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

                                   FORM 10-K/A
                                   -----------
                                (Amendment No. 4)

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

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM       TO
                                                             -----    -----
                            ALTAIR INTERNATIONAL INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

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

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

================================================================================



<PAGE>



         Altair  International Inc. ("Altair") is filing this Amendment No. 4 on
Form 10-K/A (this  "Amendment")  to its Annual  Report on Form 10-K for the year
ended  December  31, 2000 (the "Form 10-K") filed with the SEC on April 2, 2001,
as amended by Amendment No. 1 filed on April 17, 2001,  Amendment No. 2 filed on
May 2,  2001  and  Amendment  No.  3 filed  on May 9,  2001,  for the  following
purposes:

o             to revise Item 1  (Business)  to more  accurately  and  completely
              describe Altair's  Tennessee  mineral property,  Altair's titanium
              processing technology and Altair centrifugal jig;
o             to revise Item 2  (Property),  Item 8  (Financial  Statements  and
              Supplementary  Data)  and  Item  7  (Management's  Discussion  and
              Analysis) to conform the  descriptions  of the  Tennessee  mineral
              property in the notes in the  financial  statement  to the revised
              descriptions in Item 1;
o             to revise Item 13 (Certain Relationships and Related Transactions)
              in order to  describe  the  dollars  value of a  contract  between
              Altair and a member of the board of  directors  of one of Altair's
              subsidiaries; and
o             to revise Item 14  (Exhibits,  Financial  Statement  Schedules and
              Reports on Form 8-K) to update the Exhibit  Index and  description
              of the financial statements.

         In order to facilitate  understanding  of the Form 10-K, in addition to
inserting the information  described in the preceding paragraph,  this Amendment
restates in its entirety all  information  contained in prior  amendments to the
Form 10-K. Sections of the Form 10-K not identified above as having been revised
are being restated without amendment.  All subsequent  references to "Form 10-K"
shall refer to the initial Form 10-K, as amended by this Amendment.



<PAGE>

<TABLE>
<CAPTION>
                               INDEX TO FORM 10-K
                               ------------------

<S>                                                                                                          <C>
Item 1:    Business..........................................................................................1

Item 2.    Properties.......................................................................................24

Item 3.    Legal Proceedings................................................................................24

Item 4.    Submission of Matters to a Vote of Security Holders..............................................25


PART II.....................................................................................................25

Item 5.    Market for the Common Shares and Related Shareholder Matters.....................................25

Item 6.    Selected Financial Data..........................................................................26

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations............27

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

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

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

Item 11.   Executive Compensation...........................................................................34

Item 12.   Security Ownership of Certain Beneficial Owners and Management...................................37

Item 13.   Certain Relationships and Related Transactions...................................................38

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K..................................39
</TABLE>



<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  Securities  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 15. 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.

         In relation to the Tennessee mineral property, Altair is an exploration
stage company (as defined in Guide 7  promulgated  under the  Securities  Act of
1933, as amended),  and there is no assurance that a commercially viable mineral
deposit exists on the Tennessee mineral property or any other property leased by
Altair.  We will cease to be an  exploration  stage  company with respect to the
Tennessee mineral property only when and if we have established the existence of
a commercially minable deposit.

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.  During the period from inception through 1994, we
acquired and explored multiple mineral  properties.  In each case,  sub-economic
mineralization was encountered and the exploration was abandoned. 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 patent  applications,  technology and
tangible  assets  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. See
"--Tennessee Mineral Property."

                                       1
<PAGE>

         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.  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."

         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 net losses of $5,914,474.

         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.


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 patent  applications,  technology and tangible assets 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  $9,625,500.  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 Altair or a transferee at Altair'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 Altair or a transferee  of Altair at any location  other
         than its  Tennessee  mineral  property or BHP's  Auckland,  New Zealand
         heavy mineral sand operation; and

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

                                       2
<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 plan to  initially  use the  processing  plant  to  produce  TiO2
nanoparticles.

         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 size, phase,  catalytic and photocatalytic
activity and size  distribution  of crystals  can be  controlled  within  narrow
limits and to specification.

         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.
The titanium  processing  technology  has  potential  to produce  both  titanium
pigments,  which are commercially traded in bulk, and TiO2 nanoparticles,  which
are sold on  specialty  product  markets.  Our plan is to first  concentrate  on
development  of TiO2  nanoparticle  products,  which may be produced and sold in
commercial  volumes utilizing the in-place,  200 ton per year, plant in Reno. In
the  future,  we will  work  to  commercialize  a  titanium  pigment  production
capability  - an  activity  which  we hope to do in  conjunction  with an as yet
unidentified industry partner.

         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 received a single purchase order in
the amount of $60,000  for future  delivery  of TiO2  nonoparticles  and is also
investigating distributor relationships.

         Target Market for Products of the Titanium Processing Technology.  TiO2
nanoparticles are marketed and sold as specialty chemicals.  End users typically
work closely with suppliers to set product specifications,  which may or may not
be  subsequently  certified  for  individual  applications.   Very  little  TiO2
nanoparticle product is sold as a fungible "shelf-item" product.

                                       3
<PAGE>

         Altair's plan for TiO2 nanoparticle  market entry has been to prepare a
suite  of  products  that  have a range of  physical  and  chemical  properties.
Potential TiO2 nanoparticle end users are invited to test our basic products and
to  separately  work with us so that we may tailor a  nanoparticle  product  for
their  particular  use. We have filled 130 requests for samples of  nanoparticle
products  from the 230  companies  that have  contacted us. Based on third party
inquiries,  testing of and interest in our TiO2  nanoparticles is seemingly most
advanced in  applications  for  batteries  (lithium  titanate),  thermal  sprays
(TiO2),  and catalysts  (both TiO2 and yettrium  stabilized  zircon).  These are
applications from which we hope to make our first volume commercial sales.

         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. We are  continuing the research and
development  work  to  both  improve  the  process  and  to  develop  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 are engaged in joint research and development  efforts
with potential  customers and other interested  parties.  For example, 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 uses wafer
thin  sheets  of TiO2 and  yettrium  stabilized  zircon  produced  by  Altair in
conjunction with novel  nanostructured  anode and cathode catalysts developed by
MIT.

         The Titanium  Processing  Technology and  Proprietary  Rights.  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.  Our titanium
processing  technology  is  fundamentally   different  from  current  commercial
processing  techniques.  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.  Our
process  is a  dense-phase  crystal  growth  technique  which  controls  crystal
formation  using a combination of mechanical and fluid dynamics and chemical and
thermal control.

         Our process permits  exceptional control over particle size, shape, and
crystalline form. 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. In addition, our technology is designed
to reduce process  effluents needing  environmental  remediation and to accept a
wide variety of naturally occurring titanium feed stocks.

         We have not operated the titanium processing technology at a commercial
scale.   Accordingly  we  cannot  describe  processing  efficiencies  and  costs
associated with our titanium processing  technology or compare such efficiencies
and costs to those of competitors.

         In addition,  our ability to capitalize  on and develop our  technology
may be limited by the limited  amount of capital we have  available and our lack
of operating history (particularly our lack of existing customer relationships).
There are approximately ten significant  producers of TiO2  nanoparticles in the
world, the largest of which supplies approximately 20% of the market.  Competing
nanoparticle producers are financially strong corporations who enjoy established
customer relationships and operating histories.

                                       4
<PAGE>

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

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

         Prior to our  beginning  to  acquire  leases on the  Tennessee  mineral
property in 1996,  sections of the  Tennessee  mineral  property  were leased or
owned  by each of E.I du  Pont de  Nemours  and  Company  (from  1950 to  1954),
KerrMcGee Corporation (from 1975 to-1989),  and BHP Minerals  International Inc.
(from 1991 to 1994). Each of these  predecessors  engaged in drilling,  sampling
and other  exploratory  activities on the Tennessee  mineral property but, based
upon such predecessors particular circumstances and the economics of the period,
elected to stop work and relinquish property rights.

         The  topography  of  the  Tennessee   mineral   property   consists  of
vegetation-covered  rolling  hills  comprised  of sands  deposited in an ancient
beach  environment.  Minerals on the  Tennessee  mineral  property  occur in the
Cretaceous McNairy formation, and heavy minerals comprising 2% to 8% of the sand
(by weight) are typical. The mineralized sands on the Tennessee mineral property
have 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.

         Research and Exploration on the Tennessee Mineral Property.  From 1996,
our  exploration  activities  on the  Tennessee  mineral  property have included
geologic mapping, collection of bulk samples for metallurgical testing, drilling
of 156 auger  holes  between 30 and 100 feet deep and  preparation  of  geologic
models.  Our geologic  model also  incorporates  40 drill holes  completed by an
earlier exploration company.

         During 1997, we collected  approximately 5,000 pounds of representative
sand for testing from an exposed sand  horizon.  This sample was processed by an
independent  Florida heavy sands  producer and Altair to produce  representative
samples of  market-quality  products.  The sample  results  were  reviewed by an
independent  consulting group hired by us to prepare a pre-feasibility  study of
approximately 4,700 acres of the Tennessee mineral property known as the "Camden
Property."  The  consultants  examined  heavy  mineral  suites  from the  Camden
Property  (prepared from sands naturally  containing about 4% heavy minerals and
96% quartz) and found that titanium bearing minerals constitute about 65% of the
total heavy mineral portion of the suite,  zircon accounted for 15% of the heavy
mineral portion of each suits and the remainder was non-valuable heavy minerals.
The study, completed in July 1998, also indicated that market-quality  ilmenite,
rutile and zircon products could be produced from such heavy minerals suites and
that markets currently exist for such products.

         In August 1998, based on the consultant's  pre-feasibility  report,  we
commenced  additional  feasibility  testing.  To date, we have  constructed  and
placed into operation a pilot test facility on the Tennessee  mineral  property.
To the extent initial stages of our feasibility testing yields positive results,
we expect our feasibility testing to involve, among other things, the following:

o        operating  the pilot  mining  facility to  determine  mineral  recovery
         efficiencies and the quality of end products;
o        drilling  and  sampling  in  order  to more  accurately  determine  the
         quantity,  quality and continuity of minerals on the Tennessee  mineral
         property;

                                       5
<PAGE>

o        examining  production costs and the market for products produced at the
         pilot facility;
o        designing and pricing  construction  costs associated with any proposed
         mining facility;
o        identifying  and  applying for the permits  necessary  for any proposed
         full-scale mining facility; and
o        attempting  to secure  financing  for any  proposed  full-scale  mining
         facility.

         Subsequent to completion of the 1998 pre-feasibility study, our further
exploration  of the  Tennessee  mineral  property has suggested the existence of
additional heavy mineral sands in an area northwest of the Camden Property known
as "Little  Benton."  Preliminary  data  indicate  that Little  Benton  contains
mineralization similar to the Camden Property. We have approximately 7,900 acres
under lease in the Little Benton area and intend to conduct  further  testing in
the future.

         During 2000, we incurred $1,217,966 in exploration  expenditures on the
Tennessee  mineral  property,  and in 1999, we incurred  $689,594 in exploration
expenditures  on the  Tennessee  mineral  property.  To date,  we have  incurred
$3,239,018  in  total  expenses  on our  exploration  of the  Tennessee  mineral
property.  Expenditures  have been incurred for pilot plant design,  fabrication
and site  preparation,  leasehold  minimum advance royalty  payments,  and other
related  exploration  activities.  We anticipate  spending  between $700,000 and
$3,700,000  exploring the Tennessee  mineral property during 2001. The amount of
future  expenditures  will depend upon the availability of financial capital and
the results of our ongoing feasibility testing.

         Competition--the  Tennessee Mineral Property.  Based on the exploratory
work done to date,  we  anticipate  that the  saleable  products  which could 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.

         Rutile,  which generally contains greater than 95% titanium dioxide, is
also used in the production of titanium  dioxide pigment.  In pigment  products,
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.

Location and Status of  Work on the Tennessee Mineral Property.
--------------------------------------------------------------

         On the  following  page is a  location  map for the  Camden  and Little
Benton  properties,  which we  collectively  refer to as the  Tennessee  mineral
property.  Access within blocks is via a network of County and farm roads. Lease
blocks in the Camden and are made up of contiguous  rural tracts.  Land uses are
dominantly forestry and cattle grazing.  Bottom lands are sometimes used for row
crops. There is no history of mining in these areas.

                                       6
<PAGE>

         Altair has an operating  pilot plant on the Camden  lease block.  Pilot
plant  operations  are fully  permitted  with the state of Tennessee and federal
agencies.  The plant includes dedicated  electrical service, a lay-down area for
heavy  mineral  sand  samples,  and  a  combined  water  storage/sand  placement
structure. Plant elements include a feed system, conveyors,  trommel, two stages
of cyclonrs, and a five stage spiral plant.

                                       7
<PAGE>

                                [OBJECT OMITTED]
                          [TENNESEE MINERAL PROPERTY]

                                       8
<PAGE>

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.
Preliminary  demonstration tests conducted by Altair and a previous owner of the
jig suggest that the jig may be commercially useful 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;
         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.

         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."

         How the Jig Works.  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. Use of the jig requires no chemical additives.


         In operation, the jig utilizes a combination of standard mechanical jig
and centrifugal  technologies.  The jig is of simple  mechanical design with few
wear  surfaces.  To compete as a viable  commercial  unit,  the jig must perform
reliably over long time periods. The 600+ hours that we have tested and operated
the  Series 30 Jig is  insufficient  to give  assurance  as to the length of the
operating life of the jig.

                                       9
<PAGE>

         Target Markets for the Jig. 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.   The  domestic  and
international markets for both of these products 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.

         Research, Testing and Development of the Jig. 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. 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%.

         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.  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  on a
sustained commercial basis have not been established.  We have also begun design
work for a larger jig that would have over twice the processing  capacity of the
Series 30 Jig.  Such  increased  capacity  would  enhance  the jig's  commercial
potential for high volume applications such as coal washing and recovery of iron
ore fines.

         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 stream  being  treated.  More
extensive testing is needed to identify the most efficient operating  parameters
for  specifically  identified   applications.   Furthermore,   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 plan to continue
development  work on a limited basis utilizing  available  resources.  We expect
that such  development  work will  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.

                                       10
<PAGE>

         Jig Technology and Proprietary  Rights.  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  for  the  Jig.  Various  mineral  processing  technologies
perform  many  functions  similar  or  identical  to those  for which the jig is
designed.  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
and product include the following:

         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.

         Jig-Like Products. 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.

o             The Kelsey jig was  developed  in  Australia  and,  although  more
              complicated than the jig, incorporates similar centrifugal and jig
              technologies.  According  to the Kelsey  jig's  manufacturer,  Geo
              Logics  Pty.  Ltd.,  Kelsey  jigs  are  in  service  at 25  plants
              worldwide.

o             The Falcon concentrator was developed in Canada and is used mainly
              for  pre-concentration  and scavenging.  A centrifugal device, its
              applications to date has been in the gold and tantalum industries.

                                       11
<PAGE>

o             The  Knelsen  Bowl  was   developed  in  Canada  and  is  a  batch
              concentrator rather than a jig. (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).
              Our understanding is that the Knelsen Bowl is best suited to small
              volumes.  Knelsen  Bowls have been  installed  in  various  mining
              applications, primarily gold, throughout the world.

