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

                                   FORM 10-K/A
                                (Amendment No. 1)

[X]   ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
      EXCHANGE  ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

[ ]   TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________

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


         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 SmallCap 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.  [ ]

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Act).   YES [ ]   NO [X]

         The aggregate market value of the common shares held by  non-affiliates
of the  Registrant on June 30, 2002,  based upon the average bid and asked price
of the common  shares on the NASDAQ  Stock Market of $0.47 per share on June 28,
2002,  was  approximately  $9,928,000.  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  7,  2003,  the  Registrant  had
30,799,492 common shares outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

--------------------------------------------------------------------------------
<PAGE>


         Altair  Nanotechnologies Inc. ("Altair" or the "Corporation") is filing
this Amendment No. 1 on Form 10-K/A (this  "Amendment")  to its Annual Report on
Form 10-K for the year ended  December  31, 2002 filed with the SEC on March 17,
2003 (the "Form  10-K") for the  purpose of adding the  information  required by
Part III, Items 10, 11, 12 and 13 of Form 10-K. As permitted by governing rules,
Altair had intended to  incorporate  such  information  from a definitive  proxy
statement filed with the SEC on or before April 30, 2003. Altair does not expect
to be  able to  file a  definitive  proxy  statement  by  April  30,  2003  and,
accordingly,  is amending the Form 10-K in order to add the information required
by Part III, Items 10, 11, 12 and 13 of Form 10-K. 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,
and executive officers of the Corporation and a key employee of the Corporation:
<TABLE>
<CAPTION>
Directors
---------

------------------------------------------ -------------------------------------- --------------------------
                                                                                   Period of Service as a
    Name & Municipality of Residence                      Office                          Director
------------------------------------------ -------------------------------------- --------------------------
<S>                                        <C>                                           <C>
William Long                               Chief Executive Officer & Director            Since 1988
Cody, Wyoming
------------------------------------------ -------------------------------------- --------------------------
James Golla                                Director                                      Since 1994
Mississauga, Ontario
------------------------------------------ -------------------------------------- --------------------------
George Hartman                             Director                                      Since 1997
Fenelon Falls, Ontario
------------------------------------------ -------------------------------------- --------------------------
Robert Sheldon                             Director                                      Since 1997
Half Moon Bay, British Columbia
------------------------------------------ -------------------------------------- --------------------------
Edward Dickinson                           Chief Financial Officer, Secretary &          Since 2002
Reno, Nevada                               Director
------------------------------------------ -------------------------------------- --------------------------
</TABLE>

         William P. Long, 56, was President from 1998 until April 2002, at which
time he was replaced as President and was appointed to the newly created  office
of Chief Executive Officer. Dr. Long has also been a director of the Corporation
since 1988,  and an officer and  director of Fine Gold  Recovery  Systems,  Inc.
("Fine Gold"),  a  wholly-owned  subsidiary of the  Corporation,  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  Nanomaterials,  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,  70,  has been a  director  of the  Corporation  since
February  1994. He also currently  serves as a director of Apogee  Minerals Ltd,
European Gold  Resources  Inc.,  Assure  Energy,  Inc.,  Radiant Energy Inc. 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.

                                       3
<PAGE>

         George E.  Hartman,  54, was elected a director of the  Corporation  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. At that time, he became Chief
Executive  Officer of PlanPlus Inc.,  Canada's  oldest firm  specializing in the
development  and  distribution  of wealth  management  software to the financial
services industry. Mr. Hartman also 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,  80, has been a director of the Corporation  since June
1997. He also currently serves as a director of Aspen  Exploration  Corporation,
Tananger  Resources and Pallaum  Mining Inc.  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
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).

         Edward H. Dickinson,  56, was appointed Chief Financial  Officer of the
Corporation in March 2000,  was appointed  Secretary in June 2001 and has been a
director of the Corporation  since 2002. He also currently  serves as Secretary,
Treasurer  and  a  director  of  MRS  and  Secretary  and  Treasurer  of  Altair
Nanomaterials,  Inc. Mr. Dickinson had previously  served as Director of Finance
of the  Corporation  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.

