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

                                    FORM 10-K

 [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.

                                  OMITTED ITEMS
References to financial data in Item 1 of Part I, and all of Items 6, 7 and 8 of
Part I, are omitted pursuant to Rule 12b-25.

                       DOCUMENTS INCORPORATED BY REFERENCE
       Portions of the Registrant's Proxy Statement for the Annual Meeting
                 of Shareholders to be held on June 22, 2001 are
              incorporated by reference in Part III of this Report.
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<PAGE>

<TABLE>
<CAPTION>

                               INDEX TO FORM 10-K
                               ------------------


<S>                                                                                                         <C>
PART I.......................................................................................................3

Item 1:    Business..........................................................................................3

Item 2.    Properties.......................................................................................28

Item 3.    Legal Proceedings................................................................................29

Item 4.    Submission of Matters to a Vote of Security Holders..............................................29


PART II.....................................................................................................29

Item 5.    Market for the Common Shares and Related Shareholder Matters.....................................29

Item 6.    Selected Financial Data..........................................................................30

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations............31

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk.......................................31

Item 8.    Financial Statements and Supplementary Data......................................................32

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.............32


PART III....................................................................................................32

Item 10.   Directors and Executive Officers of the Registrant...............................................32

Item 11.   Executive Compensation...........................................................................32

Item 12.   Security Ownership of Certain Beneficial Owners and Management...................................32

Item 13.   Certain Relationships and Related Transactions...................................................32


PART IV.....................................................................................................32

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K..................................33
</TABLE>

                                       2

<PAGE>


                                     PART I

This Annual Report on Form 10-K for the year ended December 31, 2000 (this "Form
10-K") contains  "forward-looking  statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended (the  "Securities  Act"),  and Section
21E of the Exchange Act of 1934, as amended (the "Exchange  Act"),  that involve
risks and  uncertainties.  Purchasers of any of the common shares,  no par value
(the "common shares") of Altair  International  Inc. ("Altair" or the "Company")
are  cautioned  that the  Company's  actual  results will differ (and may differ
significantly)  from the results  discussed in the  forward-looking  statements.
Factors that could cause or contribute to such differences include those factors
discussed herein under "Factors That May Affect Future Results" and elsewhere in
this Form 10-K generally.  The reader is also encouraged to review other filings
made  by  the  Company  with  the  Securities  and  Exchange   Commission   (the
"Commission")  describing  other factors that may affect  future  results of the
Company.


Item 1:      Business

         Certain  technical  terms  used  in the  following  description  of our
business are defined in a glossary set forth on page 16. We have identified such
terms by italicizing  them the first time they are used in the text.  Unless the
context   requires   otherwise,   all  references  to  "Altair,"  "we,"  "Altair
International  Inc.,"  or the  "Company"  in this  Form  10-K  refer  to  Altair
International Inc. and all of its subsidiaries.

General
-------

         Altair  International  Inc.  was  incorporated  under  the  laws of the
Province  of  Ontario,  Canada in April 1973 for the  purpose of  acquiring  and
exploring  mineral  properties.  Since 1994,  we have also  devoted  substantial
resources to the development and testing of mineral processing equipment for use
in the recovery of fine, heavy mineral particles.

         In November 1999, we acquired all patents and  technology  related to a
hydrometallurgical process developed by BHP Minerals International, Inc. ("BHP")
primarily for the production of titanium dioxide ("TiO2") products from titanium
bearing ores or concentrates  (the "titanium  processing  technology"),  and all
tangible  equipment  and other assets used by BHP to develop and  implement  the
titanium processing  technology.  Although the titanium processing technology is
capable of producing a variety of titanium products, we plan to initially employ
the  titanium  processing  technology  for  the  production  and  sale  of  TiO2
nanoparticles. See "--Titanium Pigment Processing Technology."

         We have also leased, and are exploring,  approximately  14,000 acres of
land near Camden,  Tennessee  (the  "Tennessee  mineral  property") to determine
whether it would be  amenable to  large-scale  mining for  titanium  and zircon.
Preliminary  reports  suggest  that  the  Tennessee  mineral  property  contains
significant  amounts of valuable heavy minerals,  primarily titanium and zircon,
and is suitable for a  large-scale  sand mining  operation  with a  multi-decade
life. See "--Tennessee Mineral Property."

         During 1996,  we acquired the rights to the Campbell  Centrifugal  Jig,
since modified and renamed the Altair  Centrifugal Jig (the "jig"). The jig is a
machine that uses a rotating  circular  screen and  pulsating  water to separate
valueless  mineral  particles from more valuable mineral  particles based on the
differences in their specific  gravity.  In tests, the jig has proven capable of
segregating  and  recovering  extremely  fine  mineral  particles  which are not
economically  recoverable  using  existing  conventional   techniques.   We  are
presently  testing  and  customizing  the jig for use in the  recovery  of heavy
minerals such as titanium and zircon,  and we believe that the jig could also be
used to recover other minerals such as gold and for  environmental  remediation.
See "--Jig Technology and Proprietary Rights."
                                       3
<PAGE>

         To date,  we have derived no revenues  from product  sales or otherwise
and have experienced an operating loss in every year of operation. In the fiscal
year ended December 31, 2000, we experienced operating losses of
$-----------.

         Throughout  this Form 10-K,  Altair may be  referred to or defined as a
"development  stage"  company or firm.  Such  references  are for  financial and
accounting  purposes  only and are  intended  to  signify  that we are  devoting
substantially  all of our efforts to  establishing  a new business,  and planned
principal  operations have commenced,  but there has been no significant revenue
therefrom.  References to Altair as a development stage company are not intended
to imply that we are engaged in the preparation or exploration of an established
commercially  minable deposit. For purposes of Regulation S-K, Item 802, Guide 7
promulgated  under  the  Exchange  Act of 1934,  we are an  "exploration  stage"
company.

Titanium Pigment Processing Technology

         Acquisition  of the  Processing  Technology.  On November 15, 1999,  we
entered into an Asset  Purchase and Sale Agreement with BHP pursuant to which we
purchased all patents and  technology  related to a  hydrometallurgical  process
developed by BHP primarily for the production of titanium  dioxide products from
titanium   bearing  ores  or  concentrates   (i.e.,   the  titanium   processing
technology),  and all tangible equipment and other assets used by BHP to develop
and implement  the titanium  processing  technology  (the  "titanium  processing
assets").

         The purchase price for the titanium processing  technology and titanium
processing  assets was  $8,999,800.  In  addition,  the Asset  Purchase and Sale
Agreement also requires us to pay to BHP, until the earlier of November 15, 2014
or the date we have paid an aggregate  royalty of  AUD$105,000,000,  a quarterly
royalty equal to:

o        1.5% of the  international  market price of all  uncoated  TiO2 pigment
         produced  and sold as a result  of the use of the  titanium  processing
         technology  by the Company or a  transferee  at the  Company's  mineral
         properties in Tennessee;

o        1.5% of the  international  market price of all  uncoated  TiO2 pigment
         produced  and sold as a result  of the use of the  titanium  processing
         technology by BHP or any affiliate of BHP at a specified  heavy mineral
         sand operation located near Auckland, New Zealand;

o        3% of the  international  market  price of all  uncoated  TiO2  pigment
         produced  and sold as a result  of the use of the  titanium  processing
         technology  by  the  Company  or a  transferee  of the  Company  at any
         location other than its Tennessee mineral property or the Auckland, New
         Zealand heavy mineral sand operation; and

o        3% of the sales proceeds (F.O.B. the Company's facility, reduced by the
         amount of product  returns)  received by the Company or a transferee of
         the  Company  from the sale of any  products  other  than TiO2  pigment
         produced through its use of the titanium processing technology.

                                       4
<PAGE>

            In  addition,  in  connection  with  the  Asset  Purchase  and  Sale
Agreement, Altair and BHP entered into a Lease dated November 15, 1999, pursuant
to which we lease  approximately  20,000 square feet of  laboratory  and testing
space at BHP's testing  facility in Reno,  Nevada for a monthly rent of $15,000.
The Lease  grants us a right of first  refusal in the event BHP  intends to sell
the  building  and  property  subject to the Lease and  includes an agreement to
negotiate in good faith with respect to our possible  purchase of such  building
and property.

         Description  of  the  Titanium  Processing  Technology.   Our  titanium
processing  technology  is  capable  of  producing   conventional  TiO2  pigment
products. Conventional TiO2 pigments are finely-sized powders consisting of TiO2
crystals.  These  crystals  may be either  anatase or rutile  phase  (shape) and
approximate 0.18 to 0.22 microns in size. Our titanium processing  technology is
also capable of producing TiO2  nanoparticles,  a specialty  product with a size
range of 10 to 100 nanometers  (approximately one tenth the size of conventional
pigments).  We  are  currently  using  the  processing  plant  to  produce  TiO2
nanoparticles.

         Our titanium  processing  technology is  fundamentally  different  from
current  commercial  processing  techniques.  The  process  permits  exceptional
control over particle size,  shape,  and crystalline  form.  Other processes are
based on either a  precipitation  of  particles  from  aqueous  solution  or the
formation of  crystallites  from molten  droplets of titanium oxide generated in
high  temperature  flame  reactors.  While  nanoparticle  products made by these
methods exhibit the surface area and reactivity  desired for many  applications,
they are often amorphous or multiphase  materials that grow in particle size and
change  crystalline  phase when  subjected to  high-temperature  processing.  In
contrast,  our titanium processing technology produces discrete anatase crystals
in nanometer sizes that are thermally  stable at 800 degrees  Centigrade for 100
hours or more. By remaining stable in high-temperature processing, nanoparticles
produced by our titanium processing  technology retain the desired  nanoparticle
size and crystalline phase.

         The  titanium   processing   technology   is  based  on  a  proprietary
dense-phase  crystal growth technique which controls  crystal  formation using a
combination of mechanical  and fluid dynamics and chemical and thermal  control.
Through  introduction of very small  quantities of selected  chemicals  ("doping
elements")  during  crystal  growth,  the crystal  size,  phase,  catalytic  and
photocatalytic  activity and size  distribution  of crystals  can be  controlled
within  narrow  limits and to  specification.  Other  technologies  exclude  the
introduction of doping elements  during crystal growth,  thereby  limiting their
ability to control final product characteristics.

         Titanium  Processing  Assets.  The titanium  processing  assets consist
principally  of a production  facility  located in the leased  premises.  During
2000, we installed  additional  equipment to increase  production  capacity to a
nominal  annual  amount  of 200  tons of  TiO2  nanoparticles.  We also  added a
separate  pilot  facility  to produce  large  sample  quantities  of product for
development, test and evaluation purposes.

         Plans for Development of the Titanium Pigment Processing Technology. We
are initially  employing our titanium  processing  technology for the production
and sale of TiO2  nanoparticles.  We have  transferred  our titanium  processing
assets and titanium processing technology to Altair Technologies,  Inc. ("ATI"),
a  wholly-owned  subsidiary  of Altair,  and hired a president of ATI to provide
management  and  direction  for  the  development  of  our  titanium  processing
technology.  Effective  January 1, 2001, we hired fourteen  former BHP employees
who were instrumental in the development of our titanium processing  technology.
Certain of these  employees  will  continue  research and  development  work and
others will be involved in operation and maintenance of the production facility.
Altair has commenced marketing TiO2  nonoparticles,  has entered into an initial
sales  contract  with a single  customer and is also  investigating  distributor
relationships.

                                       5
<PAGE>

         We are also analyzing other means of exploiting out titanium processing
technology,  including  licensing  arrangements  and joint ventures.  We believe
that, with additional research and development aimed at  commercialization,  our
titanium  processing  technology will be capable of producing  industry standard
TiO2  pigments  (larger  particle  size than  nanoparticles).  We are  assessing
potential  business  arrangements which would facilitate the development of this
and other additional applications for the titanium processing technology.

         The  raw  material  used  as a  feedstock  in the  production  of  TiO2
nanoparticles,  and an intermediate in the production of other TiO2 products, is
titanium  tetrachloride,  a commodity product  manufactured by several suppliers
and  readily  available  on the open  market.  Although  Altair  uses  purchased
titanium tetrachloride as the feedstock in the production of TiO2 nanoparticles,
our  titanium   processing   technology   is  capable  of   producing   titanium
tetrachloride from an ilmenite raw material.

