UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q
                                    ---------

  [X]    QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

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


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

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



                         1725 Sheridan Avenue, Suite 140
        -----------------------------------------------------------------
                               Cody, Wyoming 82414

          (Address of principal executive offices, including zip code)

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


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


   As of May 8, 2002 the registrant had 24,583,791 Common Shares outstanding.



<PAGE>
                    PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>

                   ALTAIR INTERNATIONAL INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                      (Expressed in United States Dollars)
                                   (Unaudited)

                                                             March 31,     December 31,
                                                              2002             2001
                                                           ------------    ------------
                                     ASSETS
                                     ------

Current Assets
<S>                                                        <C>             <C>
Cash and cash equivalents                                  $    359,691    $    599,884
Other current assets                                             36,828          33,651
                                                           ------------    ------------
Total current assets                                            396,519         633,535
Property and Equipment, net                                   5,805,654       5,987,950
Patents and Related Expenditures, net                         3,647,554       3,739,864
Other Assets                                                    459,557         491,894
                                                           ------------    ------------
                             Total Assets                  $ 10,309,284    $ 10,853,243
                                                           ============    ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
Accounts payable and accrued liabilities                   $    688,473    $    528,405
Note payable - current portion                                1,569,649            --
Stock purchase advances                                         558,485            --
Loans payable - related parties                                 124,243         143,000
Capital lease obligations - current portion                        --             2,312
Deferred revenue                                                   --            40,972
                                                           ------------    ------------
Total current liabilities                                     2,940,850         714,689
                                                           ------------    ------------
Note Payable, Long-Term Portion                                    --         1,462,060
                                                           ------------    ------------
Commitments and Contingencies
Stockholders' Equity
Common stock, no par value, unlimited shares authorized;
22,903,831 and 22,694,142 shares issued and
outstanding at March 31, 2002 and December 31, 2001          38,460,791      38,089,320
Deficit accumulated during the development stage            (31,092,357)    (29,412,826)
                                                           ------------    ------------
                      Total Shareholders' Equity              7,368,434       8,676,494
                                                           ------------    ------------
              Total Liabilities and Shareholders' Equity   $ 10,309,284    $ 10,853,243
                                                           ============    ============
</TABLE>

                 (See Notes to Financial Statements)

                                       1
<PAGE>

<TABLE>
<CAPTION>

                   ALTAIR INTERNATIONAL INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (Expressed in United States Dollars)
                                   (Unaudited)

                                                                                   Period
                                                                                April 9, 1973
                                                                                  (date of
                                                Three Months Ended March 31,    inception) to
                                               ----------------------------        March 31,
                                                   2002            2001             2002
                                               ------------    ------------    ------------
<S>                                            <C>                       <C>   <C>
Sales                                          $     48,937            None   $      91,753
Cost of sales                                        30,175            None          48,350
                                               ------------    ------------    ------------
Gross Margin                                         18,762            None          43,403
                                               ------------    ------------    ------------
Operating Expenses
Mineral exploration and development                 152,188    $    361,454       6,070,853
Research and development                            138,609         122,888       3,267,568
Professional services                               226,073         105,131       2,789,985
General and administrative expenses                 608,128         803,820      12,455,610
Depreciation and amortization                       285,699         279,880       4,803,113
                                               ------------    ------------    ------------
Total operating expenses                          1,410,697       1,673,173      29,387,129
                                               ------------    ------------    ------------
Loss from Operations                              1,391,935       1,673,173      29,343,726
                                               ------------    ------------    ------------
Other (Income) Expense:

Interest expense                                    288,298         300,240       3,672,249
Interest income                                        (702)        (69,405)       (814,542)
Gain on foreign exchange                               --              (234)       (558,777)
                                               ------------    ------------    ------------
Total other expense, net                            287,596         230,601       2,298,930
                                               ------------    ------------    ------------
Loss before extraordinary items                   1,679,531       1,903,774      31,642,656
                                               ------------    ------------    ------------
Extraordinary items:
Gain on forgiveness of debt                            --              --          (795,972)
Loss on redemption of convertible debentures           --              --           193,256
                                               ------------    ------------    ------------
Total extraordinary items                              --              --          (602,716)
                                               ------------    ------------    ------------
Net loss                                          1,679,531       1,903,774      31,039,940
Preferential Warrant Dividend                          --              --            52,417
                                               ------------    ------------    ------------
Net Loss Applicable to Shareholders            $  1,679,531    $  1,903,774      31,092,357
                                               ============    ============    ============