                                       4
<PAGE>

Executive Officers
------------------

         The executive  officers of the Corporation are William P. Long, Rudi E.
Moerck,  C.  Patrick  Costin,  and  Edward  H.  Dickinson.  Certain  information
regarding  Messrs.  Long and.  Dickinson  is set forth above under  "Directors."
Certain information regarding Messrs. Moerck and Costin follows.

         Rudi E.  Moerck,  56,  was  appointed  as Vice  President  of  Business
Development of the  Corporation in January 2002 and was promoted to President of
the Corporation in April 2002. Prior to joining the Corporation,  in April 1997,
Dr.  Moerck  founded  www.Smrtdoc.com,  a  consulting  services  provider to the
pharmaceutical,   virtual  pharmaceutical  and  fine  chemical  industries.  Key
assignments at www.Smrtdoc.com have included commercial development projects and
mergers and acquisitions.  Dr. Moerck also held key senior management positions,
including  Senior  Vice  President  and  General  Manager as well as Senior Vice
President of Sales and Marketing with  Catalytica  Pharmaceuticals  between June
1998 and January 2002. In 2000, DSM of the Netherlands  purchased Catalytica for
$800 million. Prior to joining Catalytica  Pharmaceuticals,  Dr. Moerck held the
position  of  President  of  Salsbury   Chemicals,   a  subsidiary   of  Cambrex
Corporation,   from  1996-1997  and  held  the  position  of  President  of  the
Pharmaceuticals  and Fine  Chemicals  Group of Cambrex from  1997-1998.  Degussa
Corporation and Degussa AG employed Dr. Moerck for 13 years during which he held
various  positions of increasing  responsibility,  which included the successful
green field launch of Degussa's hydrogen peroxide business in North America. Dr.
Moerck  obtained a bachelors  degree in  Biology/Chemistry  from  Florida  South
College in 1969 and a Ph.D. in Organic  Chemistry from  University of Florida in
1975, and completed  Postdoctoral  Fellowships at Ohio State University  between
1975 and 1979.

         C.  Patrick  Costin,   60,  was  appointed  a  Vice  President  of  the
Corporation in June 1996 and currently serves as the President and a director of
Fine Gold and MRS and Vice President of Altair Nanomaterials, Inc. 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.

Key Employees
-------------

         In addition to its directors and executive  officers,  the  Corporation
believes   that  the   performance   of  Kenneth   Lyon,   President  of  Altair
Nanomaterials,  Inc. is  important  to the success of the  Corporation.  Certain
information regarding Mr. Lyon is set forth below:

                                       5
<PAGE>

         Kenneth E. Lyon, 62, was appointed  President of Altair  Nanomaterials,
Inc., a wholly-owned  subsidiary of the  Corporation,  in August 2000.  Prior to
joining  Altair  Nanomaterials  as an  officer,  Mr.  Lyon  provided  consulting
services to Altair  Nanomaterials  from November  1999 to August 2000.  Prior to
commencing work with Altair Nanomaterials, Mr. Lyon founded and was president of
Idaho Chemical  Industries,  a chemical  distribution  and plastics  fabrication
company, from December 1986 to December 1999. From June 1996 to August 2000, Mr.
Lyon also  consulted  with  Project  Resources  Group for Nippon Sheet Glass and
Sumitomo  Corporation.  Prior to founding  Idaho Chemical  Industries,  Mr. Lyon
worked at  Morrison-Knudsen  Company for nine years where he worked to develop a
new business in Chemical and Energy  Engineering and held a variety of positions
including   Director  of  Synthetic  fuels   development,   Process   Facilities
Manager-Chevron  Shale oil project,  Director of  Marketing of MK  Industrial/MK
Furgason,  and General Manager of Marketing Latin America. Mr. Lyon was Chairman
of the Advisory  Counsel of the Technical and  Industrial  Extension  Service of
Boise  State  University  from  June  1994 to  December  1998 and  Public  Works
Commissioner  for the City of Boise from June 1989 to  November  1999.  Mr. Lyon
received  a  bachelors  of  science  degree  in  chemical  engineering  from the
University of Idaho in 1962.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