         Long term testing needs to be completed to accurately  define operating
costs  and  operating  efficiencies  associated  with  the  jig as  compared  to
competing  products.  Results from further tests or actual operations may reveal
that these  alternative  technologies  and products 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.

         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.

         Future  Development  of  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.

         Fine Gold was acquired by Altair in April 1994.  Fine Gold has received
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.
         MRS was incorporated by Altair in April, 19872. MRS previously has been
involved in the exploration for minerals on unpatented  mining claims in Nevada,
Oregon and California.  All mining claims have now been abandoned. 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
explore mineral properties in the future,  particularly  properties that contain
minerals that may be processed with the jig.
------------------
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.

                                       12
<PAGE>

         Altair  Technologies,  Inc. was  incorporated in 1998 as a wholly-owned
subsidiary  of MRS 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.

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.

                                       13
<PAGE>

         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.


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.


                                       14
<PAGE>



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.

         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.

         Lithium titanate is a compound of lithium, titanium and oxygen.

         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.

         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.

                                       15
<PAGE>

         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.

         Suite means an assemblage of minerals  which  naturally  occur together
(i.e. a mineral suite).

         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.

         Tantalum  is rare  metal that is  ductile,  easily  fabricated,  highly
resistant to corrosion by acids,  and a good  conductor of heat and  electricity
and has a high melting  point.  The major use for  tantalum,  as tantalum  metal
powder,  is  in  the  production  of  electronic  components,   mainly  tantalum
capacitors.  Major end uses for tantalum capacitors include portable telephones,
pagers, personal computers, and automotive electronics.

         Yettrium is an element on the periodic table.

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, uncertainties regarding the quality,  quantity and
grade of  minerals  on 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.

                                       16
<PAGE>

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


We  have  not  generated  any  operating  revenues  and may  not  ever  generate
significant revenues.
--------------------------------------------------------------------------------

         To date, we have not generated  revenues from  operations.  We have not
generated revenues from the jig and are scaling back development  efforts in the
near future.  We have had only one sale of our TiO2  nanoparticles  and have not
completed  exploration  of the  Tennessee  mineral  property.  We can provide no
assurance  that we will ever  generate  revenues  from the jig or the  Tennessee
mineral property or that we will generate significant revenues from the titanium
processing technology.

We may continue to experience significant losses from operations.
-----------------------------------------------------------------

         We have  experienced a loss from  operations in every fiscal year since
our inception. Our losses from operations in 1999 were $3,729,534 and our losses
from  operations for in 2000 were  $6,647,367.  We will continue to experience a
net operating loss until, and if, the titanium  processing  technology,  the jig
and/or the Tennessee  mineral  property begin generating  significant  revenues.
Even if any or all  such  products  or  projects  begin  generating  significant
revenues,  the revenues  may not exceed our costs of  production  and  operating
expenses. We may not ever realize a profit from operations.

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

         As of  March  31,  2001,  we had  $703,796  in  unrestricted  cash  and
$4,056,348  in  restricted  cash that is  securing  a letter  of  credit  and is
scheduled to be released as the  outstanding  principal  balance is reduced.  We
believe that the  unrestricted  cash we currently  possess is sufficient to fund
our basic  operations  through  June 30,  2001.  In the  absence of  significant
revenue,  this amount of capital will likely prove  insufficient to complete the
testing  and  additional  development  work  necessary  to  place  the  titanium
processing  technology into continuous  operation.  In addition,  we will likely
need additional capital for 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  commence
operations.

         We may not 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 the following:

|X|      market  factors   affecting  the   availability  and  cost  of  capital
         generally;
|X|      our financial results;
|X|      the amount of our capital needs;
|X|      the market's perception of mining, technology and/or minerals stocks;
|X|      the economics of projects being pursued;
|X|      industry  perception of our ability to recover minerals with the jig or
         titanium processing  technology or from the Tennessee mineral property;
         and
|X|      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 meet future  obligations or adequately exploit
existing or future opportunities, and may be forced to discontinue operations.

                                       17
<PAGE>

Our  competitors  may be able to raise  money  and  exploit  opportunities  more
rapidly, easily and thoroughly than we can.
--------------------------------------------------------------------------------

         We have limited financial and other resources and, because of our early
stage of development,  have limited access to capital. We compete or may compete
against entities that are much larger than we are, have more extensive resources
than we do and have an established reputation and operating history.  Because of
their size,  resources,  reputation,  history and other factors,  certain of our
competitors  may have better access to capital and other  significant  resources
than we do and, as a result, may be able to exploit  acquisition and development
opportunities more rapidly, easily or thoroughly than we can.

The common shares issued upon exchange of the Exchangeable  Term Note may dilute
existing shareholders.
--------------------------------------------------------------------------------

         We do not  presently  have the capital to redeem the  monthly  payments
required by the 10% Asset-Backed  Exchangeable Term Note dated December 15, 2000
(the "Exchangeable  Term Note"). If we do not redeem such monthly payments,  the
holder  of the  Exchangeable  Term Note has the right to  exchange  the  monthly
payment  amounts into common shares at an exchange  price equal to the lesser of
$3.00 (subject to adjustment)  and 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. Because the exchange price is tied to the market
price of our common  shares,  the number of shares  issuable  upon  exercise  of
exchange rights increases significantly as the market price of our common shares
falls below $3.00 and would approach  infinity if the market price of our common
shares  approached  zero. For example,  if the market price of our common shares
were to drop to $.50  and  remain  at  that  level  throughout  the  term of the
Exchangeable Term Note, the holder would receive approximately 15,458,332 common
shares (or  approximately  44.5% of the common shares that would be  outstanding
after the issuance)  upon  exercise of all exchange  rights  accruing  under the
Exchangeable Term Note.

The  exercise  of exchange  rights  under the  Exchangeable  Term Note may place
downward  pressure on the market price of our common shares and encourage  short
selling.
--------------------------------------------------------------------------------

         The exchange of the monthly payment amount under the Exchangeable  Term
Note and  subsequent  sale of the common shares  issuable upon such exchange may
place downward  pressure on the market price of our common  shares.  Speculative
traders may  anticipate the exercise of exchange  rights under the  Exchangeable
Term Note and, in  anticipation  of a decline in the market  price of our common
shares,  engage in short  sales of our common  shares.  Such short  sales  could
further negatively affect the market price of our common shares.

We have pledged substantial assets to secure the Exchangeable Term Note.
--------------------------------------------------------------------------------

         We have  pledged all of the  intellectual  property and common stock of
Altair Technologies,  Inc., our second-tier wholly-owned  subsidiary,  to secure
repayment of the  Exchangeable  Term Note.  Altair  Technologies,  Inc. owns and
operates the titanium  processing  technology  we acquired  from BHP Minerals 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.

                                       18
<PAGE>


Operations using the titanium  processing  technology,  the jig or the Tennessee
mineral property may lead to substantial environmental liability.
--------------------------------------------------------------------------------

         Virtually any proposed use of the titanium processing  technology,  the
jig or the Tennessee  mineral  property  would 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 any  hazardous  substances  discovered  at any  property  we use.  In
addition,  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,
if we do, we will be subject to substantial risks that environmental remediation
will be required.


Certain of our experts and  directors  reside in Canada and may be able to avoid
civil liability.
--------------------------------------------------------------------------------

         We are an Ontario corporation,  and a majority of our directors and our
Canadian  legal counsel are residents of 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.

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 Dr.  Long or Mr.  Costin  could  have a material
adverse effect on us. We do not carry key man insurance on the lives of Dr. Long
or Mr. Costin.

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.  Additional  common  shares
could be issued at a lower price per share than the price you are being offered.

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.  Trading  in  our  common  shares  may  continue  to  be
characterized  by  extreme  volatility  for  numerous  reasons,   including  the
following:

|X|      Uncertainty   regarding  the  viability  of  the  titanium   processing
         technology, the jig or the Tennessee mineral property;

|X|      Continued  dominance of trading in our common  shares by a small number
         of firms;
                                      19
<PAGE>

|X|      Positive or negative announcements by us or our competitors;

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

|X|      Speculation  by short  sellers  of 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.


Future sales of currently  restricted  securities  or common  shares  subject to
outstanding options may affect the market price of our common shares.
--------------------------------------------------------------------------------

         In general,  Rule 144 of the Securities  Act provides that  outstanding
restricted  common  shares of Altair may be sold  subject to certain  conditions
beginning one year after  issuance  and,  unless held by an affiliate of Altair,
may be sold without limitation beginning two years after issuance.  Future sales
of  currently  restricted  securities  may have a negative  effect on the market
price of our common shares.

         In addition, shares issued upon exercise of options granted pursuant to
our employee  stock option plans are presently  registered  under the Securities
Act. Subject to certain restrictions on resale by affiliates, such shares may be
sold without  restriction.  The sale of any substantial  number of common shares
may have a depressive effect on the market price of our common shares.

We have never declared, and are currently prohibited from declaring, a dividend.
--------------------------------------------------------------------------------

         We have never  declared  or paid  dividends  on our common  shares.  We
currently intend to retain any future earnings,  if any, for use in our business
and,  therefore,  do not anticipate paying dividends on our common shares in the
foreseeable future. In addition,  under the terms of the Exchangeable Term Note,
we are prohibited from declaring or paying any dividends until the  Exchangeable
Term Note is paid in full.

We may not be able to sell nanoparticles  produced using the titanium processing
technology.
--------------------------------------------------------------------------------

         In the short run, we plan to use the titanium processing  technology to
produce titanium dioxide ("TiO2")  nanoparticles.  TiO2  nanoparticles  are TiO2
crystals that are  approximately  one-tenth the size of conventional  pigmentary
TiO2  particles.  Because of their small size,  photocatalytic  and  ultraviolet
shielding capabilities and other unique characteristics, TiO2 nanoparticles sell
at a much higher price than conventional TiO2 particles and are used in products
such  as  specialty  surface  coatings,  UV  protectant  cosmetics  and  battery
components.

         TiO2  nanoparticles  and other products we intend to initially  produce
with the titanium  processing  technology  generally  must be  customized  for a
specific  application  working in  cooperation  with the end user.  We are still
testing and customizing our TiO2 nanoparticle  products for various applications
and  have no  long-term  agreements  with  end  users  to  purchase  any of TiO2
nanoparticle  products.  If we are  unable to  customize  our TiO2  nanoparticle
products to the  satisfaction  of customers  or  otherwise  unable to obtain any
long-term  commitments from end-users of our TiO2 nanoparticle  products, we may
be unable to recoup our  investment in the titanium  processing  technology  and
titanium processing equipment.

         In  addition,  the uses for such  nanoparticles  are  limited,  and the
market for such  nanoparticles  is small,  estimated at 3,800 tons per annum. In
light of the small size of the market,  we may not be able to profitably  market
any proposed nanoparticle products for any of the following reasons:

                                       20
<PAGE>

o        there may be insufficient demand for such products;

o        despite strong  initial  demand for any such  products,  the market for
         such  products  may  contract  as a result of a decrease  in demand for
         goods incorporating such products or other 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; and

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


Our  costs  of  production  may  be so  high  as to  prevent  us  from  becoming
profitable.
--------------------------------------------------------------------------------

         We  have  not  produced  any  mineral  products  using  the  processing
technology and 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.

         In addition, even if our initial costs are as anticipated, the titanium
processing  equipment may break down, prove unreliable or prove inefficient in a
commercial  setting. If so, related costs, delays and related problems may cause
production of TiO2 nanoparticles and related products to be unprofitable.

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

         BHP  Minerals  has filed  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 applications
are being  reviewed  by the Patent and  Trademark  Office,  and no patents  with
respect to the titanium  processing  technology have been issued 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. Even if pending patent applications are issued, we
may have insufficient resources to pay legal costs associated with enforcing any
patents.

We have not developed a production  model of the jig and are presently  focusing
our resources on other projects.
--------------------------------------------------------------------------------

         We have not  developed a production  model of any series of the jig. We
do not expect to develop a  production  model of the jig during the coming  year
and have  determined  to focus most of our  limited  resources  on the  titanium
processing technology and the Tennessee mineral property. We may never develop a
production model of the jig.

                                       21
<PAGE>


Even if we complete  development of the jig, the jig may prove  unmarketable and
may not perform as anticipated in a commercial operation.
--------------------------------------------------------------------------------

         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 is completed and 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.

         If we complete development of and begin marketing a production model of
the Series 30 jig, it may not prove  attractive to potential  end users,  may be
rendered obsolete by competing  technologies or may not recover end product at a
commercially  viable  rate.  Even if  technology  included in the jig  initially
proves attractive to potential end users,  performance  problems and maintenance
issues may limit the market for the jig.

The jig faces  competition  from other  jig-like  products and from  alternative
technologies.
--------------------------------------------------------------------------------

         Various   jig-like   products  and   alternative   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  products and 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  products and technologies as
technically superior to, or more cost effective than, the jig.

Certain patents for the jig have expired, and those that have not expired may be
difficult to enforce.
--------------------------------------------------------------------------------

         All of the initial  patents issued on the jig have expired,  and we are
unable to prevent competitors from copying the technology once protected by such
patents. Additional patents related to the process through which water is pulsed
through the cylindrical  screen on the jig expire beginning in 2010, and patents
for an efficiency-enhancing aspect of the cylindrical screen expire during 2018.
The cost of enforcing patents is often significant,  especially outside of North
America. Accordingly, we may be unable to enforce even our patents that have not
yet expired.

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

         We are  currently in the process of conducting  feasibility  testing of
the Tennessee mineral property.  Because we are at an early stage of testing, we
are  unable to  provide  any  assurance  that  mining of the  Tennessee  mineral
property is feasible or to identify all processes that we would need to complete
before we could commence a mining operation on the Tennessee  mineral  property.
To the extent early  feasibility  testing  yields  positive  results,  we expect
feasibility testing to involve, among other things, the following:

o        operating  a  pilot  mining  facility  to  determine  mineral  recovery
         efficiencies and the quality of end products;
o        additional drilling and sampling in order to more accurately  determine
         the  quantity;  quality and  continuity  of  minerals on the  Tennessee
         mineral property;
o        examining  production costs and the market for products produced at the
         pilot facility,
o        designing any proposed mining facility;
o        identifying  and  applying for the permits  necessary  for any proposed
         full-scale  mining  facility;  and
o        attempting  to secure  financing  for any  proposed  full-scale  mining
         facility.

                                       22
<PAGE>

     Our test  production at the pilot plant,  economic  analysis and additional
exploration activities may indicate any of the following:

o        that the Tennessee  mineral property does not contain heavy minerals of
         a sufficient quantity, quality or continuity to permit any mining;
o        that production costs exceed anticipated revenues;
o        that  end  products  do  not  meet  market   requirements  or  customer
         expectations;
o        that there is an  insufficient  market for  products  minable  from the
         Tennessee  mineral  property;  or o that mining the  Tennessee  mineral
         property is otherwise not economically or technically feasible.

Even if we conclude that mining is economically and technically  feasible on the
Tennessee  mineral property,  we may be unable to obtain the capital,  resources
and permits necessary to mine the Tennessee  mineral  property.  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.  In  addition,  as we move  through  the  testing
process,  we may  identify  additional  items  that  need to be  researched  and
resolved before any proposed mining operation could commence.