Loss before  extraordinary  items and  Preferential  Warrant Dividend per common
share:

Basic and diluted                              $       0.07    $       0.10    $       4.25
Effect of extraordinary items
on earnings per share:
Basic and diluted                                      --              --             (0.08)
                                               ------------    ------------    ------------
Loss per common share -
Basic and diluted                              $       0.07    $       0.10    $       4.17
                                               ============    ============    ============
Weighted average shares -
Basic and diluted                                22,842,455      19,336,214       7,442,373
                                               ============    ============    ============
</TABLE>

                       (See Notes to Financial Statements)

                                       2
<PAGE>


<TABLE>
<CAPTION>

                   ALTAIR INTERNATIONAL INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Expressed in United States Dollars)
                                   (Unaudited)

                                                                                        Period
                                                                                     April 9, 1973
                                                                                       (date of
                                                    Three Months Ended March 31,     inception) to
                                                    ----------------------------       March 31,
                                                        2002            2001            2002
                                                    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>
Cash flows from development activities:
Net loss                                            $ (1,679,531)   $ (1,903,774)   $(31,039,940)
Adjustments to reconcile net loss to net cash
used in development activities:
Depreciation and amortization                            285,699         279,880       4,803,113
Shares issued for services                                  --              --            99,926
Shares issued for settlement of debt                        --              --            75,228
Shares issued for interest                                69,770            --           893,597
Shares issued for property                                  --              --           159,166
Issuance of stock options to non-employees                 2,421         104,737       3,005,961
Issuance of stock options to employees                      --          111,690           78,220
Issuance of stock warrants                                98,280            --           914,585
Amortization of discount on note payable                 107,590         103,113         522,663
Amortization of debt issuance costs                       63,426            --           163,426
Loss on redemption of convertible debenture                 --              --           193,256
Gain on forgiveness of debt                                 --              --          (795,972)
Loss on disposal of fixed assets                            --              --             1,945
Gain on foreign currency translation                        --              --          (559,179)
Deferred financing costs written off                        --              --           515,842
Changes in assets and liabilities (net of effects
of acquisition):
Restricted cash                                             --           (64,111)           --
Other current assets                                      (3,177)        227,222       1,697,770
Other assets                                              44,911          24,999        (123,809)
Accounts payable and accrued liabilities                 160,068          92,335         419,259
Stock purchase advances                                  558,485            --           558,485
Deferred revenue                                         (40,972)           --              --
                                                    ------------    ------------    ------------
Net cash used in development activities                 (333,030)     (1,023,909)    (18,416,458)
                                                    ------------    ------------    ------------
Cash flows from investing activities:
Asset acquisition                                           --              --        (2,422,417)
Purchase of property and equipment                       (11,094)       (126,177)     (1,305,769)
Purchase of patents and related expenditures                --              --        (1,882,187)
                                                    ------------    ------------    ------------
Net cash used in investing activities                    (11,094)       (126,177)     (5,610,373)
                                                    ------------    ------------    ------------
                                                                                       (continued)
</TABLE>

                       (See Notes to Financial Statements)


                                       3
<PAGE>

<TABLE>
<CAPTION>

                   ALTAIR INTERNATIONAL INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Expressed in United States Dollars)
                                   (Unaudited)


                                                                                          Period
                                                                                       April 9, 1973
                                                                                         (date of
                                                        Three Months Ended March 31,   inception) to
                                                       -----------------------------      March 31,
                                                           2002             2001           2002
                                                       ============    ============    ============
<S>                                                    <C>                             <C>
Cash flows from financing activities:
Issuance of common shares for cash, net of
share issue costs                                      $    125,000            --      $ 18,298,659
Collection of stock subscription receivable                    --      $    561,300         561,300
Issuance of convertible debenture                              --              --         5,000,000
Proceeds from exercise of stock options                        --            40,000       2,708,491
Proceeds from exercise of warrants                             --              --         4,617,328
Issuance of related party notes                                --              --           168,000
Issuance of notes payable                                      --              --         7,000,000
Payment of notes payable                                       --          (105,420)    (11,196,044)
Payment of related party notes                              (18,757)           --           (43,757)
Payment on capital lease                                     (2,312)           --           (27,075)
Purchase of call options                                       --              --          (449,442)
Redemption of convertible debentures                           --              --        (2,250,938)
                                                       ------------    ------------    ------------
Net cash used in financing activities                       103,931         495,880      24,386,522
                                                       ------------    ------------    ------------
Net increase (decrease) in cash and cash equivalents       (240,193)       (654,206)        359,691
Cash and cash equivalents, beginning of period              599,884       1,335,729            None
                                                       ------------    ------------    ------------
Cash and cash equivalents, end of period               $    359,691    $    681,523    $    359,691
                                                       ============    ============    ============
Supplemental disclosures:

Cash paid for interest                                         None    $     20,637
                                                       ============    ============
Cash paid for income taxes                                     None            None
                                                       ============    ============

Supplemental  schedule of non-cash investing and financing  activities:

For thequarter ended March 31, 2002:

- None

For the quarter ended March 31, 2001:

- We cancelled call options on 228,456 shares of our common stock to pay $97,743
of  principal  and  $244,941  of  interest  on the Doral 18, LLC 2000  Note.  In
addition,  the  cancellation  of the  call  options  resulted  in an  additional
interest expense of $210,568.

                                                                                         (concluded)

</TABLE>


                       (See Notes to Financial Statements)

                                       4
<PAGE>

                   ALTAIR INTERNATIONAL INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1.  Basis of Preparation of Financial Statements

        These unaudited  interim  financial  statements of Altair  International
Inc. and its subsidiaries  (collectively,  "Altair", "We" or the "Company") have
been prepared in accordance  with the rules and regulations of the United States
Securities  and  Exchange   Commission  (the   "Commission").   Such  rules  and
regulations allow the omission of certain  information and footnote  disclosures
normally included in financial statements prepared in accordance with accounting
principles  generally  accepted in the United States,  so long as the statements
are not  misleading.  In the  opinion of  Company  management,  these  financial
statements and  accompanying  notes contain all adjustments  (consisting of only
normal recurring adjustments) necessary to present fairly the financial position
and  results of  operations  for the  periods  shown.  These  interim  financial
statements should be read in conjunction with the audited  financial  statements
and notes thereto contained in our Annual Report on Form 10-K for the year ended
December 31, 2001, as filed on April 1, 2002.

        Effective August 1, 2001, we began doing business under the name "Altair
Nanotechnologies, Inc." We will submit to the shareholders of the Company at the
next annual  meeting an  amendment  to our  articles of  incorporation  formally
changing our name to "Altair Nanotechnologies, Inc."

        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  ("U.S.  GAAP").
Accordingly,   the  foregoing   unaudited  interim   financial   statements  are
denominated in U.S. Dollars and presented in accordance with U.S. GAAP.

        The 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  financial  statements  for the quarter  ended March 31,  2002,  we
incurred a net loss of $1,679,531, and since the date of inception have incurred
cumulative  losses  of  $31,092,357.  At March  31,  2002,  current  liabilities
exceeded current assets by $2,544,331.  These factors,  among others,  may raise
substantial doubt about the Company's ability to continue as a going concern.

        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.  Because the Company is still in the
exploration stage, there have been no adjustments to record potential impairment
on long-term  assets.  Our continuation as a going concern is dependent upon our
ability to generate  sufficient  cash flow to meet our  obligations  on a timely
basis,  to obtain  additional  financing or refinancing  as may be required,  to
develop commercially viable products and processes,  and ultimately to establish
successful  operations.  We  are in  the  process  of  developing  the  titanium
processing technology,  the Tennessee mineral property, and the centrifugal jig.
The recoverability of amounts  capitalized as property and equipment and patents
and related  expenditures is dependent upon our ability to successfully  develop
and  commercialize  the  titanium  processing   technology.   We  have  financed
operations  primarily through the issuance of equity  securities  (common stock,
convertible debentures, stock options and warrants), and by the issuance of debt
(term  notes).  Additional  funds  will  be  required  to  complete  development
activities.  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.

        The results of  operations  for the  three-month  period ended March 31,
2002 are not  necessarily  indicative of the results to be expected for the full
year.

                                       5
<PAGE>

Note 2. Summary of Significant Accounting Policies

        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  securities  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.

        In June  2001,  the  FASB  issued  SFAS  No.  142,  Goodwill  and  Other
Intangible Assets.  SFAS No. 142 establishes  accounting and reporting standards
for goodwill and intangible  assets,  requiring  annual  impairment  testing for
goodwill and intangible assets, and the elimination of periodic  amortization of
goodwill and certain  intangibles.  We have not yet completed an analysis of the
impact  of the  adoption  of the  statement.  The  impairment  analysis  will be
completed by June 30, 2002 as required by SFAS No. 142.