         Section 16(a) of the Exchange Act requires the  Corporation's  officers
and directors to file reports  concerning  their ownership of Common Shares with
the SEC and to furnish the Corporation with copies of such reports. Based solely
upon  the  Corporation's  review  of the  reports  required  by  Section  16 and
amendments thereto furnished to the Corporation,  the Corporation  believes that
all reports  required to be filed  pursuant to Section 16(a) of the Exchange Act
were  filed  with the SEC on a timely  basis  except  as  follows:  (a) A Form 4
related to a transaction  occurring on January 30, 2002 for Dr. William P. Long,
our Chief  Executive  Officer,  was due on  February  10,  2002 but was filed on
October 23,  2003;  (b) Forms 4 related to  transactions  occurring on April 10,
2002 and December 30, 2002 for Rudi E. Moerck,  our  President,  were due on May
10, 2002 and January 2, 2003, respectively, but were filed on a single Form 4 on
February  24,  2003;  and (c) a Form 4 related  to a  transaction  occurring  on
February 20, 2003 for Rudi E.  Moerck,  our  President,  was due on February 24,
2003 but was filed on March 14, 2003.

Item 11.     Executive Compensation

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

         The  following  table,  presented in  accordance  with  Regulation  14A
promulgated under the United States Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  sets forth all annual and  long-term  compensation  for
services  rendered in all capacities to the Corporation and its subsidiaries for
the fiscal years ended  December  31,  2002,  December 31, 2001 and December 31,
2000 in respect of William P. Long who was,  at  December  31,  2002,  the Chief
Executive  Officer of the Corporation and C. Patrick Costin who was, at December
31, 2002, the Vice President of the  Corporation.  The  Corporation had no other
executive  officer  whose total salary and bonuses  during the fiscal year ended
December 31, 2002 exceeded U.S.  $100,000.  The table also sets forth all annual
and  long-term  compensation  for  services  rendered in all  capacities  to the


                                       6
<PAGE>

Corporation and its  subsidiaries  for the fiscal years ended December 31, 2002,
December 31, 2001 and December 31, 2000 in respect of Kenneth E. Lyon,  who was,
at December 31, 2002,  the  President  of Altair  Nanomaterials,  Inc., a wholly
owned subsidiary of the Corporation.
<TABLE>
<CAPTION>

                           Summary Compensation Table
                                                                                  Long-Term Compensation
                                                                            ----------------------------------
                                                                            Restricted
                                                                 Other      Shares or    Securities
                                                                 Annual     Restricted     Under
                            Year                                 Compen-      Share       Options       LTIP       All Other
                            Ended        Salary(1)  Bonus(1)     sation       Units       Granted      Payouts      Compen-
                                         (U.S.$)    (U.S. $)     (U.S.$)       (#)          (#)        (U.S.$)      (U.S. $)
                            -----       ---------   --------     -------    -----------  ----------    --------    -----------
<S>                          <C>          <C>        <C>         <C>        <C>            <C>         <C>         <C>
William P. Long,             2002         91,200     9,120         Nil          Nil        110,000        Nil      116,000(2)
Chief Executive Officer      2001         91,200     9,120         Nil          Nil        100,000        Nil         Nil
and Director                 2000         91,200     9,120         Nil          Nil          Nil          Nil         Nil

C. Patrick Costin, Vice      2002        100,320      Nil          Nil          Nil          Nil          Nil         Nil
President                    2001        100,320      Nil          Nil          Nil        125,000        Nil         Nil
                             2000        100,320      Nil          Nil          Nil          Nil          Nil         Nil

Kenneth E. Lyon              2002        108,000      Nil          Nil          Nil         10,000        Nil         Nil
President of Altair          2001        103,846      Nil          Nil          Nil         30,000        Nil         Nil
Nanomaterials, Inc.          2000         49,500      Nil          Nil          Nil         20,000        Nil         Nil
</TABLE>

(1)      Bonus and salary  amounts  reflect  amounts  accrued and payable to Dr.
         Long  for  each  fiscal  year  in  accordance  with  the  terms  of his
         employment agreement with the Corporation.  See "Executive Compensation
         - Employment  Contracts."  Amounts  actually paid to Dr. Long in fiscal
         years 2002,  2001 and 2000 were U.S.  $100,320,  U.S.  $91,200 and U.S.
         $100,320, respectively.
(2)      This amount  represents  the value,  as of the issue  date,  of 200,000
         Common Shares issued to Dr. Long in connection  with the termination of
         certain terms of his employment agreement.

