in March  2000 and  Secretary  of the  Company  in April  2001 and also
currently serves as Secretary, Treasurer and a director of MRS and Secretary and
Treasurer of Altair  Technologies,  Inc. Mr. Dickinson had previously  served as
Director of Finance of the Company  since  August 1996.  From 1994 to 1996,  Mr.
Dickinson was employed by the Southern California Edison Company as a negotiator
of non-utility power generation contracts.  Mr. Dickinson was Vice President and
Director of Geolectric Power Company during 1993 and 1994; and from 1987 through
1992 was the Director of Finance and  Administration for OESI Power Corporation.
Prior to 1987,  Mr.  Dickinson held various  accounting  and program  management
positions in the United States  Department of Energy.  Mr.  Dickinson,  who is a
Certified  Public  Accountant,  obtained  a Masters  degree in  Accounting  from
California State University, Northridge in 1978.

Compliance with Section 16(a) of the United States Exchange Act
---------------------------------------------------------------

         Section 16(a) of the Exchange Act requires the  Company's  officers and
directors to file reports  concerning  their ownership of Common Shares with the
SEC and to furnish the Company  with copies of such  reports.  Based solely upon
the  Company's  review of the  reports  required  by Section  16 and  amendments
thereto furnished to the Company, the Company believes that all reports required
to be filed  pursuant to Section  16(a) of the  Exchange Act with respect to its
2000  fiscal  year were  filed  with the SEC on a timely  basis,  except for the
following:  A Form 4 with respect to 125,000 common shares and 125,000  warrants
to purchase common shares  purchased by the MBRT Trust on August 4, 2000 was due
on September 10, 2000 but was not filed until April 30, 2001.  The MBRT Trust is
an irrevocable trust  established by William P. Long,  President of the Company,
and is administered by an independent trustee for the benefit of the children of
Mr. Long. Mr. Long disclaims any beneficial  interest in the common shares owned
by the MBRT Trust.

                                       4
<PAGE>

Item 11. Executive Compensation

Compensation of Officers
------------------------

         The following  table sets forth all annual and  long-term  compensation
for  services  rendered in all  capacities  to the Company for the fiscal  years
ended  December 31, 2000,  December 31, 1999 and December 31, 1998 in respect of
William P. Long who was, at December 31, 2000,  the President of the Company and
C.  Patrick  Costin who was, at December  31,  2000,  the Vice  President of the
Company.  The  Company had no other  executive  officer  whose total  salary and
bonuses during the fiscal year ended December 31, 2000 exceeded U.S. $100,000.
<TABLE>
<CAPTION>
                                                  Summary Compensation Table
-----------------------------------------------------------------------------------------------------------------------------
                                   Annual Compensation (1)               Long Term Compensation
                                   ------------------------------------------------------------
                                                                           Restricted    Securities
                            Fiscal                              Other      Shares or      Under
                            Year                                Annual     Restricted     Options       LTIP       All Other
                            Ended      Salary (2)   Bonus(2)  Compensation Share Units   Granted (3)   Payouts    Compensation
Name and Title              Dec. 31,     (U.S.$)    (U.S. $)    (U.S.$)        (#)          (#)        (U.S.$)      (U.S.$)
------------------------- ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
<S>                          <C>          <C>        <C>          <C>          <C>          <C>          <C>         <C>
William P. Long,             2000         91,200     9,120        Nil          Nil          Nil          Nil         Nil
President                 ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
and Director                 1999         91,200    9,120         Nil          Nil          Nil          Nil         Nil
                          ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
                             1998         91,200     Nil          Nil          Nil       50,000(3)       Nil         Nil
------------------------- ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
C. Patrick Costin, Vice      2000        100,320     Nil          Nil          Nil          Nil          Nil         Nil
President                 ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
                             1999         95,160     Nil          Nil          Nil          Nil          Nil         Nil
                          ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
                             1998         90,000     Nil          Nil          Nil       50,000(3)       Nil         Nil
-----------------------------------------------------------------------------------------------------------------------------

(1)      All compensation paid is stated in United States dollars.
(2)      Bonus and salary  amounts  reflect  amounts  accrued and  payable to Dr. Long and Mr.  Costin for each
         fiscal  year in  accordance  with the  terms of their  employment  agreements  with the  Company.  See
         "Executive  Compensation - Employment  Contracts".  Amounts  actually paid to Dr. Long in fiscal years
         2000,  1999 and 1998 were U.S.  $100,320,  U.S.  $100,320,  and U.S.  $235,232,  respectively.  During
         1998,  the Company  paid Dr.  Long U.S.  $144,032  in  addition  to his salary of  U.S. $91,200.  This
         amount  represents  salary,  bonus and  interest on such amounts  (calculated  at 10% per annum) which
         were accrued and unpaid in previous years.
(3)      Options to purchase Common Shares granted pursuant to the 1998 Plan.