         Target  Market for  Products  of the  Titanium  Processing  Technology.
Altair is  initially  targeting  the markets  that  utilize  the unique  optical
properties of TiO2  nanocrystals such as producers of specialty surface coatings
and  UV  protectant  cosmetics.  Ultra-fine  or  nano-sized  TiO2  may  also  be
effectively used in battery components and pollution control and detoxification.
Coatings and cosmetics  utilize the  ultraviolet  shielding  capabilities of the
material;  pollution control and detoxification  processes take advantage of the
material's  photocatalytic  properties;  and  battery  applications  utilize the
electrochemical capabilities of the material. The current global market for TiO2
nanoparticles  is  approximately  3,800 metric tons per year,  but we expect the
nanoparticle market to grow more rapidly than the conventional pigment market as
applications for new technologies generate increased demand.

         In addition,  our titanium  processing  technology is adaptable to make
nanocrystals of materials suitable for optoelectronics,  ceramics, thermal spray
coatings  and  catalysts  as well.  Nanomaterials  applications  being  actively
pursued by many research groups include  flexible  ceramics (cast materials such
as automobile  engines),  special catalysts (chemical and petroleum  processing,
fuel cells), health care products  (pharmaceuticals and nano-sized sensors), and
optoelectronics.   Nano-crystal   optoelectronic   components  can  be  used  to
miniaturize  computers and other  electronic  devices and to expand bandwidth in
telecommunications.

         Research,   Testing  and   Development   of  the  Titanium   Processing
Technology. Our titanium processing technology is the result of several years of
research  and  development  work done by BHP.  Although we believe our  titanium
processing  technology is presently  commercially  viable, we intend to continue
the  research  and  development  work to both  improve  the  process and develop
additional  commercial  applications  for it. Such work will be conducted by the
former BHP employees who became employees of the Company on January 1, 2001.

        In addition, we may consider joint research and development efforts with
customers and other  interested  parties.  We have entered into a  collaboration
agreement with Nanopowder  Enterprises,  Inc.  ("NEI") wherein we have agreed to
prepare specialty  nanoparticle powders using formulations  patented by NEI. The
powders are under development, in cooperation with the Office of Naval Research,
for production of thermal spray coatings designed to enhance wear resistance and
improve ductility,  toughness, and machineability for Navy systems. We have also
entered into a product  sales  contract  with  Inframat  Corporation  to provide
nanoparticle  powders for use in thermal spray coatings being developed for U.S.
Navy applications.

         In August 2000,  we entered into an  agreement  with the  Massachusetts
Institute  of  Technology  ("MIT")  to carry  on joint  research  to  develop  a
nanostructured fuel cell system for direct hydrocarbon conversion.  The research
program  is aimed at  developing  economical  hydrocarbon-powered  fuel cells by
combining Altair's unique materials  technology with novel  nanostructured anode
and cathode catalysts developed by MIT.

                                       6
<PAGE>

        We believe our  nanoparticle  products may have  applications in several
alternative  energy  applications.  As a result,  we have created an alternative
energy  group  within ATI to carry out our  research  program  with MIT and also
develop nanoparticle applications for batteries, solar cells, and photovoltaics.

         The Titanium  Processing  Technology and Proprietary Rights. We believe
our titanium processing technology  represents a significant  improvement in the
recovery of titanium  from  titanium-containing  ores and has the  potential  to
materially reduce processing costs for commodity and specialty products. The two
conventional  technologies  for processing  titanium ores are generally known as
the  chloride and sulphate  processes.  We believe that our titanium  processing
technology  is an  improvement  over these  processes in that it offers  precise
control of crystal  size,  structure  and chemical  composition,  it uses a wide
variety of feedstocks, and it recycles wastes.

         BHP has filed  numerous  patent  applications  with the  United  States
Patent and Trademark Office with respect to our titanium  processing  technology
and has transferred the rights to such applications to us. Such applications are
in the review  process,  and no patents with respect to the titanium  processing
technology have been granted to date.

         Competition--the    Titanium   Processing    Technology.    There   are
approximately ten significant  producers of TiO2 nanoparticles in the world, the
largest of which has  approximately  20% of the market.  We believe that, with a
lower cost  structure  than our  competitors  and the  ability to produce a more
uniform,  thermally  stable  product in a wide  variety of sizes  within  narrow
ranges,  we may have a  competitive  advantage  that will allow our  products to
quickly gain market  acceptance.  However,  some producers of TiO2 nanoparticles
are major  multinational  corporations with far greater financial resources than
Altair.   These  producers  also  enjoy  other  advantages  over  us,  including
established customer relationships and operating histories.


Tennessee Mineral Property
--------------------------

         Description of the Tennessee  Mineral  Property.  The Tennessee mineral
property consists of approximately  14,000 acres of land that we have leased (or
have  binding  commitments  to lease) in or near Camden,  Tennessee,  containing
fine, heavy minerals.

                                       7
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[GRAPHIC OMITTED][GRAPHIC OMITTED]
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From 1996, when we began acquiring leases,  through 2000, exploration activities
on the  Tennessee  mineral  property  have  included  geologic  mapping,  sample
collection,  drilling of 156 auger holes and preparation of geologic and deposit
models.  The deposit  model also  incorporates  40 drill holes  completed  by an
earlier exploration company. Deposit model estimates are consistent with deposit
estimates  previously  determined by other resource  companies.  The mineralized
deposit  on the  Tennessee  mineral  property  has not yet been  proven  to be a
reserve (as defined in Regulation  S-K, Item 802, Guide 7 promulgated  under the
Exchange Act),  and our limited  operations and proposed plan with respect to it
are exploratory in nature.

         The  production of saleable  heavy minerals from heavy mineral sand ore
is a two-stage process. At the mine site, heavy mineral ore is treated in a "wet
mill"  where  a 90%  total  heavy  mineral  concentrate  is  prepared  typically
utilizing gravity separation equipment. This concentrate is then taken to a "dry
mill" where  individual  mineral  constituents  are extracted using magnetic and
high tension electrical separators.

         In order to assess the  amenability of the Tennessee  mineral  property
ore to "wet mill"  processing  with the jig, we collected  two bulk samples from
the  Tennessee  mineral  property.  Test work  completed  by Altair on the first
sample during the spring of 1997  suggested the sands can be processed  with the
jig. Tests performed by Altair which emphasized  recovery have yielded up to 94%
heavy  mineral  recovery  with  a  six-to-one   concentration   ratio.   (Stated
differently,  after a single pass  through  the jig,  94% of the ore's value was
concentrated in about one-sixth of its original  volume,  and five-sixths of the
sand  rendered a  non-valuable  discard.)  As is  typical of gravity  separation
processing,  several  passes  through the jig will be necessary to produce a 90%
total heavy mineral  concentrate.  Further,  in the event the Tennessee  mineral
property is proven to contain significant heavy mineral reserves,  the jig would
likely be used in conjunction with  traditional  gravity  separators,  primarily
spirals, to most efficiently process the sand ore in the "wet mill."

         A second bulk  sample was  collected  during  late 1997.  Approximately
5,000  pounds of  representative  mineralized  material  was  collected  from an
exposed sand horizon.  This sample was processed by an independent Florida heavy
sands producer and Altair  utilizing both "wet mill" and "dry mill" processes to
produce  representative  samples of saleable  products.  The sample results were
reviewed  by  an  independent   consulting  group  hired  by  us  to  prepare  a
pre-feasibility  study of the  Tennessee  mineral  property.  In July 1998,  the
independent consulting group completed their technical  pre-feasibility study of
approximately 4,700 acres of the Tennessee mineral property known as the "Camden
Deposit."  The study  states  that the  Camden  Deposit  contains  an  indicated
resource  of  12  million  tons  of  total  heavy  minerals  consisting  of  65%
titanium-bearing  minerals,  15% zircon and 20% non-valuable heavy minerals.  It
indicated that saleable  ilmenite,  rutile and zircon  products can be produced,
and that established  markets currently exist for such products.  The study then
modeled  mining and  production  costs and concluded that the Camden Deposit has
the potential to be economically  mined via a large-scale  sand mining operation
with an approximate 20-year life.

                                       8
<PAGE>

         In August  1998,  based on the  positive  results  of the  consultant's
report, we commenced final feasibility testing. This involves the actual design,
pricing, and analysis of equipment and facilities that would be used to mine the
Tennessee  mineral  property.  We have designed and constructed  and, during the
first  quarter of 2001,  placed  into  operation  a pilot test  facility  on the
Tennessee mineral property.  The feasibility testing process is also expected to
involve  an  examination  of the  market  for  products  produced  at the  pilot
facility,  applications for permits necessary for any proposed full-scale mining
facility and attempts to secure  financing  of any  proposed  full-scale  mining
facility.  If production at the pilot plant and our  marketing,  permitting  and
financing  efforts are  successful,  a mine could be  operational  within  24-36
months after financing is obtained.  See "--Plan of Operation" and "--Government
Regulation and Environmental Concerns."

         Subsequent to the  completion  of the  pre-feasibility  study,  further
exploration of the Tennessee  mineral property by Altair suggested the existence
of an additional  heavy mineral sands resource of  approximately 10 million tons
in an area northwest of the Camden Deposit known as the "Little Benton Deposit."
Preliminary   results  indicate  that  the  Little  Benton  Deposit  contains  a
high-grade  titanium  mineralization  similar  to the  Camden  Deposit.  We have
approximately  7,900 acres  under lease in the Little  Benton area and intend to
conduct further  testing of the Little Benton  Deposit.  If such testing affirms
the existence of the indicated  resource,  and the feasibility  testing suggests
that  cost-effective  mining of the Tennessee mineral property is feasible,  the
production  capacity and/or life of the mining  operation could be significantly
increased.

         Research, Testing and Development of the Tennessee Mineral Property. As
discussed in  "--Description  of the Tennessee  Mineral Property" above, in July
1998, an  independent  consulting  group  completed a technical  pre-feasibility
study of  approximately  4,700 acres of the Tennessee  mineral property known as
the "Camden Deposit." Based on the positive results of the consultant's  report,
we initiated final feasibility  testing in August 1998, which we anticipate will
involve additional drilling to further define resource characteristics, detailed
analysis of mineralogical  characteristics and mine processing  methods,  larger
scale testing of the Series 30 Jig, analysis of product markets,  and evaluation
of possible  strategic  alliances.  If the  feasibility  testing  suggests  that
cost-effective  mining of the  Tennessee  mineral  property is feasible,  mining
could begin within 24-36  months  after we obtain  financing,  subject to, among
other things,  the price of, and demand for  extractable  heavy minerals and our
ability to obtain necessary permits and government approvals.

         During 2000, we incurred $1.2 million in  exploration  expenditures  on
the  Tennessee  mineral  property.  Expenditures  were  incurred for pilot plant
design,  fabrication  and site  preparation,  leasehold  minimum advance royalty
payments, and other related exploration activities.

         Competition--the  Tennessee Mineral Property.  Based on the exploratory
work  done to date,  we  anticipate  that the  saleable  products  which  may be
produced from the Tennessee  mineral  property are ilmenite,  rutile and zircon.
Ilmenite,  which  may  contain  40% to 70%  titanium  dioxide,  is  used  in the
production of titanium dioxide pigment, a specialty chemical used principally as
a whitener and  opacifier for paper,  plastics and paint.  According to the U.S.
Geological  Survey,   ilmenite  is  the  most  abundant   naturally   occurring,
commercially  produced  titanium mineral and supplies  approximately  90% of the
world demand for titaniferous material.  Such demand is projected to increase at
an  annual  rate of 2%-3% for the  foreseeable  future.  The  value of  titanium
mineral  concentrates  consumed in the United  States in 2000 was  approximately
$530  million.  There are  presently  two  entities in the United  States  which
produce  ilmenite  concentrate  from  heavy  mineral  sands  and  virtually  all
production is used by four titanium pigment producers whose plants are primarily
located in the  southeastern  U.S.  Pigment  producers  use  various  methods to
process ilmenite  concentrate into titanium dioxide pigment and require that the
concentrate  feedstock meet certain chemical and size criteria applicable to the
process being used. We believe that, if we can  economically  mine the Tennessee
mineral  property  and  produce  satisfactory   products  for  sale  to  pigment
producers,  we may have a  competitive  advantage  in being a domestic  producer
operating in close proximity to our primary markets.

                                       9
<PAGE>

         Rutile,  which generally contains greater than 95% titanium dioxide, is
also used in the production of titanium  dioxide  pigment.  Its processing costs
are significantly less than ilmenite due to the higher concentration of titanium
dioxide.  Although this greatly  enhances its market value,  rutile is much less
abundant  than  ilmenite,  representing  approximately  5% of  the  total  heavy
minerals contained in the Tennessee mineral property.

         Zircon, which is used in ceramic,  refractory and foundry applications,
represents  approximately  15% of the heavy minerals  contained in the Tennessee
mineral property.  Zircon sand is currently being produced at three mines in the
southeastern  U.S. and in several  countries around the world.  Titanium-bearing
minerals and zircon are commonly found and mined together.