Option Grants in 2002
---------------------

         The following table provides details with respect to stock options,  if
any, granted to Dr. Long, Mr. Costin and Mr. Lyon during the year ended December
31, 2002:



                                       7
<PAGE>

<TABLE>
<CAPTION>

                                    Individual Grants
-----------------------------------------------------------------------------------------------------------------
                                                                                          Potential Realizable
                          % of Total             Market Value of                          Value at Assumed Rates
                           Options                Securities                                 of Share Price
                          Granted to   Exercise   Underlying                                Appreciation for
                           Employees   Price per Options on the                             Option  Term (US$)
                         in Financial   Share    Date of Grant    Expiration              -----------------------
                            Year        (US$)       (US$)           Date                      5%          10%
-----------------------------------------------------------------------------------------------------------------
 Name
-----------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>         <C>            <C>          <C>          <C>          <C>
William P. Long,          110,000      16.2%       1.20           0.89         05/04/07     (7,052)      25,669
President and Director
-----------------------------------------------------------------------------------------------------------------
Kenneth E. Lyon,          10,000       1.5%        0.70           0.50         12/30/07      (619)        1,053
President of Altair
Nanomaterials, Inc.
-----------------------------------------------------------------------------------------------------------------
</TABLE>

         On May 6, 2002, the Board approved an extension of the expiry date from
May 14, 2002 to May 14, 2004 for  100,000  options  held by Dr. Long and 100,000
options held by Mr. Costin.

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

         The following table provides information  regarding options held by Dr.
Long,  Mr. Costin and Mr. Lyon as at December 31, 2002 and options  exercised by
them during the year ended December 31, 2002:
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------
                                                    Number of Securities Underlying          Value of Unexercised
                                                        Unexercised Options at             In-the-money Options at
                       Securities                          December 31, 2002                  December 31, 2002
                       Acquired on     Aggregate    -------------- ----------------- -------------------- ----------------
        Name             Exercise       Value         Exercisable   Unexercisable
                           (#)         Realized          (#)            (#)               Exercisable       Unexercisable
---------------------- ------------- -------------- -------------- ----------------- -------------------- ----------------

<S>                       <C>            <C>           <C>            <C>                 <C>                  <C>
William P. Long,            Nil            Nil         360,000           Nil                 Nil                N/A
CEO and Director
---------------------- ------------- -------------- -------------- ----------------- -------------------- ----------------
C. Patrick Costin,          Nil            Nil         275,000           Nil                 Nil                N/A
Vice President
---------------------- ------------- -------------- -------------- ----------------- -------------------- ----------------
Kenneth E. Lyon
President of Altair         Nil            Nil         260,000           Nil                 Nil                N/A
Nanomaterials Inc.
---------------------- ------------- -------------- -------------- ----------------- -------------------- ----------------
</TABLE>


                                       8
<PAGE>

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

         Directors who are not officers of the  Corporation are paid U.S. $1,000
per meeting attended in person for their services as directors.  During the year
ended  December  31,  2002,  there were no  payments  made to  directors  of the
Corporation for attending meetings.  Directors who are not officers are entitled
to  receive  compensation  to the  extent  that  they  provide  services  to the
Corporation  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, 2002 other than amounts paid to Dr. Long in his capacity as
Chief Executive Officer set forth herein.

         Directors of the Corporation and its  subsidiaries are also entitled to
participate  in the 1996  Plan and the 1998  Plan.  As at April  29,  2003,  the
Corporation had outstanding  options to purchase 735,000 Common Shares under the
1996 Plan,  370,000 of which have been  granted  to  directors,  and  options to
purchase 3,326,700 Common Shares under the 1998 Plan, 514,700 of which have been
granted to directors.