We cannot  forecast the life of any potential  mining  operation  located on the
Tennessee mineral property.
--------------------------------------------------------------------------------

         We have not explored and tested the Tennessee  mineral  property enough
to establish the existence of a commercially minable deposit (i.e. a reserve) on
such property.  Until such time as a reserve is established  (of which there can
be no  assurance),  we cannot  provide an estimate as to how long the  Tennessee
mineral property could sustain any proposed mining operation.

We may be  unable to  obtain  necessary  environmental  permits  and may  expend
significant resources in order to comply with environmental laws.
--------------------------------------------------------------------------------

         In order to begin  construction and commercial  mining on the Tennessee
mineral property, we must obtain additional federal, state and local permits. We
will also be required to conform our operations to the  requirements of numerous
federal,  state and local  environmental laws. Because we have not yet commenced
design of a commercial mining facility on 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 having to comply with
and/or  obtain  permits  under the Clean Air Act,  Clean Water Act and  Resource
Conservation   and  Recovery  Act,  in  addition  to  numerous  state  laws  and
regulations  before  commencing  construction  or  operation  of a  mine  on the
Tennessee mineral property.  We can provide no assurance that we will be able to
comply with such laws and  regulations or obtain any such permits.  In addition,
obtaining  such  permits  and  complying  with  such   environmental   laws  and
regulations may be cost prohibitive.

The market for  commodities  produced using the jig or at the Tennessee  mineral
property may significantly decline.
--------------------------------------------------------------------------------

         If the jig is successfully  developed and  manufactured on a commercial
basis,  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  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 such property.

                                       23
<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 proposes 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 the Notes 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
minerals 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.


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.

                                       24
<PAGE>


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.


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.

                                       25
<PAGE>

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

         The  following  table  sets  forth  selected   consolidated   financial
information  with  respect to the Company and its  subsidiaries  for the periods
indicated.  The data is derived from financial statements prepared in accordance
with  accounting  principles  generally  accepted  in the United  States  ("U.S.
GAAP").  The  selected  financial  data should be read in  conjunction  with the
section entitled  "Management's  Discussion and Analysis of Financial  Condition
and  Results  of  Operations"  and the  consolidated  financial  statements  and
accompanying notes included herein. All amounts are stated in U.S. dollars.

                                       26
<PAGE>

<TABLE>
<CAPTION>

For the Year Ended December 31,       2000          1999          1998          1997         1996
                                  --------------------------------------------------------------------
<S>                               <C>             <C>           <C>           <C>          <C>
STATEMENTS OF OPERATIONS
Revenues from operations          $        --     $       --    $       --    $      --    $      --
Operating expenses                    6,647,367      3,729,534     3,842,441    2,885,043    1,752,016
Interest expense                        215,216          1,966       959,612       43,497       19,373
Interest income                         (83,440)      (134,811)     (335,037)     (70,059)     (27,872)
(Gain) loss on foreign exchange        (864,669)       160,619        17,109      123,612       (7,888)
Gain on forgiveness of debt              --            (67,442)      (25,805)        --       (702,726)
Loss on redemption of convertible
   debentures                            --               --         193,256         --            --
                                  --------------------------------------------------------------------
Net Loss                          $   5,914,474   $  3,689,866  $  4,651,576  $ 2,982,093  $ 1,032,903
                                  ====================================================================
Basic and diluted net loss per
   common share from operations$           0.34   $       0.24  $       0.31  $      0.21  $      0.09
                                  ====================================================================
Cash dividends declared per
     common share                 $        --     $       --    $       --    $      --    $      --
                                  ====================================================================
Deficit, beginning of year        $  15,691,904   $ 12,002,038  $  7,350,462  $ 4,368,369  $ 3,335,466
Net loss                              5,914,474      3,689,866     4,651,576    2,982,093    1,032,903
                                  --------------------------------------------------------------------
Deficit, end of year              $  21,606,378   $ 15,691,904  $ 12,002,038  $ 7,350,462  $ 4,368,369
                                  ====================================================================
BALANCE SHEET DATA
Working capital                   $   234,714     $ (5,931,717) $  3,008,789  $ 7,480,153  $ 2,974,955
Total assets                         16,651,770     13,365,848     7,103,267   12,956,079    7,868,840
Long-term obligations                 2,689,493           --          31,091    4,774,420      269,685
Current liabilities                   3,741,366      7,578,083       222,431      712,810      308,762
Net shareholders' equity             10,220,911      5,787,765     6,849,745    7,468,849    7,290,393
</TABLE>

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

The following  discussion  should be read in conjunction  with the  consolidated
financial statements and notes thereto.

Overview
--------

         From  inception  through  the  end  of  1993,  our  business  consisted
principally  of the  exploration  of  mineral  properties  for  acquisition  and
exploration.  During  1994,  our  focus  changed  as we  became  engaged  in the
acquisition,  development and testing of mineral processing equipment for use in
the recovery of fine, heavy mineral particles including gold,  titanium,  zircon
and  environmental  contaminants.  Since that time, we have continued  exploring
mineral  properties  on which  we  might  use our  patented  mineral  processing
equipment.

         In 1996, we acquired all patent rights to the Campbell Centrifugal Jig,
since modified and renamed the Altair Centrifugal Jig. Since April 1996, we have
acquired mineral leaseholds on approximately  14,000 acres of land in Tennessee.
A  prefeasibility  study issued in July 1998  confirmed  the  existence of heavy
minerals and suggests that the property warrants further  exploration.  Based on
the  results  of  these  independent   studies,  we  have  initiated  additional
feasibility testing.

                                       27
<PAGE>

         In November  1999, we acquired all patent  applications  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 (i.e., the "titanium  processing assets") used by BHP
to develop and implement the titanium processing technology.


Results of Operations.
----------------------

         We  have  earned  no  revenues  to  date.   Operating   losses   before
extraordinary  items  totaled  $5,914,474  ($0.34 per share) for the 2000 fiscal
year,  $3,757,308  ($0.24 per share) for the 1999 fiscal  year,  and  $4,484,125
($0.30 per share) for the 1998 fiscal year.  Principal  factors  contributing to
the losses  during these  periods were the absence of revenues  coupled with the
incurrence of operating expenses.

Fiscal Year 2000 vs. 1999

         During 2000, we began  construction of a mineral processing pilot plant
at the Tennessee  mineral  property.  In connection with such  construction,  we
incurred $413,000 of costs for permitting,  design and construction of the plant
site and ancillary  facilities,  and $388,000 for design and  fabrication of the
processing  equipment.  The  equipment was installed and testing at the facility
began during the first quarter of 2001.  During 2000, we also incurred  $417,000
of ongoing costs for exploration work and maintenance of our mineral leaseholds.
The costs associated with the Tennessee mineral property are recorded as mineral
exploration expenses.

         Since  acquiring  the  titanium  processing   technology  and  titanium
processing assets from BHP in November 1999, we have directed our efforts toward
the  production  and marketing of TiO2  nanoparticles.  Our  acquisition  of the
titanium processing  technology and titanium processing assets in late 1999, and
our  subsequent  production  and marketing  efforts  during 2000,  have caused a
significant  increase in our operating  expenses for the year ended December 31,
2000 when compared to the year ended December 31, 1999.

         In  connection  with  the  acquisition,  we  entered  into  a  services
agreement  with BHP wherein BHP agreed to provide,  through  December  31, 2000,
certain services  necessary to continue  development and testing of the titanium
processing technology and operation of the titanium processing assets. The costs
associated  with this service  agreement were  approximately  $1,368,000 for the
year  ended  December  31,  2000 and were  recorded  as  testing,  research  and
development  expense.  Our comparable expense during the year ended December 31,
1999 was $171,000.

         We also  entered  into a lease  agreement  with BHP to lease  the space
occupied by the titanium  processing  assets at a BHP facility in Reno,  Nevada.
The lease cost was $180,000 for the year ended December 31, 2000 and is included
in  general  and  administrative  expenses  in the  Consolidated  Statements  of
Operations.  We incurred  $22,500 of  comparable  lease costs for the year ended
December 31, 1999. General and administrative expenses also increased by $80,000
due to the  recognition  of expense  associated  with options and  warrants,  by
$75,000 due to the  addition of one new  employee,  by $20,000 due to  insurance
costs for  coverages  on the  titanium  processing  assets and by $34,000 due to
additional Nasdaq listing fees in connection with the issuance of common shares.

         Professional  services for the year ended  December 31, 2000  increased
over the  comparable  period of 1999 due to legal costs  associated  with patent
reviews and trademark filings related to the titanium processing  technology and
consulting  costs  for  marketing  and  production  management  related  to TiO2
nanoparticle products.

                                       28
<PAGE>

         We are depreciating the costs of the titanium processing technology and
titanium processing assets acquired from BHP at approximately $61,000 per month.
This  amount  (approximately  $732,000  for the year ended  December  31,  2000)
represents the increase in depreciation  expense for the year ended December 31,
2000 over the same period in 1999.

         The purchase price for the titanium processing  technology and titanium
processing assets was 15,000,000  Australian  dollars ("AUD$")  (U.S.$9,625,500)
and was payable in four equal  installments.  The first  installment was paid at
closing in November 1999, the second and third installments were paid on May 12,
2000 and the  remaining  payment was paid on August 1, 2000.  Since the purchase
price was payable in  Australian  dollars,  the  liability to BHP was subject to
exchange  rate  fluctuations.  From  December  31, 1999 to March 31,  2000,  the
American  dollar  strengthened  significantly  against  the  Australian  dollar,
resulting in a gain on foreign exchange of approximately $559,000. From April 1,
2000 through June 30, 2000, the American dollar strengthened further,  resulting
in a gain on foreign exchange of approximately  $237,000. When the final payment
was paid on August 1, 2000, an additional foreign exchange gain of approximately
$69,000 was realized, resulting in a total foreign exchange gain on the purchase
of  the  titanium  processing  technology  and  titanium  processing  assets  of
approximately $865,000 for the year ended December 31, 2000.

         Interest  on  long-term  debt  increased  by  $79,000 in the year ended
December  31, 2000 over the  comparable  period of 1999 due to interest  paid in
connection with the rescheduling of the second installment due BHP from February
15, 2000 to May 15,  2000.  It further  increased  by  $129,000  due to interest
charges associated with a $7,000,000  Asset-Backed  Exchangeable Term Note which
we issued in December 2000 (see "Liquidity and Capital Resources" for discussion
of this note).

         Interest  income  in 2000  decreased  from  1999 as we had  lower  cash
balances available for investment during most of the year.

Fiscal Year 1999 vs. 1998

         Prior to the  acquisition  of the titanium  processing  technology  and
titanium  processing assets, our principal business  activities  centered around
the  exploration of the Tennessee  mineral  property and development of the jig.
During 1998,  we  increased  the amount of testing and  development  work on the
Series 30/16 Jig, began testing of potential new  applications for it, initiated
the  preliminary  design  work for a larger  capacity  jig,  and  increased  our
exploration  efforts in  Tennessee.  In order to support  this  higher  level of
activity,  we increased the number of employees in our Reno,  Nevada office from
four to eight personnel and expanded into new leased office space. The full-year
effect of the costs  associated with this  additional  staffing and office space
are  reflected in increased  research and  development  expenses and general and
administrative expenses in 1999.

         Mineral  exploration  costs decreased by approximately  $80,000 in 1999
due to a reduction in the exploration  expenditures in the Little Benton area of
the  Tennessee  mineral  property.  We explored the Little  Benton area in 1998,
incurring  costs for sampling  and other test work,  and  discovered  additional
heavy mineral sands.

         In 1998, we completely  amortized the balance of costs  associated with
certain jig  license  agreements.  As a result,  depreciation  and  amortization
expense declined in 1999 from 1998.

         In August  1998,  we redeemed  $2,250,000  of  convertible  debentures,
incurring a redemption  premium of $193,256.  Interest  expense in 1998 includes
approximately  $927,000 related to the convertible  debentures.  Of this amount,
$390,000   represents  premium  and  accretion  on  conversions  of  convertible
debentures and $537,000 represents issuance costs written off as a result of the
redemption of the debentures.

                                       29
<PAGE>

         Interest  income  declined  in  1999  from  1998  as a  result  of  the
redemption of the convertible debentures which decreased cash balances available
for investment.

         We incurred a $161,000  loss on foreign  exchange in 1999 in connection
with the purchase of the titanium processing  technology and titanium processing
assets. The purchase price was stated in Australian dollars,  which strengthened
in relation to U.S.  dollars from the date of the purchase  through December 31,
1999.

         In  connection  with  our  acquisition  of the  rights  to  the  Altair
Centrifugal Jig, we assumed certain liabilities  associated with the jig. During
1999 and 1998,  we  extinguished  certain  of such  accounts  payable  and notes
payable at less than the book amounts of such debt. The net of such  forgiveness
of debt was $67,442 in 1999,  and $25,805 in 1998,  with neither amount having a
material effect on earnings per share.

Carrying Value of Assets

         We have recorded our investments in the titanium processing  technology
and  titanium  processing  assets and the  centrifugal  jig at actual  cost.  We
depreciate  such assets  using the  straight-line  method  over their  estimated
useful  life.  The asset  carrying  value is the actual  costs less  accumulated
depreciation. We assess the carrying values of these assets on a quarterly basis
by comparing the undiscounted  cash flows expected to be generated by the assets
to the  carrying  costs of the  assets.  In order to  determine  the cash  flows
related to these  assets,  we use the  information  and feedback  obtained  from
prospective  customers together with general  information as to product markets,
competitive  forces and our production  capability to arrive at assumptions with
respect to sales volumes and pricing.  We next estimate  costs of sales based on
engineering   analysis  and  actual  experience.   Operating  margins  are  then
calculated  based on these  assumptions and compared to the carrying cost of the
assets.  Delays in revenue  generation may make the recoverability of our assets
less likley.

         When we  acquired  the  titanium  processing  technology  and  titanium
processing  assets from BHP, the core technology for producing  titanium dioxide
nanoparticles was completely  developed.  A pilot plant was under  construction,
and we believed  the titanium  processing  technology  and  titanium  processing
assets had near-term  commercial  value. We expected to complete the pilot plant
as  a  processing   facility  and  begin   generating   sales  revenues  through
nanoparticle product sales in 2000. We completed  construction of the processing
facility  during 2000,  and, to date, we have filled 130 requests for samples of
nanoparticle products from the 230 companies that have contacted us. However, we
underestimated  the length of time  required  for sample  analysis  and  product
acceptance  by these  prospective  customers  and by their  customers  and, as a
result, we were able to make only a single, small sale of nanoparticles in 2000.
We presently estimate that significant  nanoparticle sales will begin during the
second half of 2001 and that cash flows from future  nanoparticle  sales will be
in excess of the carrying value of the assets. The delay in sales, combined with
cash outlays for construction and operation,  has affected our cash position and
financing  plans as more fully  described in "Liquidity  and Capital  Resources"
below.