The Jig
-------

         Description of the Jig. The Altair Centrifugal Jig segregates particles
based  on  differences  in  their  specific  gravity.  Such  technology  may  be
categorized as a "gravity  separation"  process.  Gravity  separators are widely
used in minerals beneficiation because of their relative simplicity, low cost of
operation and ability to continuously treat large tonnage throughput. We believe
the jig will prove  able to  economically  recover  smaller  particles  than can
presently be economically recovered by competing gravity technologies. While not
yet confirmed through actual operations, the cost to manufacture and operate the
jig is expected to be similar to the cost to manufacture  and operate  competing
gravity separators, which can efficiently process only particles larger than 150
mesh.  In  contrast,  our tests  suggest  that the jig will be able to  maintain
relative  efficiency  when  processing  feeds  as  small  as 400  mesh.  See "--
Competition  -- The Jig".  In tests  conducted  to date using the jig to process
relatively  small  particles,  the jig has yielded  product  quality  (grade and
contaminates)  equivalent to that yielded by alternative technologies processing
larger particles.  See "--Target Markets For the Jig" and "-- Competition -- The
Jig".

         Several prototype and demonstration  jigs have been built and tested by
Altair and  previous  owners of the jig. Our Series 12 Jig stands about six feet
tall,  requires  floor  space of about 25 square  feet and weighs  approximately
2,000 pounds. Our Series 30 Jig stands about 10 feet tall,  requires floor space
of  about 54  square  feet  and  weighs  approximately  7,000  pounds.  Recently
constructed  jigs have been  mounted on metal  frames  along with jig  auxiliary
equipment--pulse  water pump and tank and control panel--for  transport by truck
and rapid  on-site  installation.  Continued  field  testing of the jig is being
undertaken,  as  resources  are  available,  to  increase  the volume  capacity,
identify any design problems that may reside in the jig technology, evaluate the
jig's  ability to perform  sustained  operations,  determine  the  potential for
downtime  during such  operations,  estimate the anticipated  maintenance  costs
associated  with  continued  operations  and identify  design  improvements  for
specific  applications.  There can be no assurance that the testing program will
be successful for all  applications or that testing will  demonstrate the jig to
be economically  attractive to end users.  See "--Factors That May Affect Future
Results."

         We have conducted preliminary testing of our Series 30 Jig at a mineral
recovery  plant  operated  by a large heavy  mineral  sand  producer  located in
northern  Florida.  Results of the  testing  indicate  that the Series 30 Jig is
capable of producing separation results comparable in efficiency to those of the
Series 12 Jig for zircon concentrates. (Results of tests using the Series 12 Jig
are  discussed  in  "Target  Markets  for the Jig"  below).  The  Series 30 Jig,
however,  is designed to be capable of processing 500 tons of solids per day, or
more than four times the  throughput  capacity of the Series 12 Jig. The volumes
of solids per day that the Series 30 and Series 12 Jigs are actually  capable of
processing have not been established  through testing;  however,  we expect that
continued  testing will confirm that the two models can process the volumes they
have been  designed to process.  We have also begun design work for a larger jig
that would have over twice the  processing  capacity of the Series 30 Jig. See "
-- Research, Testing and Development." Such increased capacity would enhance the
jig's commercial potential for high volume applications such as coal washing and
recovery  of iron ore fines.  Also,  multiple  units  might be used in series or
parallel configurations to process high volume operations.

                                       10
<PAGE>

         Preliminary  demonstration  tests  conducted  by Altair  and a previous
owner of the Jig suggest that the jig may be commercially  viable in a number of
applications, including:

         o   Recovery of ultra fine gold from waste streams or former tailings;
         o   Recovery of zircon,  rutile,  ilmenite,  leucoxene,  and other
             valuable   fractions  from  heavy  mineral  sand   operations,
             especially from finely sized waste piles;
         o   Sulfur and ash removal from fine coal;
         o   Recovery of tin and iron ore fines from fine tailings;
         o   Concentration  of heavy  minerals,  such as anatase,  aparite,
             barite, cassiterite, chromite, columbite, industrial diamonds,
             fluorite, various garnets, monazite, tantalite and wolframite;
             and
         o   Remediation of nuclear waste.


            Target  Markets for the Jig.  Although we believe  that, in the long
run, the jig may potentially be useful for a number of applications,  we believe
that  the  most  promising  market  for the jig in the  short  run is for use in
processing  of  heavy  mineral  sands  in  order  to  recover  heavy   minerals,
particularly zircon and titanium.

         The primary  valuable  minerals  produced  from heavy mineral sands are
titanium and zircon. Titanium is used primarily as a basic component of titanium
dioxide,  a pigment  used  principally  as a whitener and  opacifier  for paper,
plastics,  and paint.  Zircon is used  primarily  for  foundry  molds and in the
manufacture of certain types of glass and ceramics.  We believe the domestic and
international  markets  for  both of these  products  are  significant  and well
established.  Both are  commodities  traded  in bulk,  usually  under  long-term
contracts,  and  are  also  sold  in  50-100  lbs.  bags,  usually  traded  as a
spot-priced  product.  The U.S. Geological Survey has reported that the value of
titanium  mineral  concentrates  consumed  in the  United  States  in  2000  was
approximately  $530 million.  The U.S.  Geological  Survey  estimates  zirconium
production for the United States at  approximately  100,000 metric tons in 2000,
representing  a market  value of  approximately  $34  million.  There  can be no
assurance that testing will demonstrate  that the jig can  economically  extract
heavy minerals from heavy  minerals sands or that the jig will prove  attractive
to end users.

         Verification  testing  with  the  Series  12  Jig  suggests  the  jig's
potential  for  recovering  zircon  from  heavy  mineral  sand dry mill tails in
Florida.  In Phase 1 and 2 trials  conducted by Altair  involving  separation of
commercial  grade zircon products from mineral sands, the Series 12 Jig withdrew
a larger portion of zircon from the feed ore than other mineral sands processing
equipment in use today. In tests on  zircon/alumina  silicate feeds conducted by
Altair,  the Series 12 Jig has yielded greater than 90% zircon  concentrates and
recovered up to 75% of the zircon fed to the unit. Initial testing of the Series
30 Jig on  zircon/alumina  silicate feeds produced  results which were generally
equivalent  to the  Series  12 Jig.  See  "--Plan  of  Operation."  We have also
conducted  tests  of  the  Series  12  jig  at  our  Reno  test  facility.  Fine
titanium-bearing  heavy  mineral  sands  were  processed  through  the jig  with
resulting titanium recovery rates of 86% and heavy mineral grades of 80%.

         Research,  Testing and  Development  of the Jig.  Field testing to date
suggests  that the jig  possesses  the  ability  to process  continuous  tonnage
throughput in several  applications.  The jig has multiple operating parameters,
primarily rotational speed, pulsing pressure, and screen characteristics,  which
must be adjusted  to fit the  processing  requirements  of the  particular  feed


                                       11
<PAGE>

stream  being  treated.  We  believe  that more  extensive  testing is needed to
identify the most efficient  operating  parameters for  specifically  identified
applications.  Further,  demonstration  of  sustained  operation  is critical to
marketing  efforts.  We are assessing our options for furthering  development of
the jig and may consider  selling the jig  technology or licensing it to others.
In the meantime,  we will continue development work on a limited basis utilizing
available resources. Such development work will likely focus on equipment design
and  amenability  testing  of mineral  ores  using  Series 12 and Series 30 Jigs
located in Northern  Florida  and our test  facility  in Reno,  Nevada.  We also
intend  to  incorporate  the jig into the pilot  plant  testing  process  at our
Tennessee mineral property for use in the recovery of titanium and zircon.

         Jig Technology and Proprietary Rights. In operation, the jig utilizes a
combination of standard  mechanical jig and  centrifugal  technologies.  Without
having tested the jig in sustained, commercial operations, we believe production
models of the jig, if completed,  will be capable of sustaining high reliability
and low maintenance costs in a production  environment.  Use of the jig requires
no chemical additives. .

         A conventional jig separates a slurry of mineral  particles as it flows
across the top of a screen.  Water is periodically  pulsed up through the screen
to eliminate interparticle friction and allow differential settling according to
the variations in the net specific  gravities of the ore.  Heavier  minerals are
allowed to pass downward through the screen while lighter  materials flow across
the screen to a discharge point. The jig operates  according to conventional jig
principles  except  that the  screen  surface is  cylindrical  and is rotated to
subject the particles to centrifugal forces. As currently designed, materials to
be processed by the jig are  introduced  into the top of the jig in a slurry mix
with water.  The slurry is diffused across the top of the interior of a vertical
cylindrical  screen  which is  rotating.  Water is  pulsed  through  the  screen
allowing  differential  separation in the slurry material.  Heavy particles pass
through  the screen,  are  collected,  and exit the  machine in a  "concentrate"
stream.  Lighter particles flow down the screen interior, are collected and exit
out the bottom of the machine in a separate "tails" stream.

         Initial  patents  related  to the  concept  of the jig as a whole  were
issued in the United States, South Africa, United Kingdom, Australia and Canada.
These patents  expired on various  dates  between May 1999 and December  2000. A
series of second  patents  with  respect to the process by which water is pulsed
through the cylindrical screen on the jig, a critical component  differentiating
the jig from competing  products,  have been issued in the United States,  South
Africa, Japan, Europe,  Australia,  Canada, United Kingdom,  Germany and France.
These patents  expire on various dates between  January 2010 and January 2011. A
third series of patents with respect to an efficiency enhancing component of the
jig have been  issued in the United  States,  Europe,  Australia,  Japan,  South
Africa, Canada and Brazil. These patents have expiration dates between April and
November 2018.

         Competition--the Jig.
         --------------------

         Alternative  Technologies.   Various  mineral  processing  technologies
perform  many  functions  similar  or  identical  to those  for which the jig is
designed.  See "Factors That May Affect Future  Results--Competing  Products and
Alternative   Technologies."  Minerals  processing  technologies  are  generally
predicated on the physical and chemical  characteristics  of the materials being
processed. A minerals processor may exploit contrasts in size, specific gravity,
hardness,   magnetic  susceptibility,   electrical  conductivity,   and  similar
characteristics  to selectively  extract and concentrate  mineral  constituents.
Minerals processors also exploit variations in chemical reactivity and molecular
affinity to selectively separate minerals.

         The jig competes in an arena in which particle  specific gravity is the
primary criteria for particle segregation and capture. Competing technologies in
this arena include the following:

                                       12
<PAGE>

         Spirals and Cones. To separate out valuable  particles with a spiral or
         cone,  a mineral  processor  runs a  sand-size  feed  slurried in water
         through a tilted trough  (spiral) or over a convex surface  (cone).  In
         this process,  fine-sized  particles  tend to "float" and not settle as
         quickly as larger  particles.  The difference in settling speed permits
         the mineral  processor  to separate  out and extract the more  valuable
         heavy  particles.  Spirals and cones are most  effective  in feed sizes
         larger than 150 mesh.

         Froth Flotation Devices.  To separate minerals using a froth floatation
         device,  a processor  introduces  chemical  agents into a pool of mixed
         particles,  which agents attach to certain  sulfides.  Once attached to
         the  chemical  agents,  the sulfides  float to the  surface.  The froth
         flotation  method can be effective on particles  200 mesh or smaller in
         size.

         Heavy Media Separation.  Heavy media separation is a process in which a
         feed  containing  both dense and light particles is fed into a solution
         whose specific gravity is midway between the particles to be separated.
         The light  particles  float to the surface of the  solution,  while the
         heavy particles sink. Heavy media separation is effective  primarily in
         the  removal of ash from coal and in  small-scale  analytic  laboratory
         applications.

         We  believe  that,  in  certain  applications,  the jig may prove  more
efficient,  cost effective, or adaptable than spirals and cones, froth flotation
devices, or heavy media separation devices.  Nevertheless,  results from further
tests or actual  operations may reveal that these  alternative  technologies are
better  adapted  to any  or all of the  uses  for  which  the  jig is  intended.
Moreover,  regardless  of test  results,  consumers  may view any or all of such
alternative  technologies  as  technically  superior to, or more cost  effective
than, the jig.