Employment   Contracts,   Termination   of  Employment   and   Change-in-Control
Arrangements
--------------------------------------------------------------------------------
         William P.  Long,  Chief  Executive  Officer  of the  Corporation,  has
entered into an employment agreement with the Corporation 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 not less than 10% of Dr. Long's annual compensation.

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

         The Corporation's executive compensation program is administered by the
Board as the Corporation  does not have an independent  compensation  committee.
The Board  currently  consists of William  Long,  Robert  Sheldon,  James Golla,
George  Hartman and Edward  Dickinson.  In addition to evaluating  and approving
employment  contracts for key employees  throughout the year, the Board formally


                                       9
<PAGE>

considered  compensation  issues  five  times  during  the 2002  fiscal  year in
connection  with the  authorization  of grants of  options  to  purchase  Common
Shares.  Dr. Long is the Chief  Executive  Officer of the Corporation and Edward
Dickinson is the Chief Financial Officer and Secretary of the Corporation.  None
of the other  directors is an officer or employee of the  Corporation.  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

Securities Authorized for Issuance under Equity Compensation Plans
------------------------------------------------------------------

         The  Corporation  has stock option plans  administered  by the Board of
Directors  that  provide  for the  granting of options to  employees,  officers,
directors and other service providers of the Corporation.  All option plans have
been approved by security  holders.  The Corporation  also has an Employee Stock
Purchase Plan ("ESPP") which allows  employees to purchase common shares through
payroll  deductions.  The  ESPP,  which  is a  broadly-based  plan  open  to all
employees, has not been approved by shareholders. The following table sets forth
certain  information  with  respect to  compensation  plans under  which  equity
securities are authorized for issuance at December 31, 2002:

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------
                                Equity Compensation Plan Information
-----------------------------------------------------------------------------------------------------
                                       Number of                             Number of securities
                                   securities to be                         remaining available for
                                     issued upon      Weighted-average       future issuance under
                                     exercise of      exercise price of        equity compensation
                                     outstanding        outstanding             plans (excluding
                                   options, warrants  options, warrants     securities reflected in
                                      and rights          and rights               column (a))
          Plan Category                   (a)                  (b)                    (c)
-----------------------------------------------------------------------------------------------------
<S>                                     <C>                   <C>                   <C>
Equity compensation plans               4,061,700             $3.83                 930,000
approved by security holders
-----------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by security holders              None                 N/A                  338,450
-----------------------------------------------------------------------------------------------------
              Total                     4,061,700             $3.83                1,268,450
-----------------------------------------------------------------------------------------------------
</TABLE>


Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------

         Set forth below is information with respect to beneficial  ownership of
Common  Shares as of April 29, 2003 by persons known to the  Corporation  to own
more than 5% of the outstanding Common Shares, each of the Corporation's current
executive  officers and directors,  and by all current officers and directors of
the Corporation 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 Corporation is not aware of
any  arrangements,  the operation of which may at a subsequent  date result in a
change in control of the Corporation.

                                       10
<PAGE>
<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 (Chief Executive               2,369,529(3)                  6.9%
                          Officer & Director)
                          57 Sunset Rim
                          Cody, Wyoming  82414
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    Rudi E. Moerck (President)                      103,500(4)                     *
                          25107 Callaway
                          San Antonio, Texas 78258
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    C. Patrick Costin (Vice President)             1,083,333(5)                  3.3%
                          1850 Aquila Avenue
                          Reno, Nevada 89509
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    Edward H. Dickinson (Chief Financial             379,700(6)                  1.2%
                          Officer, Secretary and Director)
                          2595 Sagittarius Drive
                          Reno, Nevada 89509
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    James L. Golla (Director)                         55,000(7)                    *
                          829 Terlin Boulevard
                          Mississauga, Ontario L5H 1T1
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    George Hartman (Director)                         45,000(8)                    *
                          136 Colborne
                          Fenelon Falls, ON K0M 1N0
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    Robert Sheldon (Director)                         45,000(9)                    *
                          8789 Redrooffs Road
                          Half Moon Bay, British Columbia
                          V0N 1Y0
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    Louis Schnur (Significant                     3,507,097(10)                  9.9%(10)
                          Shareholder)
                          6941 South Western Ave.
                          Chicago, IL  60613
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    Cranshire Capital, L.P. (Significant          1,657,211(11)                  4.9%
                          Shareholder)
                          666 Dundee Road, Suite 1901
                          Northbrook, IL  60062
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    All Directors and Officers as a               4,081,062(12)                 11.3%
                          Group
                          (7 persons)
------------------------- -------------------------------------- ------------------------------ --------------------
</TABLE>