         We intend  to use our  centrifugal  jig to  enhance  recovery  of heavy
minerals at our Tennessee mineral property,  and it also has the potential to be
sold or licensed to others on a commercial basis.  Marketing efforts for the jig
have focused on large volume  applications such as coal cleaning,  heavy mineral
sand separations and iron ore processing.  Such  applications  require potential
jig purchasers to make  significant  capital  investments and  reengineering  of
plant processes. As a result, potential purchasers in this arena require lengthy
equipment  evaluations  and long testing  periods.  During 2000,  we  redirected
company resources,  staff and liquid assets, to support the titanium  processing
technology and Camden  exploration  efforts and away from  marketing the jig to
others.  We  continue  to discuss  some of the iron ore and heavy  mineral  sand
applications  with  potential jig purchasers but most recently have entered into
discussions with potential jig  manufacturers and distributors for marketing the
jig  to  a  wider  array  of  market   applications   under   licensing   and/or
distributorship  agreements.  We retain  ownership of the fundamental  technical
characteristics of the jig through patent protections.

                                       30
<PAGE>

Liquidity and Capital Resources.
--------------------------------

         We have earned no revenues from operations and have incurred  recurring
losses.  At December 31, 2000, our accumulated  deficit was  $21,606,378,  or an
increase of $5,914,474 over the  accumulated  deficit at December 31, 1999. This
increase was due to the net loss for the year.

         Our cash and short-term investments increased from $153,580 at December
31, 1999 to  $3,585,729  at December  31, 2000,  principally  as a result of two
financing transactions which are described below.

         On December  15,  2000,  we and an investor  entered  into a Securities
Purchase  Agreement  pursuant  to which we issued to the  investor a  $7,000,000
Asset-Backed  Exchangeable  Term Note (the  "Note")  and a Warrant  to  purchase
350,000 common shares at an initial  exercise price of $3.00,  at any time on or
before December 15, 2005 (the "Warrant").  The Note,  Warrant and related rights
were sold to the  investor in exchange for  $7,000,000  (less  financing  fees).
Among certain other covenants,  we have agreed to maintain a letter of credit in
favor of the investor in an amount equal to 57.15% of the  principal  balance of
the Note until certain  conditions are met, after which the required amount will
be reduced to 50% of the principal  balance of the Note. The letter of credit is
currently  secured by cash  proceeds from issuance of the Note equal to the face
amount of the letter of credit.  Such cash  proceeds are reflected as restricted
cash in the Consolidated Balance Sheets.

         The Note is in the principal amount of $7,000,000 and bears interest at
a rate of 10% per  annum.  Under  the  Note,  we are  required  to make  monthly
payments  on or  before  the 15th day of each  calendar  month in the  principal
amount of $291,667 plus accrued  interest (the "Monthly  Payment  Amount").  The
Note is due and payable in full on December 15, 2003.

         We may redeem the Monthly  Payment Amount in cash. In addition,  we may
pay accrued  interest in cash at any time throughout the term and may prepay the
Note in $250,000  increments at any time throughout the term at a price equal to
115% of the sum of outstanding principal and accrued interest.

         If we elect not to redeem the Monthly Payment Amount, on each due date,
the  holder  of the Note  automatically  will  receive  the  right  to  exchange
(immediately  or at any later date during the term) 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 as adjusted,  or
(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.  The Note is secured  by a pledge of the  intellectual  property  and
common stock of Altair  Technologies,  Inc., and by a pledge of the common stock
of Mineral Recovery Systems, Inc.

         On March 31, 2000,  we and a private  equity fund entered into a Common
Stock Purchase  Agreement and related  agreements,  pursuant to which the equity
fund purchased  1,251,303 common shares of the Company for an aggregate purchase
price of $6,000,000;  however,  the number of shares received by the equity fund
in exchange for $6,000,000 was subject to "repricing"  adjustments if the lowest
average  closing  price for any ten days during each of four 30-day  "repricing"
periods did not meet a certain threshold. Prior to December 15, 2000, the equity
fund repriced  750,782 of the initial shares it purchased under the Common Stock
Purchase Agreement and received an additional 1,003,626 common shares.

         Pursuant to an  Assignment  and Agreement  dated  December 15, 2000, in
exchange for $1,650,000, the equity fund transferred all of its remaining rights
under the Common Stock  Purchase  Agreement,  including its right to reprice the
remaining  500,521  of  the  initial  1,251,303  shares,  to the  investor  that


                                       31
<PAGE>

purchased the Note. On December 15, 2000,  pursuant to the  Securities  Purchase
Agreement,  the investor that  purchased the Note exercised its right to reprice
approximately  70,928 of the initial shares and received  247,678 common shares.
Simultaneously with such exercise, in exchange for approximately $1,650,000, the
investor  terminated  all  remaining  rights  under the  Common  Stock  Purchase
Agreement, including all remaining repricing rights.

         During 2000,  we paid the  remaining  $7,363,600  due BHP in connection
with the purchase of the titanium processing  technology and titanium processing
assets.

         At December 31, 2000, we had unrestricted  cash and cash equivalents of
$1,335,729,  an amount  which,  together  with  $561,300 of stock  subscriptions
receivable at December 31, 2000 that were collected  during the first quarter of
2001,  is sufficient to fund the  Company's  basic  operations  through June 30,
2001.  In  connection  with the issuance of the Note,  we are required to file a
registration  statement  registering  the common  shares  which may be exchanged
under the Note.  We are also required to maintain a letter of credit in favor of
the lender in an amount equal to 57% of the Note  balance,  reducing to 50% when
the  registration  statement  is  effective  and the market  price of our common
shares  closes  at  or  above  $2.25  for  five  consecutive   days.  After  the
registration  statement is  effective,  and as payments are made on the Note, we
have the right to draw against the restricted cash securing the letter of credit
as long as the letter of credit  amount meets the  specified  percentage  of the
Note balance.  We presently  anticipate  that the Monthly Payment Amount will be
satisfied  through the exchange of common  shares  during the year 2001 and that
draws against the restricted cash, together with cash from anticipated  revenues
and  potential  sales of common stock,  will be  sufficient  to fund  operations
during the remainder of the year.


Item 8.      Financial Statements and Supplementary Data.

         The  financial  statements  required  by this Item  appear on pages F-1
through F-18 of this Form 10-K.


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

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

         William  P.  Long,  54, has been the  President  and a director  of the
Company since 1988,  and an officer and director of Fine Gold Recovery  Systems,
Inc.  ("Fine Gold"),  a wholly-owned  subsidiary of the Company,  since February
1996. Dr. Long has been an executive officer of Mineral Recovery  Systems,  Inc.
("MRS"),  since its formation in April 1987 and is also a director. In addition,
he is a director of Altair Technologies, Inc., a wholly-owned subsidiary of MRS.
From 1987 to 1988,  Dr.  Long was a mineral  and  energy  consultant,  providing


                                       32
<PAGE>

various  services  to clients in the  mining  and energy  industries,  including
arranging precious metal property acquisitions, supervising mineral evaluations,
and  providing  market  analyses.  From  1980 to 1986,  Dr.  Long  served as the
Executive  Vice  President and Chief  Financial  Officer of Thermal  Exploration
Corporation.  From 1974 to 1980, Dr. Long was employed by Amax Exploration, Inc.
in various capacities, including Systems Engineer, Business Analyst and Business
Manager.  Dr.  Long is  affiliated  with  the  American  Institute  of  Chemical
Engineers  and the  American  Institute  of  Mining  Engineers.  He  obtained  a
bachelors degree in Chemical and Petroleum  Refining  Engineering and a Ph.D. in
Mineral  Economics  from  the  Colorado  School  of  Mines  in  1969  and  1974,
respectively.

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

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

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

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

         C. Patrick Costin, 58, was appointed a Vice President of the Company in
June 1996 and currently  serves as the President and a director of Fine Gold and
MRS and Vice  President of Altair  Technologies,  Inc. Mr. Costin also served as
the President of the  wholly-owned  subsidiary of the Company  formerly known as
Mineral  Recovery  Systems,  Inc. from March 1995 until its merger with and into
Fine Gold in June 1996. Mr. Costin is the chief executive  officer of Costin and
Associates,  a minerals  consulting  organization  founded by Mr. Costin in 1992
which  specializes in  identification  and evaluation of North American mine and
mineral deposit acquisition opportunities.  From 1982 to 1992, Mr. Costin served
as the manager of U.S.  exploration for Rio Algom Ltd. Mr.  Costin's  additional
experience in the mining and minerals industry includes Senior Mineral Economist


                                       33
<PAGE>

for the Stanford  Research  Institute  from 1977 to 1982,  Senior  Geologist for
Chevron  Resources  from  1975 to 1976,  Senior  Geologist  for  Newmont  Mining
Corporation  of Canada  from 1967 to 1975,  and  Geologist  for United Keno Hill
Mines  Ltd.  from  1965 to 1967.  Mr.  Costin  obtained  a  bachelors  degree in
Geological  Engineering  and a masters  degree in  Minerals  Economics  from the
Colorado School of Mines in 1965 and 1975, respectively.

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

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

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

                                       34
<PAGE>

Item 11.     Executive Compensation

Compensation of Officers

         The following  table sets forth all annual and  long-term  compensation
for  services  rendered in all  capacities  to the Company for the fiscal  years
ended  December 31, 2000,  December 31, 1999 and December 31, 1998 in respect of
William P. Long who was, at December 31, 2000,  the President of the Company and
C.  Patrick  Costin who was, at December  31,  2000,  the Vice  President of the
Company.  The  Company had no other  executive  officer  whose total  salary and
bonuses during the fiscal year ended December 31, 2000 exceeded U.S. $100,000.

<TABLE>
<CAPTION>
                                                  Summary Compensation Table
-----------------------------------------------------------------------------------------------------------------------------
                                   Annual Compensation (1)               Long Term Compensation
                                   ------------------------------------------------------------
                                                                           Restricted    Securities
                            Fiscal                              Other      Shares or      Under
                            Year                                Annual     Restricted     Options       LTIP       All Other
                            Ended      Salary (2)   Bonus(2)  Compensation Share Units   Granted (3)   Payouts    Compensation
Name and Title              Dec. 31,     (U.S.$)    (U.S. $)    (U.S.$)        (#)          (#)        (U.S.$)      (U.S.$)
------------------------- ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
<S>                          <C>          <C>        <C>          <C>          <C>          <C>          <C>         <C>
William P. Long,             2000         91,200     9,120        Nil          Nil          Nil          Nil         Nil
President                 ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
and Director                 1999         91,200    9,120         Nil          Nil          Nil          Nil         Nil
                          ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
                             1998         91,200     Nil          Nil          Nil       50,000(3)       Nil         Nil
------------------------- ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
C. Patrick Costin, Vice      2000        100,320     Nil          Nil          Nil          Nil          Nil         Nil
President                 ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
                             1999         95,160     Nil          Nil          Nil          Nil          Nil         Nil
                          ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
                             1998         90,000     Nil          Nil          Nil       50,000(3)       Nil         Nil
------------------------------------------------------------------------------------------------------------------------------

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

Option Grants in 2000
---------------------
</TABLE>

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

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

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

                                       35
<PAGE>

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

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

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

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

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


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

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

                                       36
<PAGE>


Item 12.     Security Ownership of Certain Beneficial Owners and Management

         Set forth below is information with respect to beneficial  ownership of
Common  Shares as of April 15, 2001 by persons  known to the Company to own more
than  5% of  the  outstanding  Common  Shares,  each  of the  Company's  current
executive  officers and directors,  and by all current officers and directors of
the Company as a group.  Unless  otherwise  indicated,  each of the shareholders
named in the table has sole  voting and  investment  power  with  respect to the
Common Shares identified as beneficially  owned. The Company is not aware of any
arrangements, the operation of which may at a subsequent date result in a change
in control of the Company.

<TABLE>
<CAPTION>
------------------------- -------------------------------------- ------------------------------ --------------------
Title of Class            Name and Address of                        Amount and Nature of           Percentage
                          Beneficial Owner                          Beneficial Ownership(1)         of Class(2)
------------------------- -------------------------------------- ------------------------------ --------------------
<S>                       <C>                                            <C>                           <C>
Common                    William P. Long (President, Chief              2,659,029(3)                  13.5%
                          Executive Officer & Director)
                          57 Sunset Rim
                          Cody, Wyoming  82414
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    C. Patrick Costin (Vice president)             1,083,333(4)                   5.6%
                          1850 Aquila Avenue
                          Reno, Nevada 89509
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    Edward H. Dickinson (Chief Financial             379,700(5)                   1.9%
                          Officer)
                          2595 Sagittarius Drive
                          Reno, Nevada 89509
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    James L. Golla (Director)                         55,000(6)                      *
                          829 Terlin Boulevard
                          Mississauga, Ontario L5H 1T1
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    George Hartman (Director)                         50,000(7)                      *
                          404-168 Chadwick Court
                          North Vancouver, B.C.  V7M 3L4
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    Robert Sheldon (Director)                         45,000(8)                      *
                          3720 Creery Avenue
                          West Vancouver, British Columbia
                          V7V 2M1
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    Louis Schnur (Significant                      1,246,070(9)                   6.3%
                          Shareholder)
                          6941 South Western Ave.
                          Chicago, IL  60613
------------------------- -------------------------------------- ------------------------------ --------------------
Common                    All Directors and Officers as a                3,989,562(10)                 19.4%
                          Group
                          (6 persons)
------------------------- -------------------------------------- ------------------------------ --------------------
</TABLE>


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

(1)      Includes  all  Common  Shares  issuable  pursuant  to the  exercise  or
         conversion of options and warrants that are exercisable within 60 days.
(2)      Based on  19,244,318  Common Shares  outstanding  as of April 15, 2001.
         Common Shares underlying  options or other  convertible  securities are
         deemed to be  outstanding  for purposes of  calculating  the percentage
         ownership  of the owner of such  securities,  but not for  purposes  of
         calculating any other person's percentage ownership.

                                       37
<PAGE>

(3)      Includes  46,000  Common  Shares held by Dr.  Long's  daughter,  47,500
         Common Shares held by Dr. Long's minor son,  287,500 Common Shares held
         by the MBRT Trust,  an  irrevocable  trust for the benefit of the minor
         children of Dr. Long,  and 125,000  Common  Shares  subject to warrants
         held by the MBRT Trust.  Dr. Long disclaims any beneficial  interest in
         such 506,000 Common Shares. Also includes 350,000 Common Shares subject
         to presently  exercisable  options  granted to Dr. Long pursuant to the
         1996 Altair  International Inc. Stock Option Plan (the "1996 Plan") and
         150,000 Common Shares subject to presently  exercisable options granted
         to Dr. Long pursuant to the 1998 Altair International Inc. Stock Option
         Plan (the "1998 Plan").
(4)      Includes 225,000 Common Shares subject to presently exercisable options
         granted  to Mr.  Costin  pursuant  to the 1996 Plan and  50,000  Common
         Shares subject to presently  exercisable  options granted to Mr. Costin
         pursuant to the 1998 Plan.
(5)      Includes 250,000 Common Shares subject to presently exercisable options
         granted to Mr.  Dickinson  pursuant to the 1996 Plan and 129,700 Common
         Shares  subject  to  presently   exercisable  options  granted  to  Mr.
         Dickinson pursuant to the 1998 Plan.
(6)      Includes 35,000 Common Shares subject to presently  exercisable options
         granted to Mr. Golla pursuant to the 1996 Plan and 20,000 Common Shares
         subject to presently  exercisable options granted to Mr. Golla pursuant
         to the 1998 Plan.
(7)      Includes 25,000 Common Shares subject to presently  exercisable options
         granted to Mr.  Hartman  pursuant  to the 1996 Plan and  20,000  Common
         Shares subject to presently  exercisable options granted to Mr. Hartman
         pursuant to the 1998 Plan.
(8)      Includes 25,000 Common Shares subject to presently  exercisable options
         granted to Mr.  Sheldon  pursuant  to the 1996 Plan and  20,000  Common
         Shares subject to presently  exercisable options granted to Mr. Sheldon
         pursuant to the 1998 Plan.
(9)      Includes  420,833  presently  exercisable  warrants to purchase  Common
         Shares.
(10)     Includes 910,000 Common Shares subject to presently exercisable options
         granted to officers and  directors  pursuant to the 1996 Plan,  389,700
         Common  Shares  subject to  presently  exercisable  options  granted to
         officers and directors  pursuant to the 1998 Plan,  and 125,000  Common
         Shares subject to warrants held by the MBRT Trust.