Note 3.  Common Stock

        Common stock  transactions  during the three months ended March 31, 2002
were as follows:

                                                        Common Stock
                                                    --------------------
                                                                Stated
                                                    Shares       Amount
                                                 ===========   ===========
Balance, December 31, 2001                        22,694,142   $38,089,320
Common stock issued through private placements       100,000       125,000
Stock options issued to non-employees                                2,421
Warrants issued for services                                        98,280
Shares issued for services                            50,000        76,000
Shares issued for payment of interest on
Doral 18, LLC note                                    59,689        69,770
                                                 -----------   -----------
Balance, March 31, 2002                           22,903,831   $38,460,791
                                                 ===========   ===========

        On March 11, 2002, we entered into a stock  purchase  agreement  with an
investor  that  provides  for the sale of 666,667  common  shares and  1,000,000
warrants for total consideration of $1,000,000.  At March 31, 2002, the investor
had  remitted  $558,485  toward the purchase  price.  This amount is recorded as
stock purchase  advances in the  accompanying  Consolidated  Balance Sheets.  On
April 26, 2002, we entered into an amended and restated stock purchase agreement
with the  investor  wherein  the number of shares  purchased  was  increased  to
1,200,000,  the number of warrants  was  increased  to  1,800,000  and the total
purchase price was increased to $1,260,000.  The purchase price is to be paid in
full by July 31, 2002.

        During the three months ended March 31, 2002, we issued 250,000 warrants
in  connection  with the issuance of common  stock.  The  exercise  price of the
warrants ranged from $1.50 to $2.50.

Note 4.  Note Payable

        Note payable  consisted of the  following at March 31, 2002 and December
31, 2001:

                                         March 31, 2002      December 31, 2001
                                         --------------      -----------------
Note payable to Doral 18, LLC             $ 1,894,286         $ 1,867,857

Less current portion
Less discount resulting from allocation
  of debt proceeds to warrant                (324,637)           (405,797)
                                          -----------         -----------
Long-term portion of notes payable        $ 1,569,649         $ 1,462,060

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

                                       6
<PAGE>


Note 5.  Subsequent Events

        On April 16, 2002, we reduced the exercise price on 582,500  warrants to
$1.05  per share for the  period  April 26,  2002  through  June 30,  2002.  The
warrants had been  previously  issued with exercise prices ranging from $3.50 to
$5.00.  These  repricings  did not  increase  the value of the  warrants  to the
warrant holder, as calculated using the Black-Scholes pricing model.

        On May 7, 2002,  we entered into a securities  purchase  agreement  with
private investors  pursuant to which they purchased  1,250,000 common shares and
312,500  warrants to purchase  common shares for an aggregate  purchase price of
$1,000,000.  The  warrants  expire five years from the date of issuance  and are
exercisable at $1.13 per share.


                                       7
<PAGE>



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

        The  following  discussion   summarizes  the  material  changes  in  our
financial  condition  between  December  31,  2001 and  March  31,  2002 and the
material  changes in our results of operations and financial  condition  between
the three-month periods ended March 31, 2001 and March 31, 2002. This discussion
should be read in  conjunction  with  Management's  Discussion  and  Analysis of
Financial  Condition and Results of Operations  included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2001.

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 9,700 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.

        In November  1999, we acquired all patent  applications  and  technology
related to a hydrometallurgical process developed by BHP Minerals International,
Inc.  ("BHP")  primarily for the  production of titanium  dioxide  products from
titanium bearing ores or concentrates (the "titanium processing technology") and
all tangible equipment and other assets (the "titanium  processing assets") used
by BHP to develop and implement the titanium processing technology.

Results of Operations

        For the three months ended March 31, 2002, net losses totaled $1,679,531
($.07 per share) compared to $1,903,774  ($.10 per share) for the same period of
2001. Principal factors contributing to the losses during these periods were the
lack of substantial revenue together with the incurrence of operating expenses.

        During  the first  quarter of 2002,  we  generated  revenues  of $48,937
through sales of titanium dioxide nanoparticles,  lithium titanate nanoparticles
and other  materials.  Sales revenues  included  $40,972 of previously  deferred
revenues for which product shipments were made during the first quarter of 2002.
These products were used primarily in thermal spray coatings.

        During the first  quarter of 2001,  we completed  the  installation  and
began testing of the pilot plant facility at our Tennessee mineral property.  In
connection  with this, we incurred and expensed costs of $135,000 for completion
of  fabrication  and  installation  of the pilot plant and $69,000 for  internal
labor,  overheads,  supplies  and  materials  for  construction  and  subsequent
operation of the facility.  We incurred no comparable  mineral  exploration  and
development  expenses  during  the first  quarter of 2002.  The  normal  ongoing
expenses associated with our mineral  leaseholds,  which are principally advance
royalty  payments and labor involved in exploration  activities,  did not change
significantly from the first quarter of 2001 to the first quarter of 2002.