* 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
         of April 29, 2003.
(2)      Based on  31,918,122  Common Shares  outstanding  as of April 29, 2003,
         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  convertible  securities,  but not for
         purposes of calculating any other person's percentage ownership.

                                       11
<PAGE>

(3)      Includes  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 412,500 Common Shares.  Also
         includes 100,000 Common Shares subject to presently exercisable options
         granted to Dr. Long pursuant to the 1996 Altair  Nanotechnologies  Inc.
         Stock Option Plan (the "1996 Plan") and 260,000  Common Shares  subject
         to presently  exercisable  options  granted to Dr. Long pursuant to the
         1998 Altair Nanotechnologies Inc. Stock Option Plan (the "1998 Plan").
(4)      Includes 100,000 Common Shares subject to presently exercisable options
         granted to Mr. Moerck pursuant to the 1998 Plan.
(5)      Includes 100,000 Common Shares subject to presently exercisable options
         granted to Mr.  Costin  pursuant  to the 1996 Plan and  175,000  Common
         Shares subject to presently  exercisable  options granted to Mr. Costin
         pursuant to the 1998 Plan.
(6)      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.
(7)      Includes 20,000 Common Shares subject to presently  exercisable options
         granted to Mr. Golla pursuant to the 1996 Plan and 35,000 Common Shares
         subject to presently  exercisable options granted to Mr. Golla pursuant
         to the 1998 Plan.
(8)      Includes 45,000 Common Shares subject to presently  exercisable options
         granted to Mr. Hartman pursuant to the 1998 Plan.
(9)      Includes 45,000 Common Shares subject to presently  exercisable options
         granted to Mr. Sheldon pursuant to the 1998 Plan.
(10)     Includes 2,986,678  presently  exercisable  warrants to purchase Common
         Shares.   Mr.  Schnur's   warrants  are  all  subject  to  a  provision
         prohibiting  exercise of such  warrants  if, after such  exercise,  Mr.
         Schnur would  beneficially own more than 9.9% of the outstanding Common
         Shares.  But for  the  effect  of  such  provision,  Mr.  Schnur  would
         beneficially  own  4,152,640  Common  Shares   (3,632,221   subject  to
         warrants),  representing  11.5%  of the  Common  Shares  that  would be
         outstanding were such warrants exercised.
(11)     Includes 1,155,211  presently  exercisable  warrants to purchase Common
         Shares.
(12)     Includes 470,000 Common Shares subject to presently exercisable options
         granted to officers and  directors  pursuant to the 1996 Plan,  789,700
         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

Transactions With Management and Others.
----------------------------------------

         During  September 2002,  Louis Schnur,  a principal  shareholder of the
Corporation,  purchased  890,593 Common Shares and 1,335,890  warrants for total
consideration of $935,123.  The warrants have exercise prices ranging from $1.50
to $2.50 and  expiration  dates ranging from  September 5, 2007 to September 26,
2007,  but may be  triggered  earlier  dependent  upon the closing  price of the
Common  Shares.  In addition,  Mr.  Schnur  exercised  warrants in April 2002 to
purchase  286,169  Common  Shares at $1.05 per share.  These  warrants  had been
repriced to $1.05 per share from prices ranging from $3.50 to $5.00 per share.

         Cranshire  Capital,  L.P.  became  a  significant  shareholder  of  the
Corporation on May 7, 2003,  following its purchase,  for an aggregate  purchase
price of $750,000  of 937,500  Common  Shares and  234,375  warrants to purchase
common shares. The warrants have an exercise price of $1.13 per share and expire
on May 7, 2002.