                  Competing  Jig-Like  Products.  We believe  the jig  currently
faces  several  forms of  competition  in the  commercial  segregation  of dense
particles contained in feeds between 150 and 400 mesh, including the Kelsey jig,
Falcon  concentrators  and  the  Knelsen  batch  concentrator  unit,  which  are
currently being used worldwide.  Another centrifugal jig device, the Kelsey jig,
has been  developed in  Australia  subsequent  to the  invention of the jig. The
Kelsey jig is more complicated in design than the jig, which we believe makes it
more expensive to manufacture, operate and maintain in a production environment.
According to the Kelsey jig's  manufacturer,  Geo Logics Pty. Ltd.,  Kelsey jigs
are in service at 25 plants worldwide. In addition,  Falcon, a Canadian company,
produces  a  concentrator  which  is  used  mainly  for   pre-concentration  and
scavenging.  Their  principal  applications  to date  have  been in the gold and
tantalum industries. There also exists a batch concentrator known as the Knelsen
Bowl,  which we believe is best suited to small volumes.  (A batch  concentrator
differs  from  the jig in that it  process  a finite  "batch"  of  material,  is
completely emptied,  and then processes a completely new finite batch, while the
jig processes a continuous flow of materials). Knelsen Bowls have been installed
in various mining applications,  primarily gold,  throughout the world. Both the
Falcon  and  Knelson  concentrators  utilize  different  technologies  than  the
technology employed by the jig.

         Altair  is a small  player in an  industry  comprised  of major  mining
companies  possessing  tremendous  capital resources and we are an insignificant
competitive factor in the industry. There is no assurance that competitors, many
of whom may have significant capital and resources,  will not develop or are not
now in the process of developing  competitive equipment that may be functionally
or economically superior to our equipment.

                                       13
<PAGE>

         Business   Development--the   Jig.  We  have  concluded  that,  in  the
foreseeable   future,  our  limited  human  and  financial  resources  can  most
effectively be utilized in the development of the titanium processing assets and
titanium processing technology and the Tennessee mineral property. Consequently,
we are assessing our options for furthering  the  development of the jig and may
consider  selling the jig technology or licensing it to others who have adequate
resources  to  complete   development  of  the  jig,  establish   marketing  and
distribution channels and initiate manufacturing.  In the meantime, we expect to
continue development work, primarily equipment design, on a limited basis.

Subsidiaries.
-------------

         Altair  International  Inc.1  was  incorporated  under  the laws of the
province  of  Ontario,   Canada  in  April  1973.  Altair  currently  has  three
wholly-owned   subsidiaries,   Fine  Gold  Recovery  Systems,   Inc.,  a  Nevada
corporation ("Fine Gold"),  Mineral Recovery Systems, Inc., a Nevada corporation
("MRS"),  and 660250 Ontario Limited, an Ontario  Corporation,  and two indirect
wholly-owned subsidiaries,  Altair Technologies, Inc., a Nevada corporation, and
Tennessee Valley Titanium, Inc., a Nevada corporation.

         Fine  Gold was  acquired  by Altair in April  1994.  Fine Gold is,  for
accounting  purposes,  a development  stage  company with no operating  revenues
earned to date. Fine Gold acquired the intellectual property associated with the
jig in 1996.  Another  wholly-owned  subsidiary,  formerly  known as Carlin Gold
Company,  is now operated under the name Mineral Recovery  Systems,  Inc. Altair
intends that Fine Gold will hold and maintain jig technology  rights,  including
patents,  and will enter into a royalty arrangements to allow MRS to develop and
commercially utilize the jig.

         MRS was incorporated by Altair in April, 19872. MRS previously has been
involved in the exploration  for minerals and  development of unpatented  mining
claims in  Nevada,  Oregon  and  California.  All  mining  claims  have now been
abandoned. Altair currently intends that MRS will arrange for the manufacture of
the jig for commercial sales, rental or royalty  arrangements with end users. In
addition, MRS currently holds, directly or indirectly,  all of Altair's interest
in the Tennessee mineral property,  and Altair intends that MRS will continue to
lease or acquire  and develop  mineral  properties  in the future,  particularly
properties that contain mineral resources that may be processed with the jig.

         Altair Technologies, Inc. was incorporated in 1998 and holds all of the
Company's  interest in our titanium  pigment  processing  technology and related
assets.  The remaining 100% owned  subsidiaries do not presently have any assets
or operations.


-------------------
1 The Company was  incorporated in April 1973 under the name  Diversified  Mines
Limited,  which was subsequently  changed to Tex-U.S. Oil & Gas Inc. in February
1981,  then to Orex Resources Ltd. in November 1986, then to Carlin Gold Company
Inc. in July 1988,  to Altair  International  Gold Inc.  in March  1994,  and to
Altair International Inc. in November 1996.

2 MRS was formerly  known as Carlin Gold Company.  The name change was effective
in June 1996.

                                       14
<PAGE>


Government Regulation and Environmental Concerns.
-------------------------------------------------

         Government  Regulation.   Our  exploration  of  the  Tennessee  mineral
property,  testing of the jig, and operation of the titanium pigment  processing
facility  are,  and  any  future  testing,  operation,  construction  or  mining
activities of Altair will be, subject to a number of federal,  state,  and local
laws and  regulations  concerning  mine and  machine  safety  and  environmental
protection.  Such laws include, without limitation, the Clean Air Act, the Clean
Water Act, the Resource  Conservation  and Recovery  Act, and the  Comprehensive
Environmental  Response  Compensation  Liability  Act. Such laws require that we
take steps to, among other  things,  maintain air and water  quality  standards,
protect  threatened,  endangered  and other species of wildlife and  vegetation,
preserve  certain  cultural  resources,  and  reclaim  exploration,  mining  and
processing sites.

         Compliance with federal, state, or local laws or regulations represents
a small part of our present budget;  nevertheless,  continued  compliance may be
extremely costly,  especially if we actually commence  extraction  operations on
the  Tennessee  mineral  property.  If we fail to  comply  with any such laws or
regulations,  a  government  entity  may levy a fine on us or require us to take
costly measures to ensure compliance. Any such fine or expenditure may adversely
affect our development.

         We are  committed  to  complying  with and,  to our  knowledge,  are in
compliance with all governmental  regulations.  We cannot, however,  predict the
extent  to which  future  legislation  and  regulation  could  cause us to incur
additional  operating expenses,  capital  expenditures,  and/or restrictions and
delays in the development of our products and properties.

         Environmental   Regulation  and  Liability.   Any  proposed  mining  or
processing operation on the Tennessee mineral property,  at the titanium pigment
processing  facility  or any other  property  acquired  by us will be subject to
federal, state, and local environmental laws. Under such laws, we may be jointly
and severally  liable with prior  property  owners for the  treatment,  cleanup,
remediation,  and/or removal of substances  discovered on the Tennessee  mineral
property  or any other  property  used by us,  which are  deemed by the  federal
and/or  state  government  to be toxic or  hazardous  ("Hazardous  Substances").
Courts or government  agencies may impose liability for, among other things, the
improper  release,  discharge,  storage,  use,  disposal,  or  transportation of
Hazardous Substances.  We might use Hazardous Substances and, although we intend
to employ all reasonably  practicable  safeguards to prevent any liability under
applicable laws relating to Hazardous  Substances,  companies engaged in mineral
exploration  and  processing are  inherently  subject to  substantial  risk that
environmental remediation will be required.

Employees.
----------

         The  business of Altair is  currently  managed by Dr.  William P. Long,
President and Chief Executive  Officer of the Company and Mr. C. Patrick Costin,
Vice  President of the Company and  President of MRS and Fine Gold. In addition,
we employ a Chief Financial  Officer, a President of Altair  Technologies,  Inc.
and 21  additional  employees.  Aside  from Dr.  Long,  Mr.  Costin,  the  Chief
Financial Officer,  and the President of Altair  Technologies,  Inc., we have no
employment agreements with any of our personnel.

         On January 1, 2001 we hired fourteen  former BHP employees who had been
involved in developing the titanium processing  technology,  and we also hired a
general counsel.  During 2001, we expect to hire sales, marketing and production
employees for the titanium pigment processing business.  The quantity and timing
of new  hires  will be  dependent  on  business  activity.  We do not  otherwise
anticipate  that the number of Company  employees  will  significantly  increase
until we have sufficient sales and business activity to warrant it.

                                       15
<PAGE>


         Our future success will depend,  in part, on our ability to attract and
retain highly qualified technical,  marketing and management personnel. There is
no assurance we will be successful in retaining or attracting  highly  qualified
individuals in key  positions.  See "Factors That May Affect Future Results - We
are Dependent on Key Personnel."

Where You Can Find More Information
-----------------------------------

     We file annual, quarterly, and current reports, proxy statements, and other
information  with the SEC.  You may read and copy any  reports,  statements,  or
other  information  that we file at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington,  D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further  information  on the Public  Reference  Room.  The SEC also maintains an
Internet site  (http://www.sec.gov)  that makes available to the public reports,
proxy statements,  and other information regarding issuers, such as Altair, that
file electronically with the SEC.

     Our common shares are quoted on the Nasdaq National Market.  Reports, proxy
statements and other  information  concerning Altair can be inspected and copied
at the Public Reference Room of the National  Association of Securities Dealers,
1735 K Street, N.W., Washington, D.C. 20006.

Enforceability of Civil Liabilities Against Foreign Persons.
------------------------------------------------------------

         We are an Ontario  corporation,  and a majority  of our  directors  are
residents of Canada.  In addition,  certain of our experts  (including  Canadian
legal  counsel) are located in Canada.  As a result,  investors may be unable to
effect  service of process upon such persons within the United States and may be
unable to enforce court  judgments  against such persons  predicated  upon civil
liability  provisions  of the United  States  securities  laws.  It is uncertain
whether  Canadian  courts would (i) enforce  judgments of United  States  courts
obtained against us or such directors,  officers or experts  predicated upon the
civil  liability  provisions  of United  States  securities  laws or (ii) impose
liability  in original  actions  against  Altair or its  directors,  officers or
experts predicated upon United States securities laws.

Glossary of Terms.
------------------

         Amenability means responsiveness of an ore deposit to processing.

         Anatase means one of three naturally  occurring  mineral phases of TiO2
(along with rutile and brookite).  Anatase  particles have a tetragonal  crystal
structure.

         Anode  catalyst  means  the  substance  that  activates  the  oxidizing
reaction at the negative electrode (fuel side) of a solid oxide fuel cell.

         Ash means inorganic residue remaining after coal combustion.  Ash is an
undesirable  component of coal because it reduces  thermal  value and produces a
waste product after combustion.

         Beneficiate means to improve the grade of ore by processing.

         Cathode  catalyst  means the  substance  that  activates  the  reducing
reaction at the positive electrode (air side) of a solid oxide fuel cell.

         Centrifugal force means the component of force on a body in curvilinear
motion that is directed away from the axis of rotation.

                                       16
<PAGE>

         Coal washing  means  processing  of  pulverized  coal to remove ash and
pyrite.

         Ductility  means the property of solid  material that undergoes more or
less plastic deformation before it ruptures.

         Environmental  remediation  means removal of harmful mineral  particles
from a site previously altered by human activities.

         Heavy  minerals  sands means beach or dune sands which  contain a small
fraction of heavy  particles.  Heavy  mineral  sands are  commercially  mined to
produce titanium minerals and zircon.

         Ilmenite means a  titanium-bearing  oxide mineral  containing  variable
percentages  of iron and used as a raw  material in the  production  of titanium
pigments.

         Iron ore  fines  means  particles  of iron  ore,  usually  less  than 1
millimeter in diameter.

         Mesh means one of the openings or spaces in a screen.  The value (size)
of the mesh is given as the number of openings per linear inch.

         Micron  means  one  millionth  of  a  meter.  One  micron  equals  1000
nanometers.

         Mill means a building  with  machinery  for  processing  ore.  Dry mill
refers to heavy minerals sand  processing of dry  materials.  Wet mill refers to
heavy minerals sand process of material that are mixed with water in slurry.

         Mineralized  Deposit or Mineral Deposit means a mineralized  body which
has been delineated by appropriately spaced drilling and/or underground sampling
to support a sufficient tonnage and average grade of metals. Such a deposit does
not qualify as a reserve until a comprehensive  evaluation based upon unit cost,
grade,  recoveries  and other  material  factors  conclude  legal  and  economic
feasibility.

         Placer means  deposits of sand,  gravel and other  detrital or residual
material  containing a valuable mineral which has accumulated through weathering
and natural mechanical  concentration  processes.  A placer mine is an operation
that  recovers  certain  valuable  minerals  based on  differences  in  specific
gravity.

         Photocatalytic  means a process by which light frequencies activate the
catalytic nature of a substrate.

         Pyrite means a  yellowish-brown  mineral  sulfide  containing  iron and
sulphur.  Pyrite is an undesirable component of coal because sulphur dioxide gas
is released when it is burned with coal.

         Rutile means one of three  naturally  occurring  mineral phases of TiO2
(along with anatase and brookite).  Rutile  particles have a tetragonal  crystal
structure.

         Specific  gravity  means  the ratio of the mass of a solid or liquid to
the mass of an equal volume of water at a specified temperature.