Option Grants in 2000
</TABLE>

         There were no stock options or stock appreciation rights granted to Dr.
Long or Mr. Costin during the year ended December 31, 2000.

                                       5
<PAGE>

Aggregated Option Exercises and Year-end Option Values
------------------------------------------------------

         The following table provides information  regarding options held by Dr.
Long and Mr. Costin as at December 31, 2000 and options exercised by them during
the year ended December 31, 2000:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                           Unexercised Options at               Value of Unexercised
                                                             December 31, 2000               In-the-money Options at
                        Securities                                                                December 31, 2000
                       Acquired on      Aggregate  -------------------------------- -------------------------------------
                         Exercise         Value      Exercisable    Unexercisable
     Name                  (#)          Realized         (#)             (#)            Exercisable       Unexercisable
-------------------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>         <C>               <C>                 <C>                <C>
William P. Long,            Nil            Nil         250,000           Nil                 Nil                N/A
President and                                          100,000           Nil                 Nil                N/A
Director                                               50,000            Nil                 Nil                N/A
-------------------------------------------------------------------------------------------------------------------------
C. Patrick Costin,          Nil            Nil         125,000           Nil                 Nil                N/A
Vice President                                         100,000           Nil                 Nil                N/A
                                                       50,000            Nil                 Nil                N/A
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

Compensation of Directors
-------------------------

         Directors who are not officers of the Company are paid U.S.  $1,000 per
meeting for their  services as  directors.  During the year ended  December  31,
2000, U.S.  $5,000 was paid to directors of the Company for attending  meetings.
Directors  who are not  officers  are  entitled to receive  compensation  to the
extent that they provide  services to the Company at rates that would be charged
by such  directors  for such services to arm's length  parties.  No such amounts
were paid to  directors  during  the year  ended  December  31,  2000 other than
amounts paid to Dr. Long set forth herein.

         Directors  of the Company  and its  subsidiaries  are also  entitled to
participate  in the 1996  Plan and the 1998  Plan.  As at April  15,  2001,  the
Company had outstanding  options to purchase  1,175,000  Common Shares under the
1996 Plan,  435,000 of which have been  granted  to  directors,  and  options to
purchase 2,431,700 Common Shares under the 1998 Plan, 210,000 of which have been
granted to directors.

Employment   Contracts,   Termination   of  Employment   and   Change-in-Control
--------------------------------------------------------------------------------
Arrangements.
-------------

         William  P.  Long,  President  of the  Company,  has  entered  into  an
employment  agreement  with the Company dated  January 1, 1998.  The term of the
agreement commenced on January 1, 1998 and, unless earlier  terminated,  expires
on December 31, 2007.  Pursuant to the  agreement,  Dr. Long is paid a salary of
U.S. $7,600 per month and an annual bonus,  determined by the board of directors
of the Company, of not less than 10% of Dr. Long's annual  compensation.  In the
event the voting control of over 35% of the issued and outstanding Common Shares
is acquired by an  individual  or group (a "Change of Control")  and Dr.  Long's
employment  agreement is  terminated  by the Company or Dr. Long within 180 days
before the Change of Control or at any time thereafter,  Dr. Long is entitled to
be issued  200,000  Common  Shares.  Absent a Change of Control,  if Dr.  Long's
employment  agreement is terminated for any reason except by Dr. Long, by mutual
consent,  by the  Company  for  cause,  or at the end of the term,  Dr.  Long is
entitled to be issued 200,000 Common Shares.

                                       6
<PAGE>

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

         The Company's  executive  compensation  program is  administered by the
board of directors  of the Company as the Company  does not have an  independent
compensation committee. The board of directors of the Company currently consists
of William Long, Robert Sheldon,  James Golla and George Hartman. In addition to
evaluating and approving  employment  contracts for key employees throughout the
year, the board of directors formally considered  compensation issues five times
during the 2000 fiscal year in connection  with the  authorization  of grants of
options to purchase  Common  Shares.  Dr. Long is the  President of the Company.
None of the other  directors is an officer or employee of the Company.  Although
certain members of the board are executive  officers,  none  participates in the
determination of his own salary or bonus.