Item 13.     Certain Relationships and Related Transactions

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

         The  Corporation  has  entered  into a  consulting  agreement  with SRI
Consulting  ("SRI")  under  which  SRI  has  agreed  to  make  available  to the
Corporation  the services of Dr.  Eugene  Thiers,  a specialist  on titanium and
titanium dioxide,  to provide advice on global  tehnoeconomic and market issues.
The  aggregate  amount  paid by the  Corporation  to SRI  under  the  consulting
agreement during the year ended December 31, 2000 was $40,000. Dr. Thiers serves
as a  member  of  the  board  of  directors  of  Altair  Technologies,  Inc.,  a
wholly-owned subsidiary of the Corporation, for which he has received options to
purchase 250,000 Common Shares.

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

                                       38
<PAGE>


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

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

Interest of Insiders in Material Transactions

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


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

         (a) Documents Filed
             ---------------

         1.  Financial   Statements.   The  following   Consolidated   Financial
Statements of the Company and Auditor's Reports are filed as part of this Annual
Report on Form 10-K:

         o   Independent   Auditors'   Report  of   McGovern   Hurley,   Hurley,
             Cunningham, LLP

         o   Independent Auditors' Report of Deloitte & Touche LLP

         o   Consolidated Balance Sheets, December 31, 2000 and 1999

         o   Consolidated  Statements of Operations  for Each of the Three Years
             in the Period Ended December 31, 2000 and for the Period from April
             9, 1973 (Date of Inception) to December 31, 2000

         o   Consolidated Statements of Shareholders' Equity from April 9, 1973
             (Date of Inception) to December 31, 2000

         o   Consolidated  Statements  of Cash Flows for Each of the Three Years
             in the Period Ended December 31, 2000 and for the Period from April
             9, 1973 (Date of Inception) to December 31, 2000

         o   Notes to Consolidated Financial Statements

         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-SB filed
                    the Registration dated November 6, 1996           With the Commission on December 23, 1996.
</TABLE>

                                       39
<PAGE>

<TABLE>
<CAPTION>

  Exhibit No.                         Exhibit                            Incorporated by Reference/ Filed Herewith
----------------    ---------------------------------------------     ------------------------------------------------
<S>                 <C>                                               <C>
                                                                     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              Current Report on Form 8-K filed with the
                    dated 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.

                                                                      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
                    November 15, 1999,  between  the  Company         Incorporated by reference to the Company's
           10.7     and BHP Minerals International Inc                Current Report on Form 8-K filed with the
                                                                      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.
</TABLE>

                                       40
<PAGE>

<TABLE>
<CAPTION>

  Exhibit No.                         Exhibit                            Incorporated by Reference/ Filed Herewith
----------------    ---------------------------------------------     ------------------------------------------------
<S>                 <C>                                               <C>

                                                                      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.

          10.13     Research Agreement dated August 1, 2000           Incorporated by reference to the Company's
                                                                      Amendment No. 1 on Form 10-K/A filed  with
                                                                      the Commission on April 17, 2001.

             23     Auditor's Consent                                 Filed herewith.

             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 Warrant  to  purchase  350,000  common  shares at an
initial  exercise price of $3.00,  and (ii) the  assignment  and  termination of
repricing rights under a March 31, 2000 Common Stock Purchase Agreement.

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

                  Exhibits  to this  Report  are  attached  following  page F-19
hereof.

         (d)      Financial Statement Schedule
                  ----------------------------

                  Not applicable.

                                       41
<PAGE>

                                   SIGNATURES
                                   ----------

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the  Registrant  has duly caused this  Amendment No. 4 to
Annual  Report on Form  10-K/A to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, on June 7, 2001.


                              ALTAIR INTERNATIONAL INC.


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


                              ADDITIONAL SIGNATURES

Signature                    Title                                 Date
---------                    -----                                 ----
/s/ William P. Long          President and Chief Executive        June 7, 2001
-----------------------      Officer and Director (Principal
    William P. Long          Executive Officer)



/s/ Edward Dickinson         Chief Financial Officer               June 7, 2001
-----------------------      (Principal Financial and
    Edward Dickinson         Accounting Officer)



/s/ James I. Golla*          Secretary and Director                June 7, 2001
-----------------------
    James I. Golla


/s/ George Hartman*          Director                             June 7, 2001
-----------------------
    George Hartman


/s/ Robert Sheldon*          Director                              June 7, 2001
-----------------------
    Robert Sheldon


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

                                       42
<PAGE>

     ALTAIR INTERNATIONAL INC. AND SUBSIDIARIES
     (AN EXPLORATION STAGE COMPANY)

     Consolidated  Financial Statements as of December 31, 2000 and 1999 and for
     Each of the Three Years in the Period  Ended  December 31, 2000 and for the
     Period  from April 9, 1973 (Date of  Inception)  to  December  31, 2000 and
     Independent Auditors' Report



<PAGE>


ALTAIR INTERNATIONAL, INC. AND SUBSIDIARIES
(An Exploration Stage Company)


TABLE OF CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                               Page
<S>                                                                                            <C>

INDEPENDENT AUDITORS' REPORTS                                                                  F-1-2

FINANCIAL STATEMENTS:

  Consolidated Balance Sheets, December 31, 2000 and 1999                                        F-3

  Consolidated  Statements  of  Operations  for Each of the  Three  Years in the
    Period Ended December 31, 2000 and for the Period from April 9, 1973
    (Date of Inception) to December 31, 2000                                                     F-4

  Consolidated Statements of Shareholders' Equity for the Period from April 9, 1973
    (Date of Inception) to December 31, 2000                                                 F-5-6-7

  Consolidated  Statements  of Cash  Flows  for Each of the  Three  Years in the
    Period Ended December 31, 2000 and for the Period from April 9, 1973
    (Date of Inception) to December 31, 2000                                                     F-8

Consolidated  Statements of Cash Flows for Each of the Three Years in the Period
    Ended December 31, 2000 and for the Period from April 9, 1973
    (Date of Inception) to December 31, 2000                                                     F-9

Notes to Consolidated Financial Statements                                                   F-10-19
</TABLE>



<PAGE>

Letterhead of McGovern, Hurley, Cunningham, LLP]


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors
Altair International Inc.


We have audited the consolidated statements of operations,  stockholders' equity
and cash flows of Altair  International  Inc. and  subsidiaries  (a  development
stage company) for the period from April 9, 1973 (date of inception) to December
31, 1997 (these financial statements are not presented separately herein). These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated results of operations and cash flows of
Altair International Inc. and subsidiaries (a development stage company) for the
period from April 9, 1973 (date of inception) to December 31, 1997 in conformity
with accounting principles generally accepted in the United States of America.

The  consolidated  financial  statements  referred  to above have been  prepared
assuming  that the Company will  continue as a going  concern.  The Company is a
development stage enterprise engaged in developing mineral processing equipment,
producing  titanium  dioxide  products,  and  exploring and  developing  mineral
properties. As discussed in Note 1 to the consolidated financial statements, the
Company's operating losses raise substantial doubt about its ability to continue
as a  gong  concern.  Management's  plans  concerning  these  matters  are  also
described in Note 1. The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of these uncertainties.

We consent to the incorporation by reference of this report in the Registration
Statements  on Form S-3,  file Nos.  333-54092,  333-36462 and 333-45511 and the
Registration  Statements on Form S-8, file Nos. 333-64495 and 333-33481 filed by
Altair International Inc.


                                               McGOVERN, HURLEY CUNNINGHAM, LLP

                                       By: /s/ McGovern, Hurley Cunningham, LLP
                                           ------------------------------------
                                               McGovern, Hurley Cunningham, LLP
                                               Chartered Accounts

TORONTO, Canada
February 17, 2000

                                       F-1
<PAGE>


<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Altair International, Inc.
Reno, Nevada

We  have  audited  the  accompanying   consolidated  balance  sheets  of  Altair
International,   Inc.  (an   exploration   stage   company)   and   subsidiaries
(collectively  referred to as the  "Company")  as of December 31, 2000 and 1999,
and the related consolidated statements of operations, shareholders' equity, and
cash flows for each of the three years in the period  ended  December  31, 2000,
and for the period from April 9, 1973 (date of  inception) to December 31, 2000.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits. The Company's  consolidated  financial  statements for the period
from April 9, 1973 (date of  inception)  to December  31,  1997 were  audited by
other  auditors  whose report,  dated February 17, 2000 expressed an unqualified
opinion on those statements. The other auditors' report has been furnished to us
and our  opinion,  insofar as it related to the amounts  included for such prior
periods, is based solely on the report of such other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement  presentation.  We believe that our audits and the report of
other auditors provide a reasonable basis for our opinion.

In our  opinion,  based on our  audits and the  report of other  auditors,  such
consolidated  financial statements present fairly, in all material respects, the
financial  position  of the Company as of  December  31, 2000 and 1999,  and the
results of its  operations and its cash flows for each of the three years in the
period ended  December 31, 2000,  and for the period from April 9, 1973 (date of
incorporation)  to December 31, 2000, in conformity with  accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company is a development
stage enterprise engaged in developing mineral processing  equipment,  producing
titanium dioxide products,  and exploring and developing mineral properties.  As
discussed in Note 1 to the  consolidated  financial  statements,  the  Company's
operating  losses  raise  substantial  doubt  about its ability to continue as a
going concern. Management's plans concerning these matters are also described in
Note 1. The  consolidated  financial  statements do not include any  adjustments
that might result from the outcome of these uncertainties.



By: /s/ DELOITTE & TOUCHE LLP
-----------------------------
        DELOITTE & TOUCHE LLP




Salt Lake City, Utah
March 30, 2001
                                       F-2
<PAGE>


ALTAIR INTERNATIONAL INC. AND SUBSIDIARIES
(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
(Expressed in United States Dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS                                                            2000            1999
                                                              ------------    ------------
CURRENT ASSETS:
<S>                                                           <C>             <C>
  Cash and cash equivalents                                   $  1,335,729    $    153,580
  Restricted cash                                                2,250,000            --
  Other current assets                                             390,351       1,492,786
                                                              ------------    ------------
           Total current assets                                  3,976,080       1,646,366

RESTRICTED CASH                                                  1,750,000            --

PROPERTY AND EQUIPMENT, Net                                      6,601,917       7,093,569

PATENTS AND RELATED EXPENDITURES, Net                            4,111,740       4,625,913

OTHER ASSETS                                                       212,033            --
                                                              ------------    ------------

TOTAL ASSETS                                                  $ 16,651,770    $ 13,365,848
                                                              ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                    $    158,642    $    214,483
  Notes payable - current portion                                3,500,004       7,363,600
  Capital lease obligations - current portion                       24,763            --
  Deferred revenue                                                  57,957            --
                                                              ------------    ------------
           Total current liabilities                             3,741,366       7,578,083
                                                              ------------    ------------
NOTES PAYABLE, Long-term portion                                 2,687,181            --
                                                              ------------    ------------
CAPITAL LEASE OBLIGATIONS, Long-term portion                         2,312            --
                                                              ------------    ------------
COMMITMENTS AND CONTINGENCIES
  (Notes 1, 3, 6, 7, 8, 9, 10, and 12)

SHAREHOLDERS' EQUITY:
  Common stock, no par value, unlimited shares authorized;
    19,325,488 and 15,474,915 shares issued and outstanding
    at December 31, 2000 and 1999                               32,388,589      21,479,669
  Stock subscription receivable                                   (561,300)           --
  Deficit accumulated during the development stage             (21,606,378)    (15,691,904)
                                                              ------------    ------------

</TABLE>

               See notes to the consolidated financial statements.

                                      F-3

ALTAIR INTERNATIONAL INC. AND SUBSIDIARIES
(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000 AND
FOR THE PERIOD FROM APRIL 9, 1973 (DATE OF INCEPTION) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                    Period
                                                                                                 April 9, 1973
                                                                                                   (Date of
                                                                                                 Inception) to
                                                             Year Ended December 31,              December 31,
                                                     2000            1999            1998            2000
REVENUES                                             None            None            None            None
                                                 ------------    ------------    ------------    ------------
OPERATING EXPENSES:
<S>                                              <C>             <C>             <C>             <C>
  Mineral exploration and development            $  1,217,966    $    714,893    $    793,249    $  4,987,888
  Research and development                          1,555,472         354,462         259,630       2,569,505
  Professional services                               366,275         252,337         236,549       1,970,824
  General and administrative expenses               2,271,250       1,899,759       1,867,420       9,022,836
  Depreciation and amortization                     1,236,404         508,083         685,593       3,379,206
                                                 ------------    ------------    ------------    ------------
           Total operating expenses                 6,647,367       3,729,534       3,842,441      21,930,259
                                                 ------------    ------------    ------------    ------------
LOSS FROM OPERATIONS                                6,647,367       3,729,534       3,842,441      21,930,259
                                                 ------------    ------------    ------------    ------------
OTHER (INCOME) EXPENSE:
  Interest expense                                    215,216           1,966         959,612       1,502,874
  Interest income                                     (83,440)       (134,811)       (335,037)       (664,860)
  (Gain) loss on foreign exchange                    (864,669)        160,619          17,109        (559,179)
                                                 ------------    ------------    ------------    ------------
           Total other (income) expense, net         (732,893)         27,774         641,684         278,835
                                                 ------------    ------------    ------------    ------------
LOSS BEFORE EXTRAORDINARY ITEMS                     5,914,474       3,757,308       4,484,125      22,209,094
                                                 ------------    ------------    ------------    ------------
EXTRAORDINARY ITEMS:
  (Gain) on forgiveness of debt                          --           (67,442)        (25,805)       (795,972)
  Loss on redemption of convertible debentures           --                           193,256         193,256
                                                 ------------    ------------    ------------    ------------
           Total extraordinary items                     --           (67,442)        167,451        (602,716)
                                                 ------------    ------------    ------------    ------------
NET LOSS                                         $  5,914,474    $  3,689,866    $  4,651,576    $ 21,606,378
                                                 ============    ============    ============    ============
LOSS BEFORE EXTRAORDINARY ITEMS
  PER COMMON SHARE:
     Basic and diluted                           $       0.34    $       0.24    $       0.30    $       3.43

EFFECT OF EXTRAORDINARY ITEMS ON
  EARNINGS PER SHARE:
     Basic and diluted                                   0.00           (0.01)           0.01           (0.09)
                                                 ------------    ------------    ------------    ------------

LOSS PER COMMON SHARE -
  Basic and diluted                              $       0.34    $       0.23    $       0.31    $       3.43
                                                 ============    ============    ============    ============
WEIGHTED AVERAGE SHARES -
  Basic and diluted                                17,371,214      15,472,075      15,175,743       6,477,364
                                                 ============    ============    ============    ============
</TABLE>

              See notes to the consolidated financial statements.