         Tails or tailings  means those portions of washed ore that are regarded
as too poor to be treated further, as distinguished from material (concentrates)
that is to be smelted or otherwise utilized.

                                       17
<PAGE>



Forward-looking Statements.
---------------------------

         This  Form  10-K  contains  various  forward-looking  statements.  Such
statements  can  be  identified  by  the  use  of  the   forward-looking   words
"anticipate," "estimate," "project," "likely," "believe," "intend," "expect," or
similar words. These statements discuss future expectations, contain projections
regarding future developments,  operations,  or financial  conditions,  or state
other  forward-looking   information.   When  considering  such  forward-looking
statements,  you should  keep in mind the risk  factors  noted in the  following
section and other cautionary  statements throughout this Form 10-K and our other
filings   with  the   Commission.   You  should  also  keep  in  mind  that  all
forward-looking  statements  are based on  management's  existing  beliefs about
present and future events  outside of  management's  control and on  assumptions
that may prove to be  incorrect.  If one or more risks  identified  in this Form
10-K or any other  applicable  filings  materializes,  or any  other  underlying
assumptions  prove incorrect,  our actual results may vary materially from those
anticipated, estimated, projected, or intended.

         Among the key factors that may have a direct  bearing on our  operating
results are risks and  uncertainties  described  under  "Factors That May Affect
Future  Results,"  including  those  attributable  to the  absence of  operating
revenues   or   profits,    uncertainties    regarding   the   development   and
commercialization  of the jig,  development  risks associated with the Tennessee
mineral property,  risks related to our proposed development and exploitation of
our  titanium   processing   technology  and  titanium   processing  assets  and
uncertainties regarding our ability to obtain capital sufficient to continue our
operations and pursue our proposed business strategy.


Factors that May Affect Future Results.
---------------------------------------

We have not generated any operating revenues or profits.
--------------------------------------------------------

         We are a  development  stage  company.  To date,  we have not generated
revenues  from  operations  or  realized a profit.  We are  presently  investing
substantial resources in the testing and development of the jig, the exploration
of the Tennessee mineral property,  and the development and commercialization of
our titanium processing technology.  There can be no assurance that the jig, the
Tennessee  mineral  property,  our titanium  processing  technology or any other
project undertaken by us will ever enable Altair to generate revenues or that we
will at any time realize a profit from operations.

We may continue to operate at a net loss.
------------------------------------------

         We have  experienced a loss from  operations in every fiscal year since
our inception.  Our losses from operations in 1999 were $____________ and losses
from operations in 2000 were  $___________.  Although we expect to begin product
sales of titanium  dioxide  nanoparticles in the first half of 2001, total sales
will probably not be at a level  sufficient to produce a positive net income for
the year. We will continue to experience a net operating loss until, and if, our
titanium  processing  technology,  the jig and/or the Tennessee mineral property
begin  generating  revenues.  Even if our  titanium  processing  technology  and
titanium processing  equipment,  the jig or the Tennessee mineral property begin
generating  revenues,  the  revenues  may not  exceed  the costs of  production.
Accordingly, we may not ever realize a profit from operations.

                                       18
<PAGE>


We may not be able to  raise  sufficient  capital  to meet  present  and  future
obligations.
--------------------------------------------------------------------------------

         As of December 31, 2000, we had unrestricted  cash and cash equivalents
of  $1,335,729.  We believe that the  unrestricted  cash we  currently  possess,
together  with the  collection of $561,300 of  receivables  at December 31, 2000
that were collected  during the first quarter of 2001, is sufficient to fund our
basic operations  through June 30, 2001. In the absence of revenue,  this amount
of capital will likely prove  insufficient to fund development work necessary to
complete the testing necessary to place our titanium processing  technology into
continuous  operation in a commercial setting. In addition,  we will likely need
additional capital to complete testing and development of the jig or exploration
of the Tennessee  mineral  property.  If we determine to construct and operate a
mine on the  Tennessee  mineral  property,  we will need to obtain a significant
amount  of  additional  capital  to  complete   construction  of  the  mine  and
commencement of operations.

         In  addition,   we  may  need  additional   capital  for  necessary  or
discretionary  acquisitions  of  equipment,  properties,  intellectual  property
rights or companies.  General and industry  market  factors or other  unforeseen
events may also affect our use of and need for capital.

         If we need additional  capital, we may not to be able obtain the amount
of additional capital needed or may be forced to pay an extremely high price for
capital.  Factors  affecting the  availability and price of capital may include,
without limitation, the following:

      o  market  factors   affecting  the   availability  and  cost  of  capital
         generally;

      o  our performance;
      o  the size of our capital needs;
      o  the market's perception of mining, technology and/or minerals stocks;
      o  the economics of projects being pursued;
      o  industry  perception of our ability to recover minerals with the jig or
         titanium processing technology; and
      o  the price, volatility and trading volume of our common shares.

If we are unable to obtain sufficient  capital or are forced to pay a high price
for capital, we may be unable to place the titanium  processing  technology into
continuous  operation,  complete  testing and  production  of the jig,  complete
exploration  and  development of the Tennessee  mineral  property,  or otherwise
pursue  and fully  exploit  existing  or future  development  opportunities.  In
addition,  because of their size, resources,  history and other factors, certain
of our  competitors  may have  better  access to  capital  than we do and,  as a
result, may be able to exploit opportunities more rapidly,  easily or thoroughly
than we are.

Unless the  exchangeable  term note is  earlier  redeemed  for cash,  the common
shares issued upon exchange of the  exchangeable  term note may dilute  existing
shareholders and cause downward pressure on our stock price.

         We have issued a $7,000,000 10%  Asset-Backed  Exchangeable  Term Note.
Under the  Exchangeable  Term Note, we are required to make monthly  payments in
the principal amount of $291,667 plus accrued  interest.  If we do not make such
monthly  payment  in  cash  by  the  15th  of  each  month,  the  holder  of the
Exchangeable Term Note has the right to exchange the monthly payment amount into
common shares at the applicable  exchange price. The exchange price for any date
is the lesser of (a) a fixed exchange price of $3.00, subject to adjustment, and
(b) the average of the lowest three daily  trading  prices of the common  shares
during  the 15  trading  days  ending  on the day  before an  exchange  right is
exercised.

                                       19
<PAGE>

         If the average of the lowest three daily  trading  prices during the 15
trading days ending on the day before an exchange rate is exercised is less than
the $3.00 (or the adjusted fixed exchange price),  the number of shares issuable
upon  exchange of the monthly  payment  amount  increases  significantly  as the
market price of our common shares declines. A decline in the market price of our
common  shares  could be caused or  exacerbated  by the  exchange of the monthly
payment  amount and  subsequent  sale of the common  shares  issuable  upon such
exchange.  A  decline  in the  market  price of our  common  shares  could  also
encourage short sales on the part of the holder of the Exchangeable Term Note or
others,  which short sales could further  depress the market price of our common
shares.  The  exchange  of the  Exchangeable  Term  Note may  cause  substantial
dilution to existing shareholders.

         In order to illustrate the relationship between the market price of our
common  shares and the number of common  shares  issuable  upon  exchange of the
monthly payment amounts on the Exchangeable  Term Note, the following table sets
forth how many  additional  common  shares would be issued upon  exchange of the
entire  exchangeable  amount of the Exchangeable Term Note if the average of the
lowest three daily  trading  prices during the 15 trading days ending on the day
before an exchange  rate is exercised  were (a) $3.00 or greater,  (b) $2.50 per
share, (c) $2.00 per share,  (d) $1.00 per share,  and (e) $.50 per share.  Such
prices are selected for illustration purposes only and do not reflect our actual
estimate of the average of the lowest three daily  trading  prices during any 15
trading day period. For purposes of the following table, we assume,  among other
things,  that shareholder  approval is obtained for the issuance of the Exchange
Term Note, that no principal or interest is redeemed with cash or prepaid,  that
all exchange  rights are  exercised on the date of accrual and that no penalties
or premiums are required to be paid.

         Shares  issuable upon exchange of the total amount  exchangeable  under
         the  Exchangeable  Term Note if the  average of the lowest  three daily
         trading  prices  of the  common  shares  ending  on the day  before  an
         exchange rate is exercised is as follows:

    $3.00 or Greater      $2.50         $2.00         $1.00           $.50

       2,576,388        3,091,666     3,864,583     7,729,166      15,458,332

We have pledged substantial assets to secure a loan.
----------------------------------------------------

We have  pledged all of the  intellectual  property  and common  stock of Altair
Technologies,  Inc.,  our  second-tier  wholly-owned  subsidiary,  to secure the
$7,000,000 10% Asset-backed  Exchangeable Term Note. Altair  Technologies,  Inc.
owns and operates the titanium  processing  technology we acquired in 1999.  The
Exchangeable  Term  Note is also  secured  by a pledge  of the  common  stock of
Mineral Recovery Systems,  Inc., which owns and operates our leasehold interests
in the Camden,  Tennessee  area.  If we default on the  Exchangeable  Term Note,
severe remedies will be available to the holder of the  Exchangeable  Term Note,
including immediate seizure and disposition of all pledged assets.

Our operations are and will be subject to extensive government regulation.
--------------------------------------------------------------------------

         Our exploration of the Tennessee mineral property,  testing of the jig,
and operation of the titanium  pigment  processing  facility are, and any future
testing, operation, construction or mining activities of Altair will be, subject
to a number of federal,  state,  and local laws and regulations  concerning mine
and machine  safety and  environmental  protection.  Such laws include,  without
limitation,  the Clean Air Act, the Clean Water Act,  the Resource  Conservation
and Recovery  Act, and the  Comprehensive  Environmental  Response  Compensation
Liability  Act.  Such laws require  that we take steps to,  among other  things,
maintain air and water quality  standards,  protect  threatened,  endangered and
other species of wildlife and vegetation,  preserve certain cultural  resources,
and reclaim exploration, mining and processing sites. These laws are continually
changing and, as a general matter, are becoming more restrictive.

                                       20
<PAGE>

         Compliance with federal, state, or local laws or regulations represents
a small part of our present budget;  nevertheless,  continued  compliance may be
extremely  costly,  especially if we actually  commence mining operations on the
Tennessee  mineral  property.  If we  fail  to  comply  with  any  such  laws or
regulations,  a  government  entity  may levy a fine on us or require us to take
costly measures to ensure compliance. Any such fine or expenditure may adversely
affect our development.

We are dependent on key personnel.
----------------------------------

         Our  continued  success  will  depend  to a  significant  extent on the
services of Dr. William P. Long, our President and Chief Executive Officer,  and
Mr. C. Patrick  Costin,  our Vice  President and President of Fine Gold and MRS.
The loss or  unavailability  of Mr.  Long or Mr.  Costin  could  have a material
adverse effect on us. We do not carry key man insurance on the lives of such key
officers.

         In  addition to the  individuals  identified  above,  we employ a Chief
Financial Officer, the President of Altair Technologies,  Inc. and 21 additional
employees. Aside from Dr. Long, Mr. Costin, the Chief Financial Officer, and the
President of Altair  Technologies,  Inc., we have no employment  agreements with
any of our  personnel.  Competition  for such  personnel is intense,  and we can
provide no assurance  that we will be able to attract and maintain all personnel
necessary for the development and operation of our business.

We  may  fail  to  identify  or be  unable  to  consummate  important  strategic
transactions.
--------------------------------------------------------------------------------

         We  are  currently  evaluating,  and  plan  to  continue  to  evaluate,
licensing or acquiring additional mining  technologies,  products or properties.
We also plan to remain open to acquiring, or developing strategic relations with
other  companies  that  have  products,  manufacturing  capabilities,  or  other
qualities that are compatible with our business objectives.  We must compete for
attractive  acquisition  or strategic  alliance  candidates  with numerous other
companies,  many of whom have significantly  greater financial and technological
resources  than  we do.  In  addition,  to the  extent  we are in a  competitive
position,  we may  fail to  identify  or  consummate  acquisition  or  strategic
alliance opportunities.

         Even if we identify and complete such alliances,  consummation  thereof
may require us to incur additional debt,  amortize  expenses related to goodwill
and intangible assets, or issue dilutive equity  securities,  all of which could
adversely affect our operating results or financial  condition.  In addition,  a
failure  by  Altair  to  integrate  its  operations  with  that  of an  ally  or
acquisition  target may  adversely  affect  operating  results.  Disruptions  in
operations  are  likely to be  especially  severe  during  the  fiscal  quarters
immediately  following  any  acquisition  or  alliance  transaction,  while  the
operations of the acquired or combined  business are being  integrated  into our
operations.