Item 12. Security Ownership of Certain Beneficial Owners and Management

         Set forth below is information with respect to beneficial  ownership of
Common  Shares as of April 15, 2001 by persons  known to the Company to own more
than  5% of  the  outstanding  Common  Shares,  each  of the  Company's  current
executive  officers and directors,  and by all current officers and directors of
the Company as a group.  Unless  otherwise  indicated,  each of the shareholders
named in the table has sole  voting and  investment  power  with  respect to the
Common Shares identified as beneficially  owned. The Company is not aware of any
arrangements, the operation of which may at a subsequent date result in a change
in control of the Company.
<TABLE>
<CAPTION>
------------------------- -------------------------------------- ------------------------------ --------------------
Title of Class            Name and Address of                        Amount and Nature of           Percentage
                          Beneficial Owner                          Beneficial Ownership(1)         of Class(2)
------------------------- -------------------------------------- ------------------------------ --------------------
<S>                       <C>                                            <C>                           <C>
Common                    William P. Long (President, Chief              2,659,029(3)                  13.5%
                          Executive Officer & Director)
                          57 Sunset Rim
                          Cody, Wyoming  82414
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    C. Patrick Costin (Vice president)             1,083,333(4)                   5.6%
                          1850 Aquila Avenue
                          Reno, Nevada 89509
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    Edward H. Dickinson (Chief Financial             379,700(5)                   1.9%
                          Officer)
                          2595 Sagittarius Drive
                          Reno, Nevada 89509
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    James L. Golla (Director)                         55,000(6)                      *
                          829 Terlin Boulevard
                          Mississauga, Ontario L5H 1T1
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    George Hartman (Director)                         50,000(7)                      *
                          404-168 Chadwick Court
                          North Vancouver, B.C.  V7M 3L4
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    Robert Sheldon (Director)                         45,000(8)                      *
                          3720 Creery Avenue
                          West Vancouver, British Columbia
                          V7V 2M1
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    Louis Schnur (Significant                      1,246,070(9)                   6.3%
                          Shareholder)
                          6941 South Western Ave.
                          Chicago, IL  60613
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    All Directors and Officers as a                3,989,562(10)                 19.4%
                          Group
                          (6 persons)
------------------------- -------------------------------------- ------------------------------ --------------------
</TABLE>

                                       7
<PAGE>

* Represents less than 1% of the outstanding Common Shares.

(1)      Includes  all  Common  Shares  issuable  pursuant  to the  exercise  or
         conversion of options and warrants that are exercisable within 60 days.
(2)      Based on  19,244,318  Common Shares  outstanding  as of April 15, 2001.
         Common Shares underlying  options or other  convertible  securities are
         deemed to be  outstanding  for purposes of  calculating  the percentage
         ownership  of the owner of such  securities,  but not for  purposes  of
         calculating any other person's percentage ownership.
(3)      Includes  46,000  Common  Shares held by Dr.  Long's  daughter,  47,500
         Common Shares held by Dr. Long's minor son,  287,500 Common Shares held
         by the MBRT Trust,  an  irrevocable  trust for the benefit of the minor
         children of Dr. Long,  and 125,000  Common  Shares  subject to warrants
         held by the MBRT Trust.  Dr. Long disclaims any beneficial  interest in
         such 506,000 Common Shares. Also includes 350,000 Common Shares subject
         to presently  exercisable  options  granted to Dr. Long pursuant to the
         1996 Altair  International Inc. Stock Option Plan (the "1996 Plan") and
         150,000 Common Shares subject to presently  exercisable options granted
         to Dr. Long pursuant to the 1998 Altair International Inc. Stock Option
         Plan (the "1998 Plan").
(4)      Includes 225,000 Common Shares subject to presently exercisable options
         granted  to Mr.  Costin  pursuant  to the 1996 Plan and  50,000  Common
         Shares subject to presently  exercisable  options granted to Mr. Costin
         pursuant to the 1998 Plan.
(5)      Includes 250,000 Common Shares subject to presently exercisable options
         granted to Mr.  Dickinson  pursuant to the 1996 Plan and 129,700 Common
         Shares  subject  to  presently   exercisable  options  granted  to  Mr.
         Dickinson pursuant to the 1998 Plan.
(6)      Includes 35,000 Common Shares subject to presently  exercisable options
         granted to Mr. Golla pursuant to the 1996 Plan and 20,000 Common Shares
         subject to presently  exercisable options granted to Mr. Golla pursuant
         to the 1998 Plan.
(7)      Includes 25,000 Common Shares subject to presently  exercisable options
         granted to Mr.  Hartman  pursuant  to the 1996 Plan and  20,000  Common
         Shares subject to presently  exercisable options granted to Mr. Hartman
         pursuant to the 1998 Plan.
(8)      Includes 25,000 Common Shares subject to presently  exercisable options
         granted to Mr.  Sheldon  pursuant  to the 1996 Plan and  20,000  Common
         Shares subject to presently  exercisable options granted to Mr. Sheldon
         pursuant to the 1998 Plan.
(9)      Includes  420,833  presently  exercisable  warrants to purchase  Common
         Shares.
(10)     Includes 910,000 Common Shares subject to presently exercisable options
         granted to officers and  directors  pursuant to the 1996 Plan,  389,700
         Common  Shares  subject to  presently  exercisable  options  granted to
         officers and directors  pursuant to the 1998 Plan,  and 125,000  Common
         Shares subject to warrants held by the MBRT Trust.