                                      F-4
<PAGE>

ALTAIR INTERNATIONAL, INC. AND SUBSIDIARIES
(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM APRIL 9, 1973 (DATE OF INCEPTION) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                        Deficit
                                                                                        Accumulated
                                                     Common Stock          Stock        During the
                                                              Stated    Subscription    Development
                                                 Shares       Amount     Receivable       Stage          Total
                                               ----------   ----------   ----------    ----------    ----------
<S>                                               <C>       <C>          <C>           <C>          <C>
APRIL 9, 1973 (DATE OF INCEPTION)                    None         None         None          None          None

Common stock issued                               101,668   $  387,073   $     --      $     --      $  387,073
Net loss                                             --           --           --        (361,572)     (361,572)
                                               ----------   ----------   ----------    ----------    ----------
BALANCE,  DECEMBER 31, 1984                       101,668      387,073         --        (361,572)       25,501

Common stock issued                                40,000      240,770         --            --         240,770
Common stock issued for management fees             1,280        7,004         --            --           7,004
Net loss                                             --           --           --         (78,606)      (78,606)
                                               ----------   ----------   ----------    ----------    ----------

BALANCE,  DECEMBER 31, 1985                       142,948      634,847         --        (440,178)      194,669

Common stock issued for property                    3,333       18,058         --            --          18,058
Acquisition of subsidiary                         780,000       44,551         --            --          44,551
Common stock issued for underwriter bonus           4,000            1         --            --               1
Net loss                                             --           --           --        (210,667)     (210,667)
                                               ----------   ----------   ----------    ----------    ----------
BALANCE,  DECEMBER 31, 1986                       930,281      697,457         --        (650,845)       46,612

Common stock issued for property                    6,667        8,027         --            --           8,027
Flow through shares                               298,650      463,301         --            --         463,301
Common stock issued for rights offering           257,822      253,947         --            --         253,947
Net loss                                             --           --           --        (696,642)     (696,642)
                                               ----------   ----------   ----------    ----------    ----------
BALANCE,  DECEMBER 31, 1987                     1,493,420    1,422,732         --      (1,347,487)       75,245

Common stock issued for services                   16,667       14,592         --            --          14,592
Common stock issued                                16,667       14,592         --            --          14,592
Common stock issued in settlement of debt         233,333       51,073         --            --          51,073
Net loss                                             --           --           --        (149,316)     (149,316)
                                               ----------   ----------   ----------    ----------    ----------
BALANCE,  DECEMBER 31, 1988                     1,760,087    1,502,989         --      (1,496,803)        6,186

Common stock issued                               127,500       75,058         --            --          75,058
Common stock issued in settlement of lawsuit       41,667       22,800         --            --          22,800
Net loss                                             --           --           --        (151,372)     (151,372)
                                               ----------   ----------   ----------    ----------    ----------
BALANCE,  DECEMBER 31, 1989                     1,929,254    1,600,847         --      (1,648,175)      (47,328)
                                               ----------   ----------   ----------    ----------    ----------

                                                                                                     (Continued)
</TABLE>

                                      F-5
<PAGE>

ALTAIR INTERNATIONAL, INC. AND SUBSIDIARIES
(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM APRIL 9, 1973 (DATE OF INCEPTION) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          Deficit
                                                                                          Accumulated
                                                      Common Stock           Stock        During the
                                                                Stated    Subscription    Development
                                                   Shares       Amount     Receivable       Stage          Total
                                               -----------   -----------   -----------    -----------    -----------
<S>                                              <C>         <C>           <C>            <C>            <C>
BALANCE,  DECEMBER 31, 1989                      1,929,254   $ 1,600,847   $      --      $(1,648,175)   $   (47,328)

Common stock issued                                133,333       218,882          --             --          218,882
Exercise of stock options                           33,333        18,240          --             --           18,240
Common stock issued for property                    11,666        11,674          --             --           11,674
Common stock issued for services                    13,333        21,888          --             --           21,888
Net loss                                              --            --            --         (230,125)      (230,125)
                                               -----------   -----------   -----------    -----------    -----------
BALANCE,  DECEMBER 31, 1990                      2,120,919     1,871,531          --       (1,878,300)        (6,769)

Common stock issued                                266,667       196,994          --             --          196,994
Common stock issued for property                    28,333        17,146          --             --           17,146
Net loss                                              --            --            --         (258,209)      (258,209)
                                               -----------   -----------   -----------    -----------    -----------

BALANCE,  DECEMBER 31, 1991                      2,415,919     2,085,671          --       (2,136,509)       (50,838)

Common stock issued                              1,086,753       443,237          --             --          443,237
Common stock issued for property                   115,000        49,249          --             --           49,249
Common stock issued for settlement of debt          55,177        24,155          --             --           24,155
Net loss                                              --            --            --         (353,665)      (353,665)
                                               -----------   -----------   -----------    -----------    -----------

BALANCE, DECEMBER 31, 1992                       3,672,849     2,602,312          --       (2,490,174)       112,138

Common stock issued                                 48,000        36,393          --             --           36,393
Common stock issued for property                    46,667        55,012          --             --           55,012
Net loss                                              --            --            --         (193,323)      (193,323)
                                               -----------   -----------   -----------    -----------    -----------

BALANCE,  DECEMBER 31, 1993                      3,767,516     2,693,717          --       (2,683,497)        10,220

Common stock issued                                600,000       131,329          --             --          131,329
Common stock issued for shares of subsidiary       750,000       257,187          --             --          257,187
Common stock issued for royalties                   83,333        33,641          --             --           33,641
Net loss                                              --            --            --         (227,860)      (227,860)
                                               -----------   -----------   -----------    -----------    -----------

BALANCE,  DECEMBER 31, 1994                      5,200,849     3,115,874          --       (2,911,357)       204,517

Common stock issued                              2,700,000       875,529          --             --          875,529
Exercise of stock options                          247,000        53,553          --             --           53,553
Exercise of stock warrants                         350,000       171,458          --             --          171,458
Net loss                                              --            --            --         (424,109)      (424,109)
                                               -----------   -----------   -----------    -----------    -----------

BALANCE,  DECEMBER 31, 1995                      8,497,849     4,216,414          --       (3,335,466)       880,948
                                               -----------   -----------   -----------    -----------    -----------

                                                                                                         (Continued)
</TABLE>

                                      F-6
<PAGE>
ALTAIR INTERNATIONAL, INC. AND SUBSIDIARIES
(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM APRIL 9, 1973 (DATE OF INCEPTION) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                Deficit
                                                                                                Accumulated
                                                  Common Stock                     Stock        During the
                                                                   Stated       Subscription    Development
                                                   Shares          Amount        Receivable        Stage           Total
                                                ------------    ------------    ------------    ------------    ------------
<S>                                                <C>          <C>             <C>             <C>             <C>
BALANCE,  DECEMBER 31, 1995                        8,497,849    $  4,216,414    $       --      $ (3,335,466)   $    880,948

Common stock issued                                  554,027       1,637,307            --              --         1,637,307
Exercise of stock options                            702,000         526,850            --              --           526,850
Exercise of stock warrants                         3,012,463       2,471,219            --              --         2,471,219
Stock options issued to non-employees                   --           285,503            --              --           285,503
Common stock issued for acquisition of TMI         1,919,957       2,521,469            --              --         2,521,469
Net loss                                                --              --              --        (1,032,903)     (1,032,903)
                                                ------------    ------------    ------------    ------------    ------------
BALANCE,  DECEMBER 31, 1996                       14,686,296      11,658,762            --        (4,368,369)      7,290,393

Exercise of stock options                            362,500       1,530,406            --              --         1,530,406
Stock options issued to non-employees                   --           528,555            --              --           528,555
Stock options issued to employees                       --            62,800            --              --            62,800
Exercise of stock warrants                           443,949       1,038,788            --              --         1,038,788
Net loss                                                --              --              --        (2,982,093)     (2,982,093)
                                                ------------    ------------    ------------    ------------    ------------

BALANCE,  DECEMBER 31, 1997                       15,492,745      14,819,311            --        (7,350,462)      7,468,849

Stock options issued to non-employees                   --           841,944            --              --           841,944
Stock options issued to employees                       --            15,420            --              --            15,420
Common stock cancelled                              (723,065)           --              --              --
Common stock issued for convertible debenture        387,735       3,061,444            --              --         3,061,444
Exercise of stock options                             17,500         113,664            --              --           113,664
Net loss                                                --              --              --        (4,651,576)     (4,651,576)
                                                ------------    ------------    ------------    ------------    ------------

BALANCE,  DECEMBER 31, 1998                       15,174,915      18,851,783            --       (12,002,038)      6,849,745

Stock options issued to non-employees                   --           765,386            --              --           765,386
Common stock issued                                  300,000       1,862,500            --              --         1,862,500
Net loss                                                --              --              --        (3,689,866)     (3,689,866)
                                                ------------    ------------    ------------    ------------    ------------

BALANCE,  DECEMBER 31, 1999                       15,474,915      21,479,669            --       (15,691,904)      5,787,765

Stock options issued to non-employees                   --           424,063            --              --           424,063
Stock subscription receivable                           --              --          (561,300)           --          (561,300)
Stock warrants issued                                   --         1,245,050            --              --         1,245,050
Exercise of stock options                             71,300         335,778            --              --           335,778
Common stock issued                                3,779,273       8,904,029            --              --         8,904,029
Net loss                                                --              --              --        (5,914,474)     (5,914,474)
                                                ------------    ------------    ------------    ------------    ------------

BALANCE,  DECEMBER 31, 2000                       19,325,488    $ 32,388,589    $   (561,300)   $(21,606,378)   $ 10,220,911
                                                ------------    ------------    ------------    ------------    ------------

                                                                                                                 (Concluded)
</TABLE>

                See notes to consolidated financial statements.

                                      F-7
<PAGE>

ALTAIR INTERNATIONAL INC. AND SUBSIDIARIES
(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000 AND
FOR THE PERIOD FROM APRIL 9, 1973 (DATE OF INCEPTION) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                         Period
                                                                                                       April 9, 1973
                                                                                                         (Date of
                                                                                                       Inception) to
                                                                    Year Ended December 31,            December 31,
                                                           2000           1999            1998             2000
                                                       ------------    ------------    ------------    ------------
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
<S>                                                    <C>             <C>             <C>             <C>
  Net loss                                             $ (5,914,474)   $ (3,689,866)   $ (4,651,576)   $(21,606,378)
  Adjustments to reconcile net loss to net cash used
    in development activities:
    Depreciation and amortization                         1,236,404         508,083         685,593       3,379,206
    Shares issued for services                                 --              --              --            99,926
    Shares issued for settlement of debt                       --              --              --            75,228
    Shares issued for property                                 --              --              --           159,166
    Issuance of stock options to non-employees              424,063         765,386         841,944       2,845,451
    Issuance of stock options to employees                     --              --            15,420          78,220
    Issuance of stock warrants                              420,182            --              --           420,182
 Amortization of discount on note payable                    12,052            --              --            12,052
 Loss on redemption of convertible debenture                   --              --           193,256         193,256
    Gain on forgiveness of debt                                --           (67,442)        (25,805)       (795,972)
    Loss on disposal of fixed assets                           --              --             1,945           1,945
    Loss (gain) on foreign currency translation            (864,669)        160,619          17,109        (559,179)
    Deferred financing costs written off                       --              --           515,842         515,842
    Changes in assets and liabilities
       (net of effects of acquisition):
      Restricted cash                                    (4,000,000)           --              --        (4,000,000)
      Other current assets                                  990,579         172,512         (95,182)      1,690,601
      Other assets                                         (169,606)           --            10,189        (169,606)
      Accounts payable and accrued liabilities              (75,161)         48,734          65,194        (110,572)
      Deferred revenue                                       57,957            --              --            57,957
                                                       ------------    ------------    ------------    ------------
           Net cash used in development activities       (7,882,673)     (2,101,974)     (2,426,071)    (17,712,675)
                                                       ------------    ------------    ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Asset acquisition (see Note 3)                               --        (2,422,417)           --        (2,422,417)
  Purchase of property and equipment                       (226,612)       (207,048)       (146,213)     (1,136,379)
  Purchase of patents and related expenditures                 --           (76,135)       (169,804)     (1,888,120)
                                                       ------------    ------------    ------------    ------------
           Net cash used in investing activities           (226,612)     (2,705,600)       (316,017)     (5,446,916)
                                                       ------------    ------------    ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common shares for cash, net of share
    issue costs                                           8,904,029       1,862,500            --        15,523,659
  Issuance of convertible debenture                            --              --              --         5,000,000
  Proceeds from exercise of stock options                   335,778            --           113,664       2,578,491
  Proceeds from exercise of warrants                           --              --              --         3,903,995
  Issuance of notes payable                               7,000,000            --              --         7,000,000
  Payment of notes payable                               (6,498,931)         (6,191)       (177,563)     (6,810,445)
  Purchase of call options                                 (449,442)           --              --          (449,442)
  Redemption of convertible debentures                         --              --        (2,250,938)     (2,250,938)
                                                       ------------    ------------    ------------    ------------
           Net cash provided by (used in)
             financing activities                         9,291,434       1,856,309      (2,314,837)     24,495,320
                                                       ------------    ------------    ------------    ------------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                    1,182,149      (2,951,265)     (5,056,925)      1,335,729
CASH AND CASH EQUIVALENTS, Beginning of period              153,580       3,104,845       8,161,770            None
                                                       ------------    ------------    ------------    ------------
CASH AND CASH EQUIVALENTS, End of period               $  1,335,729    $    153,580    $  3,104,845    $  1,335,729
                                                       ============    ============    ============    ============

                                                                                                          (Continued)
</TABLE>

                                      F-8
ALTAIR INTERNATIONAL INC. AND SUBSIDIARIES
(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998,
AND THE PERIOD FROM APRIL 9, 1973 (DATE OF INCEPTION) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
--------------------------------------------------------------------------------
                                             Year Ended December 31,
                                        ---------------------------------
                                         2000        1999         1998

SUPPLEMENTAL DISCLOSURES:
  Cash paid for interest                $85,929      $1,966       $32,165
                                        =======      ======       =======
  Cash paid for income taxes              None        None          None
                                        =======      ======       =======




SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

For the year ended December 31, 2000:

o      We entered  into a capital  lease  obligation  of $46,395 for  laboratory
       equipment.

o      We  issued  1,003,626  shares  of  common  stock  as part of a  repricing
       agreement (see Note 9).

o      We recorded a stock subscription  receivable for 165,000 shares of common
       stock with an investor.

o      In  conjunction  with the  Doral  18,  LLC note  (see  Note 6), we issued
       warrants  to  purchase  350,000  common  shares at $3.00 per  share.  The
       warrants had an estimated fair value of $824,900.