We may issue  substantial  amounts  of  additional  shares  without  stockholder
approval.
--------------------------------------------------------------------------------

         Our Articles of  Incorporation  authorize  the issuance of an unlimited
number of common  shares.  All such  shares may be issued  without any action or
approval by our stockholders.  In addition, we have two stock option plans which
have potential for diluting of the ownership interests of our stockholders.  The
issuance of any  additional  common shares would further  dilute the  percentage
ownership of Altair held by existing stockholders.

                                       21
<PAGE>


The market price of our common shares is extremely volatile.
------------------------------------------------------------

         Our common shares have been listed on the Nasdaq  National Market since
January 26, 1998.  Trading in our common shares has been characterized by a high
degree of volatility.  See "Price Range of Common Shares." Trading in our common
shares may  continue to be  characterized  by extreme  volatility  for  numerous
reasons, including the following:

      o  Uncertainty   regarding  the  viability  of  the  titanium   processing
         technology;

      o  The  continued  absence of any  revenues  from the jig,  the  Tennessee
         mineral property or the titanium processing technology;

      o  Uncertainty  regarding the  viability of mining the  Tennessee  mineral
         property;

      o  Continued  dominance of trading in our common  shares by a small number
         of firms;

      o  Positive or negative announcements by us or our competitors;

      o  Industry trends,  general  economic  conditions in the United States or
         elsewhere, or the general markets for equity securities,  minerals, and
         commodities;

      o  The announcement of financial or research and development  results that
         differ  from  analyst  and  investor  expectations,  regardless  of our
         health;

      o  Significant changes in our future prospects; and

      o  Speculation  by short  sellers our common shares or other persons (such
         as the holders of the Exchangeable  Term Note) who stand to profit from
         a rapid increase or decrease in the price of our common shares.

We have never declared a dividend and may not for the foreseeable future.
-------------------------------------------------------------------------

         We  have  never  declared  or  paid  dividends  on our  common  shares.
Moreover,  we  currently  intend to retain  any future  earnings  for use in our
business and, therefore, do not anticipate paying dividends on our common shares
in the foreseeable future.

We have not yet  confirmed the viability  and  effectiveness  of the  processing
technology and processing assets.
--------------------------------------------------------------------------------

         The titanium processing  technology and titanium  processing  equipment
have not been used by Altair or anyone  else in a  commercial  setting,  and may
prove  ineffective or unreliable  when subjected to continuous use. We have used
the titanium  processing  technology to effectively produce sample quantities of
TiO2 nanoparticles but have not completed testing of product  applications.  The
titanium  processing  technology may prove wholly or partially  ineffective when
applied on a continuous basis in a commercial setting. In addition, the titanium
processing  equipment may break down, be costly to maintain or prove  unreliable
when  operated on a continuous  basis in a commercial  setting.  If the titanium
processing  technology proves ineffective or the titanium  processing  equipment
proves  unreliable  in a  commercial  setting,  we may be unable  to recoup  the
investment  in  the  titanium  processing  technology  and  titanium  processing
equipment.

                                       22
<PAGE>

Nanoparticles  produced  using the  processing  technology  may be  perceived as
substandard or not fit for a particular use.
--------------------------------------------------------------------------------

         In the short run, we plan to use the titanium processing technology and
titanium  processing  equipment  to  produce  TiO2  nanoparticles.  We have  not
previously  produced or marketed TiO2  nanoparticles and, to date, have obtained
only a small  order for TiO2  nanoparticles.  The TiO2  nanoparticles  and other
products  produced  using  the  titanium  processing   technology  and  titanium
processing  equipment  may be of inferior  quality to  alternative  products or,
regardless of actual quality,  may be perceived as lacking  adequate  quality or
reliability.  In addition, even if TiO2 nanoparticles we produce are of adequate
quality for general use, they may have  properties that make them unsuitable for
the particular use of a potential  customer.  Even if we are able to efficiently
produce TiO2  nanoparticles  and other  products  using the titanium  processing
technology and titanium  processing  equipment,  we may not be able to sell such
products in the marketplace.

The current market for TiO2 nanoparticles is limited.
-----------------------------------------------------

     In the short run,  we plan to use the  titanium  processing  technology  to
produce   TiO2   nanoparticles.    The   uses   for   such   nanoparticles   are
limited--primarily  cosmetics  and  surface  coatings--and  the  market for such
nanoparticles is small,  estimated at 3,800 tons per annum.  Even if we are able
to effectively  produce TiO2 nanoparticles and other products using the titanium
processing technology, we may not be able to profitably market such products for
any of the following reasons:

o        there may be insufficient demand for such products;

o        despite strong  initial  demand for such products,  the market for such
         products  may  contract or collapse as a result of a decrease in demand
         for goods incorporating such mineral products,  a worldwide or regional
         financial crisis, or other unforeseen event;

o        the increased  supply of such products as a result of our entrance into
         the  market  may  cause  the  price to drop,  reducing  or  eliminating
         profitability;

o        competing entities may begin producing, or increase their production of
         nanoparticles, causing the price to drop or displacing potential sales.

o        such products may be of inferior  quality to  alternative  products or,
         regardless  of actual  quality,  may be perceived  as lacking  adequate
         quality or reliability.

Our cost of production may exceed estimates.
--------------------------------------------

         We purchased the titanium  processing  technology and related  titanium
processing  equipment  based on the belief that it will be able to produce  TiO2
and other  products more cheaply than many  competitors.  We have not,  however,
produced any mineral  products  using the  titanium  processing  technology  and
titanium  processing  equipment  on a  commercial  basis.  Our  actual  costs of
production may exceed those of competitors  and, even if our costs of production
are lower,  competitors  may be able to sell TiO2 and other  products at a lower
price than is economical for Altair.

Pending patent applications may be denied or may provide inadequate protection.
-------------------------------------------------------------------------------

         BHP Minerals has filed  numerous  patent  applications  with the United
States  Patent and  Trademark  Office with  respect to the  titanium  processing
technology and has transferred the rights to such  applications to Altair.  Such


                                       23
<PAGE>


applications  are being  reviewed  by the Patent and  Trademark  Office,  and no
patents with respect to the titanium processing  technology have been granted to
date. If the  applications  for any patents  related to the titanium  processing
technology are denied, the value of the titanium processing technology,  and any
competitive  advantage  gained from our  ownership  of the  titanium  processing
technology,  will be substantially  diminished. We can provide no assurance that
pending patent applications will be granted.

         In addition,  persons in jurisdictions  outside of the United States in
which no  application  has been  filed,  or which  do not  honor  United  States
patents,  may  develop and market  infringing  technologies.  Also,  the cost of
enforcing  patents  outside of North America,  as well as other  obstacles,  may
limit our  ability to enforce  any patents  related to the  titanium  processing
technology outside of the United States.

Use  of  the  processing  technology  may  lead  to  substantial   environmental
liability.
--------------------------------------------------------------------------------

         Any  proposed use of the titanium  processing  technology  and titanium
processing equipment will be subject to federal,  state, and local environmental
laws.  Under  such laws,  we may be  jointly  and  severally  liable  with prior
property  owners  for the  treatment,  cleanup,  remediation  and/or  removal of
substances  discovered at the leased Reno, Nevada facility or any other property
used by Altair that are hazardous substances.  Courts or government agencies may
impose  liability  for,  among other things,  the improper  release,  discharge,
storage, use, disposal or transportation of hazardous  substances.  We might use
hazardous   substances  and,   although  we  intend  to  employ  all  reasonably
practicable  safeguards to prevent any liability under  applicable laws relating
to hazardous substances, companies engaged in mineral exploration and processing
are inherently subject to substantial risk that  environmental  remediation will
be required.

Our Series 12 Jig is too small for most commercial uses.
--------------------------------------------------------

         To date, we have  developed and tested a  lower-capacity  Series 12 Jig
and a higher-capacity Series 30 Jig. Test results on the Series 12 Jig, designed
to be capable of processing  approximately  120 tons of solids per day,  suggest
that commercial use of the Series 12 Jig is technically feasible.  Nevertheless,
the designed capacity of the Series 12 Jig is too small for coal washing,  heavy
minerals extraction, and most other intended applications of the jig, except use
in small  placer  gold  mines or similar  operations.  Even if the Series 12 Jig
performs  to  design  specifications  in  subsequent  tests  or at a  commercial
facility,  we believe that, because of its small capacity,  the potential market
for the Series 12 Jig is limited.

Testing is incomplete on our Series 30 Jig.
-------------------------------------------

         The  Series 30 Jig is  designed  to process  approximately  500 tons of
solids per day. We believe that this designed  capacity is sufficient  for heavy
mineral  sands  processing  and many  other  intended  commercial  applications.
Nevertheless, the Series 30 Jig may not prove attractive to potential end users.
Even if we are successful in leasing the Series 30 Jig to end users,  the Series
30 Jig may not prove efficient, durable, or cost-effective enough to satisfy the
expectations  of end users once  operated  in an  uncontrolled  environment.  In
addition,  the introduction of new technologies by competitors  could render the
Series  30  Jig or  larger  Jig  obsolete  or  unmarketable  or  require  costly
alterations to make it marketable.


                                       24
<PAGE>

Performance of the jig in a commercial setting may not match test results.
--------------------------------------------------------------------------

         Although  test  results  from  controlled  tests on the  Series  30 Jig
suggest that it is capable of separating  valuable  heavy  minerals from mineral
sands,  the Series 30 Jig has not been operated as part of an actual  commercial
mineral processing facility.  When integrated into actual commercial operations,
the Series 30 Jig:

      o  may not be able to process sand at its design capacity;

      o  may not recover a  commercially  valuable  end product at a  commercial
         viable rate when processing mineral sands;

      o  may break down  frequently  or  otherwise  be too costly to operate and
         maintain;

      o  may be displaced or rendered  obsolete by the introduction of competing
         technologies or jigs and may be incompatible  with developing mining or
         extraction processes; and

      o  may be rendered obsolete by the absence of demand for heavy minerals or
         other end product of processing.

The jig faces competition from alternative technologies.
--------------------------------------------------------

         The centrifugal jig process may not prove superior,  either technically
or  commercially,  to  alternative  technologies.   Various  mineral  processing
technologies  perform many functions similar or identical to those for which the
jig is designed. Results from further tests or actual operations may reveal that
these alternative  technologies are better adapted to any or all of the uses for
which the jig is intended.  Moreover,  regardless of test results, consumers may
view any or all of such alternative  technologies as technically superior to, or
more cost effective than, the jig.

The jig faces competition from other jig-like products.
-------------------------------------------------------

         We believe that the jig currently faces several forms of competition in
the commercial segregation of dense particles contained in feeds between 150 and
400 mesh,  including the Kelsey jig, Falcon  concentrators and the Knelsen batch
concentrator unit, which are currently being used worldwide. Another centrifugal
jig device,  the Kelsey jig, has been  developed in Australia  subsequent to the
invention of the jig.  According to the Kelsey  jig's  manufacturer,  Geo Logics
Pty. Ltd., Kelsey jigs are in service worldwide. In addition, Falcon, a Canadian
company,  produces a small batch concentrator as well as a machine which is used
mainly for  pre-concentration  and scavenging.  Their principal  applications to
date have been in the gold and  tantalum  industries.  There also exists a batch
concentrator  known as the Knelsen Bowl.  Knelsen  units have been  installed in
various mining applications,  primarily gold, throughout the world. Competitors,
many of whom may have significant  capital and resources,  may develop, or be in
the process of developing, superior or less expensive alternatives to the jig.

                                       25
<PAGE>

The market for  commodities  that might be produced  using the jig or  extracted
from the Tennessee mineral property may collapse.
--------------------------------------------------------------------------------

         If the jig is successfully developed and manufactured, we intend to use
the jig,  or lease the jig for use,  to separate  and  recover  valuable,  heavy
mineral particles. Active international markets exist for gold, titanium, zircon
and many other minerals  potentially  recoverable  with the jig.  Prices of such
minerals fluctuate widely and are beyond our control.  A significant  decline in
the  price  of  minerals  capable  of  being  extracted  by the jig  could  have
significant  negative effect on the value of the jig.  Similarly,  a significant
decline in the price of  minerals  being  produced or expected to be produced on
the Tennessee  mineral property could have a significant  negative effect on the
viability of a mine or processing facility on either such property. In addition,
because we intend to market the jig  primarily  to mining  companies,  a general
economic  downturn  in the  mining or  mineral  industries  may have a  material
adverse effect on Altair.