        Our research and  development  ("R&D")  efforts in the first  quarter of
2002 were directed  principally  to batteries,  thermal spray  coatings and fuel
cells.  R&D expenses  increased by $15,721 from $122,888 in the first quarter of
2001 to $138,609 in the same period of 2002 as a result of increased  staff time
being devoted to these R&D projects  with a resulting  decrease in time spent on
construction  projects  and  administrative  and  general  activities.  We  also
experienced  an increase in payroll  overhead costs charged to R&D due to a rise
in employee health insurance costs.

                                       8
<PAGE>

        Professional  services,  which consist principally of legal,  consulting
and audit  expenses,  increased  from $105,131  during the first quarter 2001 to
$226,073 in the first quarter 2002. The increase is  attributable to an increase
in  consulting  expenses  of $98,000  for the  estimated  fair value of warrants
issued to  consultants  for  services  rendered,  and $22,000 for legal  charges
associated with nanotechnology patent applications.

        General and  administrative  expenses  decreased  from $803,820 in first
quarter 2001 to $608,128 in the same period of 2002.  Expenses  associated  with
stock options issued to employees and service  providers  decreased by $216,000.
In the first quarter of 2001, we repriced  certain  options granted to employees
at a cost of  $111,000  and issued  options to  service  providers  at a cost of
$105,000.  Comparable  costs were not incurred in the first  quarter of 2002. In
addition, investor relations expense decreased by $20,000 as we cut back some of
our investor  relations  programs.  These  decreases  in expense were  partially
offset by a  reduction  of  $27,000  in income  recognized  on the value of call
options  held by us in the first  quarter of 2001.  All of the call options were
cancelled during 2001.

        During the first quarter of 2001, we had  $4,000,000 of restricted  cash
received  in  connection   with  our  issuance  of  a  $7,000,000   asset-backed
exchangeable  term note.  Interest income earned on this cash was $64,000 during
the quarter.  On December 28, 2001,  the term note was  exchanged for a new note
and the  restricted  cash was paid to the lender.  As a result of this, our cash
balance  available for  investment  was  significantly  reduced during the first
quarter of 2002 and interest income declined.

Liquidity and Capital Resources

        We generated  $48,937 of sales revenues in the first quarter of 2002 but
incurred a net loss of $1,679,531.  At March 31, 2002, our  accumulated  deficit
was  $31,092,357,  or an increase of $1,679,531 over the accumulated  deficit at
December 31, 2001. This increase was due to the net loss for the quarter.

        Our cash and short-term  investments decreased from $599,884 at December
31, 2001 to $359,691 at March 31, 2002, due to the incurrence of operating costs
and the effect of financing transactions which are described below.

        During the quarter ended March 31, 2002,  we sold 100,000  common shares
together  with 250,000  warrants in a private  placement  for gross  proceeds of
$125,000.  Of the 250,000  warrants,  100,000 are exercisable at $1.50 per share
and expire on the  earlier of five years from the date of issue or the 180th day
after which the closing price equals or exceeds $2.50 for 10 days. An additional
100,000 warrants are exercisable at $2.00 per share and expire on the earlier of
five years from the date of issue or the 180th day after which the closing price
equals  or  exceeds  $3.00  for 10  days.  The  remaining  50,000  warrants  are
exercisable  at $2.50 per share and expire on the earlier of five years from the
date of issue or the 180th day after which the closing  price  equals or exceeds
$3.50 for 10 days.

        On March 11, 2002, we entered into a stock subscription agreement with a
private  investor which provides for the purchase and sale, for $1,000,000 to be
paid on or before May 31, 2002, of 666,667 common shares and 1,000,002  warrants
to purchase  common shares at exercise prices between $2.00 and $3.00 per share.
At March 31,  2002,  we had  received  $558,485 of advances  toward the purchase
price of the shares.  On April 26, 2002, we entered into an amended and restated
stock  purchase  agreement  with the  investor  wherein  the  number  of  shares
purchased was  increased to  1,200,000,  the number of warrants was increased to
1,800,000 and the total purchase price was increased to $1,260,000. One-third of
the  warrants  are  exercisable  at $1.50 per share and expire on the earlier of
five  years from the date of issue or the date 30 days  following  the fifth day
(whether or not  consecutive)  the closing  price of our common shares equals or
exceeds $4.50. A further  one-third of the warrants are exercisable at $2.00 per
share and expire on the earlier of five years from the date of issue or the date
30 days following the fifth day (whether or not  consecutive)  the closing price
of our  common  shares  equals or  exceeds  $5.00.  The final  one-third  of the
warrants  are  exercisable  at $2.50 per share and expire on the earlier of five
years  from  the  date of issue or the  date 30 days  following  the  fifth  day
(whether or not  consecutive)  the closing  price of our common shares equals or
exceeds $5.50.