For the year ended December 31, 1999:

o      On November  16,  1999,  we  acquired  certain  assets from BHP  Minerals
       International,  Inc.  Liabilities  assumed  in  the  acquisition  are  as
       follows:

          Fair value of assets purchase                   $9,625,500
          Cash paid                                          None
                                                          ----------
          Note payable denominated in U.S.
            dollars (15,000,000 Austrailian dollars)      $9,625,500

For the year ended December 31, 1998:

o      Convertible  debentures  having a  principal  amount  of  $2,750,000  and
       accrued  interest of $66,528 were converted into 387,735 shares of common
       stock with a fair market value of $3,061,444.

See notes to consolidated financial statements.                      (Concluded)

                                      F-9
<PAGE>

ALTAIR INTERNATIONAL INC. and subsidiaries
(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998,
AND FOR THE PERIOD APRIL 9, 1973 (DATE OF INCEPTION) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
--------------------------------------------------------------------------------


1.       DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Description of Business - Altair  International Inc. is incorporated in the
province of  Ontario,  Canada and is engaged in the  business  of (1)  producing
titanium  dioxide  products,  (2)  exploring  mineral  properties  in the United
States, and (3) developing mineral processing  equipment for use in the recovery
of fine and  heavy  mineral  particles,  including  titanium,  zircon,  gold and
environmental  contaminants.  Our  authorized  capital  stock is comprised of an
unlimited number of common shares with no par value.

     Prior to  fiscal  year  1998,  we  prepared  our  financial  statements  in
accordance  with  accounting  principles  generally  accepted in Canada.  Due to
substantially  all of our operations being located in the United States, we have
elected to present  our  financial  statements  in  accordance  with  accounting
principles generally accepted in the United States of America.

     Principles of Consolidation - The consolidated financial statements include
the accounts of Altair International Inc. and its subsidiaries which include (1)
Mineral  Recovery  Systems,  Inc. (MRS),  (2) Fine Gold Recovery  Systems,  Inc.
(FGRS), (3) Altair  Technologies,  Inc. (ATI), (4) California  Recovery Systems,
Inc. (CRS), (5) Tennessee  Valley  Titanium,  Inc. (TVT), and (6) 660250 Ontario
Limited (OL) (collectively referred to as the "Company"),  all of which are 100%
owned.   Intercompany   transactions   and  balances  have  been  eliminated  in
consolidation.

     Basis of Presentation - Our accompanying  consolidated financial statements
have been prepared on a going-concern  basis, which contemplates the realization
of assets and the  satisfaction of liabilities in the normal course of business.
As shown in the consolidated statements of operations,  we have not yet achieved
profitable  operations.  We incurred a net loss of $5,914,474,  $3,689,866,  and
$4,651,576 for the years ended December 31, 2000, 1999, and 1998,  respectively,
and a  cumulative  loss of  $21,606,378  for the  period  April 9, 1973 (date of
inception)  to December  31,  2000.  In  addition,  development  of the titanium
processing  technology,  further  exploration of the Tennessee mineral property,
and  development  the  centrifugal  jig will  require  additional  financing  or
capital.  The consolidated  financial  statements do not include any adjustments
relating to the  recoverability  and classification of recorded asset amounts or
the amounts and  classification of liabilities that might be necessary should we
be unable to continue as a going concern.

     Our  continuation  as a going  concern  is  dependent  upon our  ability to
generate  sufficient  cash flow to meet our  obligations  on a timely  basis and
ultimately to develop commercially viable products and processes and then attain
successful  operations.  We  are in  the  process  of  developing  the  titanium
processing technology,  exploring the Tennessee mineral property, and developing
the centrifugal jig. We have financed operations  primarily through the issuance
of equity securities (common stock,  convertible  debentures,  stock options and
warrants), and by the issuance of a $7 million term note as discussed in Note 6.
Additional  funds will be  required to complete  exploration  activities  on the
Tennessee mineral property and development of the Titanium processing technology
and the jig.  We believe  that  current  working  capital,  cash  receipts  from
anticipated  sales, and funding through sales of common stock will be sufficient
to enable us to continue as a going concern.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Use of Estimates - The preparation of consolidated  financial statements in
conformity with accounting principles generally accepted in the United States of
America requires that we make estimates and assumptions that affect the reported
amounts of assets and  liabilities,  and  disclosure  of  contingent  assets and
liabilities  at the  date  of the  consolidated  financial  statements  and  the
reported  amounts of revenues and expenses during the reporting  period.  Actual
results could differ from those estimates.

                                       F-10
<PAGE>

     Cash and Cash Equivalents - We consider all highly liquid  investments with
an  original  maturity  of three  months  or less to be cash  equivalents.  Cash
equivalents are recorded at cost, which approximates fair value.

     Property  and  Equipment - Property and  equipment  are stated at cost less
accumulated  depreciation.  Depreciation  is  recorded  using the  straight-line
method over the  following  useful lives:

            Furniture and office  equipment         3 - 7 years
            Vehicles                                5 years
            Centrifugal jig equipment               7 years
            Jig testing equipment                   7 years
            Pigment production equipment            5 - 10 years

     Patents  and  Related   Expenditures  -  Patents  related  to  the  pigment
production  technology  and  centrifugal  jig technology are carried at cost and
amortized on a  straight-line  basis over their  estimated  useful lives,  which
range from 3 to 17 years.

     Exploration - Expenditures  incurred in the search for mineral deposits and
the  determination  of the commercial  viability of such deposits are charged to
expense as incurred.

     Research  and   Development   Expenditures   -  Research  and   development
expenditures are charged to expense as incurred.

     Foreign  Currency  Translation  - Asset and liability  accounts,  which are
originally  recorded in the appropriate  local  currencies,  are translated into
U.S.  dollars at year-end  exchange  rates.  Revenue and  expense  accounts  are
translated at the average exchange rates for the period.  Transaction  gains and
losses are included in the accompanying  consolidated  statements of operations.
Substantially all of our assets are located in the United States of America.

     Stock-Based  Compensation  - We  have  elected  to  follow  the  accounting
provisions of Accounting  Principles Board (APB) Opinion No. 25,  Accounting for
Stock Issued to Employees for Stock-Based  Compensation,  and to furnish the pro
forma  disclosures  required under Statement of Financial  Accounting  Standards
(SFAS) No. 123, Accounting for Stock-Based Compensation.

     Long-Lived  Assets - We evaluate  the carrying  value of  long-term  assets
including  intangibles  when events or circumstance  indicate the existence of a
possible impairment,  based on current and anticipated  undiscounted cash flows,
and  recognize  impairment  when such cash flows will be less than the  carrying
values.  Measurement  of the amounts of  impairments,  if any, is based upon the
difference  between carrying value and fair value.  Events or circumstances that
could indicate the existence of a possible  impairment  include  obsolescence of
the technology,  an absence of market demand for the product,  and/or continuing
technology rights protection.

     Net Loss Per Common Share - Basic net loss per common  share is  calculated
by dividing net loss by the weighted average number of common shares outstanding
during the period.  The existence of stock options,  warrants,  and  convertible
debentures  affects the  calculation of loss per share on a fully diluted basis.
When a net loss is reported, the number of shares used for basic and diluted net
loss per share is the same since the effect of including the  additional  common
stock  equivalents  would be antidilutive.  During the three years in the period
ended December 31, 2000,  because the exercise price of the options and warrants
(see Note 7) was equal to or greater  than the fair  market  value of the stock,
the warrants and options would be  antidilutive  and excluded from fully diluted
loss per share.  See Notes 8 and 9 for a summary of convertible  securities that
potentially could effect the fully diluted loss per share.

                                       F-11
<PAGE>

     Recent Accounting  Pronouncements - In June 1998, the Financial  Accounting
Standards  Board  ("FASB")  issued  SFAS No. 133,  as  amended,  Accounting  for
Derivative  Instruments and Hedging  Activities,  and established  standards for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts and hedging  activities.  We adopted the standard on January 1,
2001. The adoption of SFAS No. 133 did not have any effect on us.

     On September 29, 2000, the Financial Accounting Standards Board issued SFAS
No.  140,  Accounting  for  Transfers  and  Servicing  of  Financial  Assets and
Extinguishments  of  Liabilities - A Replacement of FASB Statement No. 125. SFAS
140  is  effective  for  transfers  occurring  after  March  31,  2001  and  for
disclosures  relating to  securitization  transactions and collateral for fiscal
years ending after December 15, 2000. We do not expect that the adoption of this
statement will have a material impact on our financial statements.

     Effective  the  fourth  quarter  of fiscal  year  2000,  we  adopted  Staff
Accounting  Bulletin  (SAB) 101. The adoption of this  standard had no effect on
our consolidated financial statements.

     Comprehensive Income - We classify components of other comprehensive income
by their  nature  in the  consolidated  financial  statements  and  display  the
accumulated  balance of other  comprehensive  income as a separate  component of
shareholders'  equity in the  consolidated  balance sheets.  There were no other
components of comprehensive income other than the net loss.

     Deferred  Income  Taxes  - We use  an  asset  and  liability  approach  for
financial  accounting and reporting for income taxes.  Deferred income taxes are
provided for temporary  differences  in the bases of assets and  liabilities  as
reported  for  financial  statement  purposes and income tax  purposes.  We have
recorded a valuation allowance against all deferred tax assets.

     Extraordinary  Items - As a result of a 1994  merger  with  TransMar,  Inc.
(TMI), FGRS assumed all of TMI's liabilities.  During 1999, 1998, and 1996, FGRS
extinguished  certain of TMI's  liabilities at less than the recorded amounts of
such debt. The  forgiveness of debt totaled  $67,442,  $25,805,  and $702,725 in
1999, 1998, and 1996, respectively.

     During  1998,  we  redeemed  $2,250,000  of  the  convertible   debentures,
incurring a redemption premium of $193,256.

     Deferred Revenue - We entered into a sales contract on October 5, 2000 with
a customer for titanium  dioxide  nanoparticles  under which the total  contract
amount was prepaid.  Product delivery dates are not fixed but are anticipated to
be during 2001. We will recognize revenue as the product is shipped.

     Financial Instruments - Our financial instruments, when valued using market
interest rates, would not be materially  different from the amounts presented in
the consolidated financial statements.

3.       ACQUISITION OF CERTAIN ASSETS

     On November 16, 1999, we entered into an Asset  Purchase and Sale Agreement
with BHP Minerals  International Inc. (BHP), an Australian company,  pursuant to
which we  purchased  all  tangible  equipment  and  other  assets  related  to a
hydrometallurgical  process  developed by BHP  primarily  for the  production of
titanium  dioxide  products  from  titanium  bearing ores or  concentrates  (the
"Technology"),  in process  patent  applications  and the use of the services of
certain BHP personnel involved in the development of the Technology for a period
of one year.

     The purchase price for the assets and technology was 15,000,000  Australian
dollars (AUD$),  or $9,625,500 U.S. dollars (US$), and was payable in four equal
installments.  The first  installment  was paid at closing on November 16, 1999,
the second and third  installments  were paid on May 12, 2000 and the  remaining
installment  was paid on  August  1,  2000.  The  installments  due in AUD$ were
translated into US$ at the date of payment and the related foreign currency gain
(loss) was recorded as other income or expense.  We are also  required to pay to
BHP,  until the earlier of (1) November 15, 2014 or (2) the date we have paid an
aggregate royalty of 105,000,000 AUD$, a quarterly royalty of from 1.5% to 3% of
certain titanium dioxide products  produced and 3% of other products sold. As we
have not yet entered  commercial  production with this technology,  no royalties
are due under this agreement.

                                      F-12
<PAGE>

     In connection  with the Asset Purchase  Agreement,  we entered into a lease
with  BHP  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 is subject to automatic renewal for six-month
periods at inflation-adjusted rent until terminated by us. The lease grants us a
right of first  refusal  in the  event  BHP  intends  to sell the  building  and
property subject to the lease.

     The acquisition was accounted for as a purchase.  The assets (consisting of
property and equipment, service agreement, and technology) have been recorded at
their  estimated  fair  values  at the date of  acquisition.  The  amount of the
purchase  price  allocated to property and  equipment  was  $6,568,839,  service
agreement was $1,538,985, and technology was $1,517,736. The technology is being
amortized  using  the   straight-line   method  over  seventeen   years,   which
approximates  the  remaining  life of the  patents  pending.  Subsequent  to the
acquisition, we applied for four United States patents related to the technology
acquired from BHP.

4.   PROPERTY AND EQUIPMENT

     Property and  equipment  consisted of the following as of December 31, 2000
and December 31, 1999:

                                                    2000           1999

            Furniture and office equipment   $    82,582    $    76,228
            Vehicles                             125,031        125,031
            Centrifugal jig equipment            644,632        644,632
            Jig testing equipment                 91,521         45,128
            Pigment production equipment       6,776,286      6,568,839
                                             -----------    -----------
            Total                              7,720,052      7,459,858
)           Less accumulated depreciation     (1,118,135)      (366,289)
                                             -----------    -----------
            Total property and equipment     $ 6,601,917    $ 7,093,569
                                             ===========    ===========

     Depreciation  expense for the years ended December 31, 2000, 1999, and 1998
totaled $751,846, $169,234, and $76,934, respectively.

                                       F-13
<PAGE>

5.   PATENTS AND RELATED EXPENDITURES

     Patents and related expenditures consisted of the following at December 31,
2000 and December 31, 1999:

                                                      2000           1999
                                                  -----------    -----------
         Pigment production patent applications   $ 1,523,670    $ 1,553,286
         Centrifugal jig patents                    4,210,987      4,223,800
         Royalty agreement                            424,881        424,881
         Mineral recovery technology rights           243,000        243,000
                                                  -----------    -----------
                                                    6,402,538      6,444,967
         Less accumulated amortization             (2,290,798)    (1,819,054)
                                                  -----------    -----------
         Total patents and related expenditures   $ 4,111,740    $ 4,625,913
                                                  ===========    ===========

6.       NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS

     Notes payable consisted of the following at December 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                       2000           1999
                                                                   -----------    -----------
<S>                                                                <C>            <C>
         Note payable to Doral 18, LLC                             $ 7,000,000           --
         Note payable to BHP Minerals International, Inc.
           (amount reported herein is reflected in U.S. dollars;
           however, actual payments were made in Australian
           dollars)                                                       --      $ 7,363,600
                                                                   -----------    -----------
         Total                                                       7,000,000      7,363,600
         Less current portion                                       (3,500,004)    (7,363,600)
         Less discount resulting from allocation
           of debt proceeds to warrant                                (812,815)          --
                                                                   -----------    -----------
         Long-term portion of notes payable                        $ 2,687,181           None
                                                                   ===========    ===========
</TABLE>


     On December 15, 2000, pursuant to a securities purchase agreement,  we sold
to Doral 18, LLC a $7 million 10% Asset-Backed Exchangeable Term Note (the Note)
and detachable  warrants to purchase 350,000 common shares (the "Common Shares")
at $3.00 per share. At the same time, we acquired call options on 247,678 shares
of our common stock held by Doral 18, LLC (see Note 9).