We are dependent upon others to manufacture the jig.
----------------------------------------------------

         We currently  contract on a per-unit  basis with a machine shop located
in central Tennessee for assembly of the jig but have no long-term contract with
such entity.  If we complete  testing of the jig and develop a final  production
model,  we do not currently  have the know-how or resources to establish our own
manufacturing facility. Management is considering options for manufacture of the
jig, including  manufacturing under a long-term contract or through an exclusive
licensing  arrangement or joint venture.  We may not be able to obtain  adequate
manufacturing capacity. Moreover, even if a manufacturer is found, we may not be
able to  cost-effectively  produce  affordable,  high-quality  units  capable of
sustaining  continuous  operations  with low  maintenance  costs in a production
environment.

Certain patents for the  centrifugal jig have expired and remaining  patents may
be unenforceable.
--------------------------------------------------------------------------------

         Initial  patents  on the jig were  issued in the United  States,  South
Africa,  United Kingdom,  Australia and Canada. These patents expired on various
dates between May 1999 and December  2000. A series of second  patents have been
issued with  respect to a critical  component  of the jig in the United  States,
South Africa,  Japan, Europe,  Australia,  Canada,  United Kingdom,  Germany and
France.  These patents expire on various dates between  January 2010 and January
2011.  A third  series  of  patents  with  respect  to an  efficiency  enhancing
component of the jig have been issued in the United States,  Europe,  Australia,
Japan,  South Africa,  Canada and Brazil.  These patents have  expiration  dates
between April and November 2018.

         Persons in  countries  in which we have not patented the jig or certain
critical  components may develop and market an infringing  product.  The cost of
enforcing patents outside of North America, and similar obstacles, may limit our
ability to enforce our patents and keep  infringing  products  out of the market
for the jig.

We have not completed  examining the feasibility of mining the Tennessee mineral
property.
--------------------------------------------------------------------------------

         The Tennessee  mineral property is currently in the exploratory  stage.
An independent  consultant hired by Altair has completed a pre-feasibility study
on the Tennessee mineral property.  Based on the positive results of such study,
we have  determined  to  commence  final  feasibility  testing of the  Tennessee
mineral property.

                                       26
<PAGE>

         Commenced  during August 1998, final  feasibility  testing involves the
actual design,  pricing,  and analysis of equipment and facilities that would be
used to mine the  Tennessee  mineral  property.  To date,  we have  designed and
constructed  a pilot  test  facility  on the  Tennessee  mineral  property.  The
feasibility  testing  process is also expected to involve an  examination of the
market for products  produced at the pilot  facility,  applications  for permits
necessary  for any proposed  full-scale  mining  facility and attempts to secure
financing of any proposed full-scale mining facility. If production at the pilot
plant and our marketing, permitting and financing efforts are successful, a mine
would not be operational for 24-36 months after financing is obtained. Our final
feasibility  testing may indicate that the Tennessee  mineral  property does not
contain  minable  quantities  of heavy  minerals or that such  deposits  are not
amenable to large-scale, low-cost mining, as contemplated by Altair. Even if the
tests  suggest that mining is  economically  feasible on the  Tennessee  mineral
property,  we may be  unable  to  obtain  the  capital,  resources  and  permits
necessary to mine the Tennessee mineral property. Moreover, market factors, such
as a  decline  in the  price of, or  demand  for,  minerals  recoverable  at the
Tennessee  mineral  property,  may adversely  affect the  development  of mining
operations on such property.


We may be unable to obtain  necessary  environmental  permits for the  Tennessee
mineral property.
--------------------------------------------------------------------------------

         We have obtained all permits  necessary for  construction and operation
of our pilot  facility on the Tennessee  Mineral  property.  Nonetheless,  these
permits relate only to the pilot  facility,  and, as set forth below, we will be
required  to obtain  additional,  broader  permits if we  determine  to commence
commercial mining on the Tennessee mineral property.

         In order to begin  construction and commercial  mining on the Tennessee
mineral  property,  we may have to obtain  additional  federal,  state and local
permits,  none of  which we have  obtained.  Because  we have not yet  commenced
design of a commercial mining facility in the Tennessee mineral property, we are
not in a position  to  definitively  ascertain  which  federal,  state and local
mining  and  environmental  laws or  regulations  would  apply  to a mine on the
Tennessee mineral property. Nevertheless, we anticipate that compliance with the
Clean Air Act, the Clean Water Act, the Resource  Conservation and Recovery Act,
and the Comprehensive Environmental Response Compensation Liability Act would be
necessary if we determined to commence  construction  and operation of a mine on
the Tennessee mineral property.

         In addition to these federal laws and regulations,  we anticipate that,
if the Tennessee mineral property is developed,  we will be required to obtain a
surface  mining permit from the State of Tennessee  under the Tennessee  Mineral
Surface Mining Law of 1972. The  application  for such a permit must be preceded
by  public  notice  and must  include,  among  other  things,  a filing  fee,  a
reclamation and revegetation plan, and a bond to cover the costs of reclamation.
We expect  that we will be  required  to obtain a National  Pollution  Discharge
Elimination  System permit from the  Tennessee  Department  of  Environment  and
Conservation.  We can  provide no  assurance  that we will be able to obtain any
such permit.

Any  operations  on the  Tennessee  mineral  property may lead to  environmental
liability.
--------------------------------------------------------------------------------

         Any proposed  mining or processing  operation on the Tennessee  mineral
property,  or any other property acquired by Altair, will be subject to federal,
state,  and local  environmental  laws.  Under such laws,  we may be jointly and
severally  liable  with  prior  property  owners  for  the  treatment,  cleanup,
remediation,  and/or removal of substances discovered on either of the Tennessee
mineral  property or any other property used by Altair,  which are deemed by the
federal   and/or  state   government  to  be  toxic  or  hazardous   ("Hazardous
Substances").  Courts or government  agencies may impose  liability  for,  among
other  things,  the  improper  release,  discharge,  storage,  use,  disposal or
transportation of Hazardous  Substances.  We might use Hazardous Substances and,
although  Altair  intends to employ all  reasonably  practicable  safeguards  to
prevent any liability under  applicable  laws relating to Hazardous  Substances,
companies engaged in mineral  exploration and processing are inherently  subject
to substantial risk that environmental remediation will be required.

                                       27
<PAGE>

Item 2.      Properties

         We  maintain a  registered  office at 56  Temperance  Street,  Toronto,
Ontario M5H 3V5. We do not lease any space for,  or conduct any  operations  out
of, the Toronto,  Ontario  registered  office. In addition,  we lease 900 square
feet of office space at 1725 Sheridan  Avenue,  Suite 140, Cody,  Wyoming 82414,
which serves as the corporate headquarters for Altair and its subsidiaries.  Our
lease for the Cody, Wyoming office space may be terminated by either party on 30
days' prior written notice.

         Altair  Technologies  Inc.  leases  15,000  square feet of  production,
laboratory, testing and office space at 204 Edison Way, Reno, Nevada, 89502. The
initial  term of the lease  expired  on  December  31,  2000,  but is subject to
automatic  renewal  for  six-month  periods  at  inflation-adjusted  rent  until
terminated by Altair.  The lease grants us a right of first refusal in the event
BHP intends to sell the building and property  subject to the lease and includes
an agreement to negotiate in good faith with respect to our possible purchase of
such building and property.

         Fine Gold and MRS lease 5,700  square feet of office space at 230 South
Rock Boulevard,  Suite 21, Reno,  Nevada 89502.  The lease for the Reno,  Nevada
offices expires on January 31, 2002. MRS leases  approximately 1,550 square feet
of laboratory  space at 7950 Security  Circle,  Reno,  Nevada 89506, for its jig
testing  operations.  The test facility  lease may be terminated by either party
upon eight weeks prior written notice.  We believe that the existing offices and
test  facilities  of Altair and its  subsidiaries  are  adequate for our current
needs. In the event that alternative or additional office space is required,  we
believe we could obtain additional space on commercially acceptable terms.

         The Tennessee mineral property  consists of approximately  14,000 acres
of real  property  located  near  Camden,  Tennessee,  which MRS  leases (or has
binding  commitments to lease) from multiple  owners of the real property.  Such
leases grant MRS certain exclusive rights, including the right to explore, test,
mine,  extract,  process,  and sell any minerals or other materials found on the
land, in exchange for the payment of minimum annual  advanced  royalty  payments
prior to commencement of production on the properties (or after  commencement of
production,  to the extent  production  royalty  payments  do not equal  nominal
royalty  payments) and,  thereafter,  production  royalty  payments in an amount
equal to a percentage of the value of minerals mined and sold from the property.
See Note __ to the Consolidated  Financial Statements for information  regarding
present and future minimum advanced royalty  payments.  The leases typically are
for a  minimum  term of ten  years,  and may be  extended  indefinitely  at MRS'
option,  provided Altair is actively  conducting  exploration,  development,  or
mining  operations.  The  leases  are  cancelable  by MRS at any  time,  and are
cancelable  by the lessor in the event MRS breaches the terms of the lease.  The
mineralized deposit on the Tennessee mineral property has not yet proven to be a
reserve, and our operations and proposed plan with respect to it are exploratory
in nature.  See "Item 1.  Business--Tennessee  Mineral  Property." The Tennessee
mineral property is accessed by public roads and, to our knowledge, has not been
used in prior mining operations.

         During  1999  and  2000,  we  incurred  $___________  and  $__________,
respectively,  in exploration  expenditures on the Tennessee  mineral  property.
Expenditures were incurred for construction of pilot plant facilities, leasehold
minimum advance royalty payments, auger hole drilling, sampling, sample analysis
and assay,  geological and mineralized  deposit  characterization  studies,  and
other related exploration activities.

                                       28
<PAGE>


Item 3.      Legal Proceedings

         We are from time to time involved in routine  litigation  incidental to
the conduct of our business.  We are currently not involved in any suit,  action
or other legal  proceedings,  nor are we aware of any threatened suit, action or
other legal proceedings which management  believes will materially and adversely
affect the business or operations of Altair or its subsidiaries.


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

         We did not submit any matters to a vote of security  holders during the
fourth quarter of the 2000 fiscal year.


                                     PART II


Item 5.      Market for the Common Shares and Related Shareholder Matters


Market Price

         Our common  shares are traded on the Nasdaq  National  Market under the
symbol "ALTI." The following table sets forth,  for the periods  indicated,  the
high and low bid  quotations  for our common  shares,  as reported on the Nasdaq
National Market.

Fiscal Year Ended December 31, 1999            Low                  High
                                           -----------          -----------

         1st Quarter                           $6.063             $10.188
         2nd Quarter                            4.000               6.875
         3rd Quarter                            3.531               5.094
         4th Quarter                            3.375               5.188

Fiscal Year Ended December 31, 2000            Low                  High
                                           -----------          -----------

         1st Quarter                           $3.563              $9.250
         2nd Quarter                            2.000               5.375
         3rd Quarter                            1.000               4.469
         4th Quarter                            0.688               3.375

The  quotations  set forth above reflect  inter-dealer  prices,  without  retail
mark-up, mark down or commission and may not represent actual transactions.  The
last sale price of our common shares, as reported on the Nasdaq National Market,
on March 15, 2001 was $2.75 per share.

Outstanding Shares and Number of Shareholders.
----------------------------------------------

         As of March 15,  2001,  the  number of common  shares  outstanding  was
19,510,488 held by 456 holders of record.  In addition,  as of the same date, we
have reserved 5,411,700 common shares for issuance upon exercise of options that
have been, or may be, granted under our employee stock option plans.

                                       29
<PAGE>


Dividends
---------

         We  have  never  declared  or  paid  dividends  on our  common  shares.
Moreover,  we  currently  intend to retain  any future  earnings  for use in our
business and,  therefore,  do not anticipate  paying any dividends on our common
shares in the foreseeable future.

Transfer Agent and Registrar
----------------------------

         The  Transfer  Agent  and  Registrar  for our  common  shares is Equity
Transfer Services, Inc., Suite 420, 120 Adelaide Street West, Toronto,  Ontario,
M5H 4C3.


Canadian Taxation Considerations
--------------------------------

         Dividends  paid on common shares owned by  non-residents  of Canada are
subject to Canadian  withholding  tax. The rate of withholding  tax on dividends
under the Income Tax Act (Canada) (the "Act") is 25%. However,  Article X of the
reciprocal  tax treaty  between  Canada and the  United  States of America  (the
"Treaty")  generally  limits the rate of  withholding  tax on dividends  paid to
United States residents to 15%. The Treaty further  generally limits the rate of
withholding  tax to 5% if  the  beneficial  owner  of  the  dividends  is a U.S.
corporation which owns at least 10% of the voting shares of the Company.