Item 13. Certain Relationships and Related Transactions

Certain Relationships and Related Transactions
----------------------------------------------

         The Company has  contracted  for the services of Dr. Eugene  Thiers,  a
specialist  on titanium and titanium  dioxide  with SRI  Consulting,  to provide
advice on global  technoeconomic  and market issues. Dr. Thiers is also a member
of  the  board  of  directors  of  Altair  Technologies,  Inc.,  a  wholly-owned
subsidiary of the Company, for which he has received options to purchase 250,000
Common Shares.

         William  P.  Long,  President  of the  Company,  has  entered  into  an
employment  agreement  with the Company dated  January 1, 1998.  The term of the
agreement commenced on January 1, 1998 and, unless earlier  terminated,  expires
on December 31, 2007.  Pursuant to the  agreement,  Dr. Long is paid a salary of

                                       8
<PAGE>

U.S. $7,600 per month and an annual bonus,  determined by the board of directors
of the Company, of not less than 10% of Dr. Long's annual  compensation.  In the
event the voting control of over 35% of the issued and outstanding Common Shares
is acquired by an  individual  or group (a "Change of Control")  and Dr.  Long's
employment  agreement is  terminated  by the Company or Dr. Long within 180 days
before the Change of Control or at any time thereafter,  Dr. Long is entitled to
be issued  200,000  Common  Shares.  Absent a Change of Control,  if Dr.  Long's
employment  agreement is terminated for any reason except by Dr. Long, by mutual
consent,  by the  Company  for  cause,  or at the end of the term,  Dr.  Long is
entitled to be issued 200,000 Common Shares.


Indebtedness of Officers and Directors to the Company
-----------------------------------------------------

         No officer or director of the Company was indebted to the  Company,  as
at December 31, 2000 or as at the date of this Amendment.

Interest of Insiders in Material Transactions
---------------------------------------------

         Except as  otherwise  disclosed  in this  Amendment,  no insider of the
Company has any interest in material transactions involving the Company.

                                       9
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the  Registrant  has duly caused this  Amendment No. 2 to
Annual  Report on Form  10-K/A to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, on May 1, 2001.

                              ALTAIR INTERNATIONAL INC.


                              By: /s/ William P. Long
                              -----------------------
                                      William P. Long,
                                      President, Chief Executive Officer


                              ADDITIONAL SIGNATURES

Signature                    Title                                 Date
---------                    -----                                 ----
/s/ William P. Long          President and Chief Executive         May 1, 2001
-----------------------      Officer and Director (Principal
    William P. Long          Executive Officer)



/s/ Edward Dickinson         Chief Financial Officer               May 1, 2001
-----------------------      (Principal Financial and
    Edward Dickinson         Accounting Officer)



/s/ James I. Golla*          Secretary and Director                May 1, 2001
-----------------------
    James I. Golla


/s/ George Hartman*          Director                              May 1, 2001
-----------------------
    George Hartman


/s/ Robert Sheldon*          Director                              May 1, 2001
-----------------------
    Robert Sheldon


* By: /s/ William P. Long
      --------------------------------------------
          William P. Long, Attorney-in-Fact


                                       10
<PAGE>