                                       12
<PAGE>

         Between  September 5, 2002, and November 26, 2002,  Cranshire  Capital,
L.P.  purchased an aggregate of 1,233,334  Common Shares and 920,836 warrants to
purchase common shares for an aggregate purchase price of $600,000. The warrants
have exercise prices ranging from $1.00 to $1.75 per share and expiration  dates
ranging from September 5, 2007 to November 26, 2007.

         In October 2001, C. Patrick Costin,  Vice President of the Corporation,
loaned $75,000 to the Corporation on a short-term, unsecured basis. The loan was
non-interest bearing and payable on demand. In November 2001, $25,000 was repaid
and the remaining $50,000 was repaid in 2002.

         During 2001,  William Long, Chief Executive  Officer of the Corporation
made loans to the Corporation totaling $63,000 on a short-term, unsecured basis.
The loans were non-interest bearing and payable on demand. The loans were repaid
in 2002.

         The  employment  agreement  between the  Corporation  and Dr. Long, our
Chief Executive Officer, contains a provision requiring the Corporation to issue
Dr.  Long  200,000  Common  Shares  in  connection  with  a  termination  of his
employment agreement. In exchange for Dr. Long's termination of his rights under
such provision, during December 2002, Dr. Long was issued 200,000 Common Shares.

Indebtedness of Officers and Directors to the Corporation

         No  officer  or  director  of  the  Corporation  was  indebted  to  the
Corporation  as of  December  31,  2002 or as at the  date  of this  Information
Circular.

Interest of Insiders in Material Transactions

         Except as otherwise disclosed herein, no insider of the Corporation has
any interest in material transactions involving the Corporation.



                                       13
<PAGE>
<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. 1 on
Form  10-K/A to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized, on April 29, 2003.

                                            ALTAIR NANOTECHNOLOGIES INC.


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

Date: April 29, 2003


                              ADDITIONAL SIGNATURES

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Amendment No. 1 on Form 10-K/A has been signed by the  following  persons in the
capacities and on the dates indicated.


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

/s/ William P. Long           Chief Executive Officer and       April 29, 2003
-------------------------     Director (Principal Executive
William P. Long               Officer)


/s/ Edward Dickinson          Chief Financial Officer,          April 29, 2003
-------------------------     Secretary and Director
Edward Dickinson              (Principal Financial and
                              Accounting Officer)



/s/ James I. Golla*           Director                          April 29, 2003
-------------------------
James I. Golla


/s/ George Hartman*           Director                          April 29, 2003
-------------------------
George Hartman


/s/ Robert Sheldon*           Director                          April 29, 2003
-------------------------
Robert Sheldon


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



                                       14
<PAGE>



                                 CERTIFICATIONS

I, William P. Long, certify that:

         1. I have  reviewed  this  Amendment  No. 1 on Form  10-K/A  of  Altair
Nanotechnologies Inc.;

         2. Based on my  knowledge,  this  annual  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure  controls and procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;

                  b) evaluated the effectiveness of the registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

                  c) presented in this annual report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

                  a) all significant  deficiencies in the design or operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

                  b)  any  fraud,   whether  or  not  material,   that  involves
                  management or other  employees who have a significant  role in
                  the registrant's internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this annual  report  whether or not there were  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: April 29, 2003                     /s/ William P. Long
                                        ----------------------------------------
                                        William P. Long, Chief Executive Officer

                                       15
<PAGE>

I, Edward Dickinson, certify that:

         1. I have  reviewed  this  Amendment  No. 1 on Form  10-K/A  of  Altair
Nanotechnologies Inc.;

         2. Based on my  knowledge,  this  annual  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure  controls and procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;

                  b) evaluated the effectiveness of the registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

                  c) presented in this annual report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

                  a) all significant  deficiencies in the design or operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

                  b)  any  fraud,   whether  or  not  material,   that  involves
                  management or other  employees who have a significant  role in
                  the registrant's internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this annual  report  whether or not there were  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: April 29, 2003                  /s/ Edward Dickinson
                                     -----------------------------------------
                                     Edward Dickinson, Chief Financial Officer



                                       16