         If the beneficial  owner of the dividend  carries on business in Canada
through a permanent  establishment in Canada, or performs in Canada  independent
personal  services  from a fixed  base in  Canada,  and the shares of stock with
respect  to which the  dividends  are paid is  effectively  connected  with such
permanent  establishment  or fixed base,  the dividends are taxable in Canada as
business  profits at rates  which may exceed the 5% or 15% rates  applicable  to
dividends that are not so connected with a Canadian  permanent  establishment or
fixed base. Under the provisions of the Treaty, Canada is permitted to apply its
domestic  law  rules  for  differentiating  dividends  from  interest  and other
disbursements.

         A capital gain realized on the disposition of common shares by a person
resident in the United  States ("a  non-resident")  will be subject to tax under
the Act if the shares held by the non-resident are "taxable Canadian  property."
In general,  common shares will be taxable  Canadian  property if the particular
non-resident used (or in the case of a non-resident  insurer,  used or held) the
Common  Stock in  carrying  on  business  in Canada  or,  pursuant  to  proposed
amendments to the Act, where at any time during the five-year period immediately
preceding  the  realization  of the gain,  not less than 25% of the  issued  and
outstanding shares of any class or series of shares of the Company were owned by
the particular  non-resident,  by persons with whom the particular  non-resident
did not deal at arms' length,  or by any combination  thereof.  If common shares
constitute taxable Canadian property, relief nevertheless may be available under
the Treaty.  Under the Treaty,  gains from the alienation of common shares owned
by a non-resident who has never been resident in Canada generally will be exempt
from  Canadian  capital  gains tax if the  shares do not  relate to a  permanent
establishment or fixed base which the non-resident has or had in Canada,  and if
not more than 50% of the value of the  shares  was  derived  from real  property
(which includes rights to explore for or to exploit mineral  deposits)  situated
in Canada.


Item 6.      Selected Financial Data

         Omitted pursuant to Rule 12b-25.

                                       30
<PAGE>


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
of Operations.

         Omitted pursuant to Rule 12b-25.

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk

         We have issued a $7,000,000 10%  Asset-Backed  Exchangeable  Term Note.
Under the  Exchangeable  Term Note, we are required to make monthly  payments in
the principal amount of $291,667 plus accrued  interest.  If we do not make such
monthly  payment  in  cash  by  the  15th  of  each  month,  the  holder  of the
Exchangeable Term Note has the right to exchange the monthly payment amount into
common shares at the applicable  exchange price. The exchange price for any date
is the lesser of (a) a fixed exchange price of $3.00, subject to adjustment, and
(b) the average of the lowest three daily  trading  prices of the common  shares
during  the 15  trading  days  ending  on the day  before an  exchange  right is
exercised.

         If the average of the lowest three daily  trading  prices during the 15
trading days ending on the day before an exchange rate is exercised is less than
the $3.00 (or the adjusted fixed exchange price),  the number of shares issuable
upon  exchange of the monthly  payment  amount  increases  significantly  as the
market price of our common shares declines. A decline in the market price of our
common  shares  could be caused or  exacerbated  by the  exchange of the monthly
payment  amount and  subsequent  sale of the common  shares  issuable  upon such
exchange.  A  decline  in the  market  price of our  common  shares  could  also
encourage short sales on the part of the holder of the Exchangeable Term Note or
others,  which short sales could further  depress the market price of our common
shares.  The  exchange  of the  Exchangeable  Term  Note may  cause  substantial
dilution to existing shareholders.

         In order to illustrate the relationship between the market price of our
common  shares and the number of common  shares  issuable  upon  exchange of the
monthly payment amounts on the Exchangeable  Term Note, the following table sets
forth how many  additional  common  shares would be issued upon  exchange of the
entire  exchangeable  amount of the Exchangeable Term Note if the average of the
lowest three daily  trading  prices during the 15 trading days ending on the day
before an exchange  rate is exercised  were (a) $3.00 or greater,  (b) $2.50 per
share, (c) $2.00 per share,  (d) $1.00 per share,  and (e) $.50 per share.  Such
prices are selected for illustration purposes only and do not reflect our actual
estimate of the average of the lowest three daily  trading  prices during any 15
trading day period. For purposes of the following table, we assume,  among other
things,  that shareholder  approval is obtained for the issuance of the Exchange
Term Note, that no principal or interest is redeemed with cash or prepaid,  that
all exchange  rights are  exercised on the date of accrual and that no penalties
or premiums are required to be paid.

         Shares  issuable upon exchange of the total amount  exchangeable  under
         the  Exchangeable  Term Note if the  average of the lowest  three daily
         trading  prices  of the  common  shares  ending  on the day  before  an
         exchange rate is exercised is as follows:

  $3.00 or Greater    $2.50         $2.00         $1.00               $.50

     2,576,388      3,091,666     3,864,583     7,729,166          15,458,332


                                       31
<PAGE>





Item 8.      Financial Statements and Supplementary Data.

         Omitted pursuant to Rule 12b-25.

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

         Previously  reported on Amendment  No. 1 to Current  Report on Form 8-K
filed with the SEC on March 28, 2001.


                                    PART III



Item 10.     Directors and Executive Officers of the Registrant

         The  information  required by this Item is incorporated by reference to
the section entitled  "Election of Directors" in the Company's  definitive proxy
statement to be filed with the Commission.


Item 11.     Executive Compensation

         The  information  required by this Item is incorporated by reference to
the section entitled "Executive  Compensation" in the Company's definitive proxy
statement to be filed with the Commission.


Item 12.     Security Ownership of Certain Beneficial Owners and Management

         The  information  required by this Item is incorporated by reference to
the  section  entitled  "Security  Ownership  of Certain  Beneficial  Owners and
Management"  in the Company's  definitive  proxy  statement to be filed with the
Commission.


Item 13.     Certain Relationships and Related Transactions

                  The  information  required  by this  Item is  incorporated  by
reference  to  the  section   entitled   "Certain   Relationships   and  Related
Transactions"  in the Company's  definitive proxy statement to be filed with the
Commission.

                                       32
<PAGE>


                                     PART IV



Item 14.     Exhibits, Financial Statement Schedules and Reports on Form 8-K

         (a)      Documents Filed

                  1.       Financial Statements. Omitted pursuant to Rule 12b-25

                  2.       Financial Statement Schedule.  Not applicable.


                  3.       Exhibit List


<TABLE>
<CAPTION>

  Exhibit No.                 Exhibit                                     Incorporated by Reference/ Filed Herewith
----------------    ---------------------------------------------         ------------------------------------------------

<S>           <C>                                                         <C>
                                                                          Incorporated by reference to Registration
    3.1.1     Articles of Incorporation of the Registrant                 Statement on Form 10-SB filed with the
                                                                          Commission on November 25, 1996.

                                                                          Incorporated by reference to Amendment No. 1
    3.1.2     Amendment to Articles of  Incorporation  of                 to  Registration Statement on Form 10 filed
               the Registrant  dated November 6, 1996                     with the Commission on December 23, 1996.


                                                                          Incorporated by reference to Registration
      3.2     Bylaws of the Registrant                                    Statement on Form 10-SB filed with the
                                                                          Commission on November 25, 1996.

                                                                          Incorporated by reference to Registration
      4.1     Form of Common Stock Certificate                            Statement on Form 10-SB filed with the
                                                                          Commission on November 25, 1996.

              Amended and Restated Shareholder Rights                     Incorporated by reference to the Company's
      4.2     Plan dated October  15,  1999,  between the                 Current Report on Form 8-K filed with the
              Company and Equity Transfer Services, Inc.                  Commission on November 19, 1999.

                                                                          Incorporated by reference to the Company's
      4.3     Form of Doral Warrant                                       Current Report on Form 8-K filed with the
                                                                          Commission on December 26, 2000.

                                                                          Incorporated by reference to the Company's
      4.4     Asset-backed  Exchangeable Term Note dated                  Current Report on Form 8-K filed with the
              December  15,  2000                                         Commission  on December 26, 2000.


                                                                          Incorporated by reference to the Company's
              Employment Agreement between Altair                         Annual Report on Form 10-K filed with the
     10.1     International Inc. and William P. Long                      Commission on March 31, 1998, as amended by
              dated January 1, 1998                                       Amendment No. 1 to Annual Report on Form
                                                                          10-K/A filed on May 15, 1998.

              Employment Agreement between Fine Gold                      Incorporated by reference to Registration
     10.2     Recovery Systems Inc. and C. Patrick Costin                 Statement on Form 10-SB filed with the
              dated August 15, 1994                                       Commission on November 25, 1996.

                                                                          Incorporated by reference to the Company's
     10.3     Altair International Inc. Stock Option Plan                 Registration Statement on Form S-8 filed with
              adopted by shareholders on May 10, 1996                     the Commission on July 11, 1997.

              1998 Altair International Inc. Stock Option                 Incorporated by reference to the Company's
     10.4     Plan adopted by Shareholders on June 11,                    Definitive Proxy Statement on Form 14A filed
              1998                                                        with the Commission on May 12, 1998.
</TABLE>


                                       33
<PAGE>

<TABLE>
<CAPTION>

<S>           <C>                                                         <C>
                                                                          Incorporated by reference to the Company's
                                                                          Annual Report on Form 10-K filed with the
     10.5     Form of Mineral Lease                                       Commission on March 31, 1998, as amended by
                                                                          Amendment No. 1 to Annual Report on Form
                                                                          10-K/A filed on May 15, 1998.

                                                                          Incorporated by reference to the Company's
     10.6     Lease dated November 15, 1999, between the                  Current Report on Form 8-K filed with the
              Company and BHP Minerals International Inc.                 Commission on November 19, 1999.

              Asset Purchase and Sale Agreement dated                     Incorporated by reference to the Company's
     10.7     November 15, 1999,  between  the  Company                   Current Report on Form 8-K filed with the
              and BHP Minerals International Inc                          Commission on November 19, 1999.

                                                                          Incorporated by reference to the Company's
     10.8     Securities Purchase Agreement dated                         Current Report on Form 8-K filed with the
              December 15, 2000.                                          Commission on December 26, 2000.

                                                                          Incorporated by reference to the Company's
     10.9     Registration Rights Agreement dated                         Current Report on Form 8-K filed with the
              December 15, 2000.                                          Commission on December 26, 2000.

              Stock Pledge Agreement dated December 15,                   Incorporated by reference to the Company's
    10.10     2000 (Mineral Recovery Systems common                       Current Report on Form 8-K filed with the
              stock).                                                     Commission on December 26, 2000.

                                                                          Incorporated by reference to the Company's
    10.11     Stock Pledge Agreement dated December 15,                   Current Report on Form 8-K filed with the
              2000 (Altair Technologies common stock).                    Commission on December 26, 2000.

                                                                          Incorporated by reference to the Company's
    10.12     Assignment and Agreement dated December 15,                 Current Report on Form 8-K filed with the
              2000.                                                       Commission on December 26, 2000.

       24     Power of Attorney                                           Included on the Signature Page hereof.
</TABLE>


         (b)      Reports on Form 8-K
                  --------------------

         The Company filed a Current Report on Form 8-K on December 26, 2000, in
which it reported  (i) the  issuance of a $7 million  Asset-Backed  Exchangeable
Term Note  together  with a War rant to  purchase  350,000  common  shares at an
initial  exercise price of $3.00,  and (ii) the  assignment  and  termination of
repricing rights u nder a March 31, 2000 Common Stock Purchase Agreement.

         (c)      Exhibits
                  --------

                  Exhibits  to this  Report  are  attached  following  page F-17
                  hereof.

         (d)      Financial Statement Schedule
                  ----------------------------
                         Not applicable.

                                       34
<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 report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 30, 2001.

                                   ALTAIR INTERNATIONAL INC.


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

                   POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Form 10-K has been signed by the following  persons in the capacities and on the
dates  indicated.  Each person whose  signature to this Form 10-K appears  below
hereby  constitutes and appoints William P. Long and Edward Dickinson,  and each
of them, as his true and lawful  attorney-in-fact  and agent, with full power of
substitution,  to sign on his behalf  individually  and in the  capacity  stated
below  and to  perform  any  acts  necessary  to be done in  order  to file  all
amendments  and  post-effective  amendments  to this Form 10-K,  and any and all
instruments or documents  filed as part of or in connection  with this Form 10-K
or the  amendments  thereto and each of the  undersigned  does hereby ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.


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

/s/ William P. Long         President and Chief Executive        March 30, 2001
---------------------
    William P. Long             Officer and Director (Principal
                            Executive Officer)


/s/ Edward Dickinson        Chief Financial Officer
--------------------        (Principal Financial and             March 30, 2001
    Edward Dickinson        Accounting Officer)



/s/ James I. Golla          Secretary and Director               March 30, 2001
---------------------
    James I. Golla


/s/ George Hartman          Director                             March 30, 2001
---------------------
    George Hartman


/s/ Robert Sheldon          Director                             March 30, 2001
---------------------
    Robert Sheldon


                                       35