     Net proceeds of $4 million  from the Note were placed in a restricted  bank
account  to  secure a letter of  credit  and are  scheduled  to be  released  as
principal  payments  are made.  Under the Note,  we are required to make monthly
payments  on or  before  the 15th day of each  calendar  month in the  principal
amount of $291,667 plus accrued interest. The Note is due and payable in full on
December 15, 2003.

     We may redeem the monthly  payment  amounts in cash at any time  throughout
the term of the Note and may prepay the Note in $250,000  increments at any time
at a  price  equal  to  115% of the sum of  outstanding  principal  and  accrued
interest.  If we elect not to redeem the monthly payment amount in cash, on each
due  date,  the  holder  of the Note  automatically  will  receive  the right to
exchange  (immediately or at any later date during the term) the monthly payment
amount into common shares at the applicable  exchange price.  The exchange price


                                       F-14
<PAGE>

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.  Because this is a contingent embedded beneficial conversion
feature,  no amounts have been  allocated to the beneficial  conversion  feature
until the contingency is resolved.

     The Note is secured by a pledge of the equipment, intellectual property and
common stock of ATI, and by a pledge of the common stock of MRS.

     The warrants have an exercise  price of $3.00,  and are  exercisable at any
time on or before the earlier of (a) December 15, 2005, and (b) the date 60 days
after we provide notice to the holder that the market price of the Common Shares
has been equal to or greater than $12.00 for five consecutive days. The exercise
price is subject to  reduction  pursuant to a formula set forth in the  warrant.
The warrants have an estimated fair value of $824,900,  as determined  using the
Black-Scholes pricing model. The proceeds of the debt were allocated between the
debt and the warrants based on relative fair values on the date of issuance. The
portion  allocated  to the  warrants  resulted in a discount on the note payable
which is being accreted to interest expense over the term of the debt agreement.

     Upon the occurrence of a default or specified  major corporate  event,  the
holder of the Note has the right to exchange the entire principal balance of the
Note for common shares. Upon the occurrence of other specified events, we may be
required to redeem the monthly  payment amount in cash at 120% of face value. As
of December 31, 2000, we had no occurrences of default or corporate events.

     We have long-term  capital leases related to the  acquisition of equipment.
Long-term capital lease obligations as of December 31, 2000 are as follows:

         Year ending December 31:
           2001                                         $ 28,235
           2002                                            2,352
                                                        --------
         Subtotal                                         30,587
         Less amounts representing interest               (3,512)
         Less current portion                            (24,763)
                                                        --------
         Total                                          $  2,312
                                                        ========

     At December  31,  2000,  the gross book value of  equipment  under  capital
leases was  $46,395.  There were no capital  leases at December  31,  1999.  The
amortization  expense  associated  with  these  capital  leases is  included  in
depreciation expense.

7.       STOCK OPTIONS AND WARRANTS

     Stock  Options - We have stock  option plans  administered  by the Board of
Directors  that  provide  for the  granting of options to  employees,  officers,
directors and other service providers of the Company.  Options granted under the
plans  generally are granted with an exercise price equal to the market value of
a common share at the date of grant,  have two- to five-year terms and typically
vest over  periods  ranging  from  immediately  to three  years from the date of
grant.

                                       F-15
<PAGE>


     Stock option  activity for the years ended December 31, 2000, 1999 and 1998
is summarized as follows:
<TABLE>
<CAPTION>
                                              2000                       1999                      1998
                                        -------------------------- ------------------------- --------------------------
                                                         Weighted                  Weighted                   Weighted
                                                         Average                    Average                   Average
                                                         Exercise                  Exercise                   Exercise
                                             Shares       Price         Shares       Price        Shares       Price
<S>                                       <C>            <C>          <C>           <C>           <C>         <C>
        Outstanding at beginning
          of year                         3,060,000      $ 5.92       1,965,000     $ 6.61        962,500     $ 4.93
        Granted during the year             420,000        3.86       1,550,000       5.74      1,020,000       8.18
        Cancelled                          (450,000)       7.80        (455,000)      8.30          --           --
        Exercised                           (71,300)       4.71           --           --         (17,500)      5.46
                                          ---------      ------       ---------     ------      ---------     ------

        Outstanding at end of year        2,958,700      $ 5.37       3,060,000     $ 5.92      1,965,000     $ 6.61
                                          =========      ======       =========     ======      =========     ======

        Options exercisable at year end   2,153,700      $ 5.45       1,835,000     $ 5.64      1,540,000     $ 6.18
                                          =========      ======       =========     ======      =========     ======

        Weighted average fair value of
          options granted during year                     $ 3.24                    $ 2.83                    $ 5.33
                                                          ======                    ======                    ======
</TABLE>


     The following table summarizes  information about stock options outstanding
at December 31, 2000:
<TABLE>
<CAPTION>
                                                                                                  Stock Options
                                              Stock Options Outstanding                            Exercisable
                                     ---------------------------------------------         -----------------------------
                                                        Weighted
                                                         Average       Weighted                              Weighted
                                                        Remaining      Average                               Average
        Range of                         Number        Contractual     Exercise                Number        Exercise
        Exercise Prices                Outstanding    Life (Years)      Price                Exercisable      Price

<S>                                    <C>               <C>         <C>                      <C>           <C>
        $2.00 to $4.00                   670,000           1.5         $ 2.83                   610,000       $ 2.92
        $4.38 to $4.75                   915,000           4.0           4.39                   370,000         4.41
        $4.94 to $7.50                   908,700           2.5           6.64                   853,700         6.75
        $8.00 to $10.00                  465,000           2.6           8.69                   320,000         8.33
                                         -------           ---           ----                   -------         ----
                                       2,958,700           4.6         $ 5.37                 2,153,700       $ 5.45
                                       =========           ===         ======                 =========       ======
</TABLE>

     We have elected to follow the measurement provisions of APB Opinion No. 25,
under  which no  recognition  of expense is  required  in  accounting  for stock
options  granted to employees for which the exercise price equals or exceeds the
fair market value of the stock at the grant date.  Generally  stock  options are
granted at an option  price at or greater  than fair market value on the date of
grant. We recorded  compensation expense of $15,420 for stock options granted to
employees  for which the fair market value  exceeded  the exercise  price of the
stock at the grant  date for the year  ended  December  31,  1998.  We  recorded
compensation  expense of $424,063,  $765,386,  and  $841,944  for stock  options
granted to non-employees  for the years ended December 31, 2000, 1999, and 1998,
respectively.
     We have adopted the  disclosure-only  provisions  of Statement of Financial
Accounting  Standards No. 123,  Accounting for Stock-Based  Compensation  ("SFAS
123"). To estimate compensation expense that would be recognized under SFAS 123,
we  have  used  the  modified  Black-Scholes  option  pricing  model.  If we had
accounted for our stock options using the accounting  method  prescribed by SFAS
123, our net loss and loss per share would be as follows:

                                       F-16
<PAGE>

<TABLE>
<CAPTION>
                                                                            2000                1999              1998

<S>                                                                  <C>                  <C>              <C>
        Net loss (both basic and diluted):
          As reported                                                $ 5,914,474          $3,689,866       $ 4,651,576
          Pro forma                                                    9,637,609           4,628,960         5,445,728

        Loss per common share (both basic and diluted):
          As reported                                                       0.34                0.23              0.31
          Pro forma                                                         0.56                0.30              0.36
</TABLE>


     In calculating pro forma compensation,  the fair value of each stock option
is estimated on the date of grant using the Black-Scholes  option-pricing  model
and the following weighted average assumptions:

                                     2000            1999            1998

        Dividend yield               None            None            None
        Expected volatility            93 %            75 %            77 %
        Risk-free interest rate      6.40 %          5.80 %          5.43 %
        Expected life (years)         4.6             5.0             4.9


     Warrants - As of December 31, 2000,  there were 1,883,672  warrants  issued
and outstanding for the purchase of our common shares.  The warrants were issued
in conjunction  with debt offerings,  issuance of common stock,  and payment for
outside services.  The warrants have a weighted average exercise price of $5.175
per share and expire on various  dates  ranging from March 2002 to January 2006.
Most warrants contain  provisions  whereby the expiration date is accelerated if
our common  shares  close at or above  specified  prices  ranging  from $6.00 to
$14.00 per share.

8.       CONVERTIBLE DEBENTURES

     On December 29, 1997,  we issued  $5,000,000  in  convertible  subordinated
debentures due December 29, 2001 (the  "Debentures")  bearing interest at 5% per
annum  payable in cash or common shares  either  annually or upon  conversion or
maturity,  at our discretion.  Subject to certain  restrictions during the first
180 days after closing,  the Debentures were  convertible by holders into common
shares at a conversion  rate equal to the lesser of (a) 92% of the average price
of the common  shares for the five trading days prior to  submission of a notice
of conversion by the holder,  or (b) $14.36875 per share.  The purchasers of the
Debentures also received  transaction warrants entitling the holders to purchase
75,000 common  shares on or before  December 29, 1999 at a price of $16.7188 per
share. In addition,  the placement  agent received  105,000  placement  warrants
entitling the agent to purchase  105,000  common shares at $16.7188 per share on
or before December 29, 1999. The proceeds of the debt were allocated between the
debt, the warrants and the beneficial conversion feature based upon fair values.
The amount  allocated  to the  beneficial  conversion  feature and  warrants was
accreted to interest  expense in 1998 when the debentures were converted  and/or
retired.
     During the period May 20, 1998 through  July 31,  1998,  the holders of the
Debentures  elected  to  convert  $2,750,000  of  the  principal  amount  of the
Debentures and $66,528 of accrued interest.  These  conversions  resulted in the
issuance of 387,735 common shares.  On August 28, 1998, we elected to redeem the
remaining  $2,250,000 of Debentures using cash previously invested in short-term
instruments.  The total cash of $2,550,938,  required to redeem the  Debentures,
included a redemption  premium of $193,256 and accrued interest of $107,682.  In
conjunction with this redemption, we wrote off deferred financing costs totaling
$515,842.

                                       F-17
<PAGE>

9.       OTHER TRANSACTIONS

     On March 31, 2000, we entered into a common stock purchase agreement with a
private equity fund pursuant to which the equity fund purchased 1,251,303 common
shares of Altair for an aggregate  purchase  price of $6,000,000;  however,  the
number of shares  received  by the equity fund in exchange  for  $6,000,000  was
subject to repricing adjustments if the lowest average closing price for any ten
days  during  each of four  30-day  repricing  periods  did not  meet a  certain
threshold.  Prior to December 15, 2000, the equity fund repriced  750,782 of the
initial  shares it  purchased  under the common  stock  purchase  agreement  and
received an additional 1,003,626 common shares.
     Pursuant to an assignment and agreement dated December 15, 2000, the equity
fund referred to in the  preceding  paragraph  transferred  all of its remaining
rights under the common stock purchase agreement, including its right to reprice
the remaining  500,521 of the initial 1,251,303 shares, to Doral 18, LLC (Doral)
(see Note 6). Pursuant to this purchase agreement,  Doral exercised its right to
reprice  approximately  70,928 of the initial shares and received 247,678 common
shares.  In  exchange  for  approximately  $1,650,000,  we bought from Doral and
terminated  all  remaining  rights  under the common stock  purchase  agreement,
including all remaining repricing rights. In conjunction with this buyout, Doral
granted  us a call  option  to  purchase  247,678  common  shares  for a nominal
exercise  price.  At the option of Doral,  the number of shares  subject to such
option may be reduced at fair  market  value in lieu of our making  payments  of
interest and principal. From December 15, 2000 through December 31, 2000, 19,222
of such common  shares were used to satisfy  accrued  interest on the $7 million
10% Asset-Backed Exchangeable Term Note. Accordingly,  the call option is valued
at the fair value of the underlying  stock (228,456 shares) subject to call, and
totaled  $342,684  and is included in other  current  assets as of December  31,
2000.

10.  LEASES

     Operating  Leases - We lease certain premises and equipment under operating
leases.  Future minimum lease payments under non-cancelable  operating leases as
of December 31, 2000 are as follows:

        Year ending December 31:
          2001                                 $ 154,980
          2002                                     5,415
                                               ---------
        Total                                  $ 160,395
                                               ---------

     Lease expense for the years ended December 31, 2000, 1999, and 1998 totaled
$283,964, $104,622, and $79,471, respectively.

     Mineral  Leases - Our  subsidiary,  MRS, has entered  into various  mineral
leases for a 100% interest in approximately 14,000 acres of land in the state of
Tennessee,  United  States  with  minimum  annual  advance  royalty  payments as
follows:

        Year ending December 31:
          2001                                       $ 152,306
          2002                                         194,704
          2003                                         212,479
          2004                                         424,227
          2005                                         430,623
          Thereafter                                 1,137,661


     The mineral leases are subject to a production royalty;  however,  MRS will
receive a credit against  production  royalties for all advance  royalties paid.
The  lessors  can only  terminate  the  leases  upon  failure of MRS to make the
minimum  payments as required by the leases.  As of December  31,  2000,  we are
current on revenue payments to lessors.

                                       F-18
<PAGE>


11.  INCOME TAXES

     Because of the net operating  losses and a valuation  allowance on deferred
tax assets, there was no provision for income taxes recorded in the accompanying
consolidated  financial  statements  for the  three  years in the  period  ended
December 31, 2000.
     A reconciliation of the federal statutory income tax rate and our effective
income tax rates is as follows:
<TABLE>
<CAPTION>
                                                         Year Ended December
                                              2000               1999               1998
                                           -----------        -----------        -----------
<S>                                        <C>                <C>                <C>
        Federal statutory income taxes     $(2,010,921)       $(1,254,554)       $(1,581,536)
        Meals and entertainment                  1,824              2,349              3,013
        Valuation allowance                  2,009,097          1,252,205          1,578,523
                                           -----------        -----------        -----------
            Total                               None               None               None
                                           ===========        ===========        ===========
</TABLE>

     The components of the deferred tax assets  consisted of the following as of
December 31, 2000 and 1999:

                                                  2000               1999
                                              -----------        -----------
        Deferred tax assets:
          Net operating loss carryforward     $ 3,349,475        $ 1,412,607
          Unrealized loss                          24,312               --
                                              -----------        -----------
          Total deferred tax assets             3,373,787          1,412,607

        Deferred tax liabilities -
          basis difference in assets             (725,740)          (773,597)

        Valuation allowance                    (2,648,047)          (639,010)
                                              -----------        -----------
        Total deferred tax assets                  None               None
                                              ===========        ===========

     The net operating loss  carryforwards  expire at various dates beginning in
2001 through 2020.

12.      COMMITMENTS AND CONTINGENCIES

     Employment  Agreement  - Under the  current  employment  agreement  between
Altair and our  president,  Dr. William P. Long, Dr. Long is entitled to receive
200,000  common shares in the event (i) voting control of over 35% of the issued
stock is acquired in a merger,  takeover  or similar  transaction  (a "change of
control") and Dr.  Long's  employment  agreement is  terminated  within 180 days
before or at any time after such change of  control,  or (ii) absent a change of
control, if Dr. Long's employment  agreement is terminated for any reason except
by Dr. Long, by mutual consent, by Altair for cause, or at the end of the term.
     Litigation - We are currently not aware of any  investigations,  claims, or
lawsuits  which  we  believe  could  have  a  material  adverse  effect  on  our
consolidated financial position or on our consolidated results of operations.

                                       F-19
<PAGE>