        On April 16, 2002, we reduced the exercise price on 582,500  warrants to
$1.05  per share for the  period  April 26,  2002  through  June 30,  2002.  The

                                       9
<PAGE>


warrants had been  previously  issued with exercise prices ranging from $3.50 to
$5.00.  As of May 8, 2002,  2002,  286,169 of such  warrants had been  exercised
resulting in net proceeds to us of $300,477.

        On May 7, 2002,  we entered into a securities  purchase  agreement  with
private investors  pursuant to which they purchased  1,250,000 common shares and
312,500  warrants to purchase  common shares for an aggregate  purchase price of
$1,000,000.  The  warrants  expire five years from the date of issuance  and are
exercisable at $1.13 per share.

        At March 31, 2002,  we had cash and cash  equivalents  of  $359,691,  an
amount which,  together with the $300,477 of proceeds received from the exercise
of warrants and the  $1,000,000 of proceeds  received from the sale of 1,250,000
common  shares  described  above,  is  sufficient  to fund our basic  operations
through  July 31,  2002.  We  anticipate  that the  remaining  296,331  repriced
warrants  will be  exercised  prior  to June 30,  2002  with  proceeds  to us of
$311,148.  We also anticipate that we will receive the remaining $701,515 of the
purchase  price owed under the amended and  restated  stock  purchase  agreement
described  above on or before July 31, 2002.  Although this  additional  capital
will be  sufficient  to fund our basic  operations  through at least October 31,
2002], we will require  additional  financing at some point during 2002 in order
to provide  working  capital  to fund our  day-to-day  operations.  We will also
require  additional  financing to continue our development  work on the titanium
processing  technology  and the Tennessee  mineral  property,  and to expand our
nanoparticle production facility when, and if, current capacity cannot keep pace
with product  sales.  We expect to generate  funds  through  additional  private
placements  of our common  stock and  warrants  to  purchase  our common  stock,
additional exercises of warrants and sales of titanium dioxide nanoparticles. As
of May 8, 2002, we have no  commitments  to provide  additional  financing or to
purchase titanium dioxide nanoparticles.

Forward-Looking Statements

        This Quarterly Report on Form 10-Q contains  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.  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.  Statements  in this report  regarding  the
ability  of  the  Company  to  raise  working  capital  necessary  to  fund  our
operations,  development of the titanium  processing  technology and assets, the
centrifugal jig or any mineral properties, and any future acquisition activities
are forward-looking statements. You should 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.

        Among the key factors  that may have a direct  bearing on the  Company's
operating results are various risks and uncertainties including, but not limited
to, those  attributable to the absence of significant  operating  revenues,  the
absence   of   profits,    uncertainties    regarding   the    development   and
commercialization  of the centrifugal jig, development risks associated with the
Tennessee mineral property,  risks related to the Company's proposed development
and  exploitation  of  the  titanium   processing   technology  and  assets  and
uncertainties  regarding the Company's  ability to obtain capital  sufficient to
pursue its proposed business strategy.  Risk factors,  cautionary statements and
other  conditions that could cause actual results to differ are contained in the
Company's  filings with the  Securities and Exchange  Commission,  including the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 2001, as
filed on April 1, 2002.


                                       10
<PAGE>


                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

        On February 4, 2002, we sold 100,000 common shares together with 250,000
warrants in a private  placement for gross proceeds of $125,000.  Of the 250,000
warrants,  100,000 are  exercisable at $1.50 per share and expire on the earlier
of five  years from the date of issue or the 180th day after  which the  closing
price equals or exceeds $2.50 for 10 days. An  additional  100,000  warrants are
exercisable  at $2.00 per share and expire on the earlier of five years from the
date of issue or the 180th day after which the closing  price  equals or exceeds
$3.00 for 10 days. The remaining  50,000  warrants are  exercisable at $2.50 per
share and  expire on the  earlier  of five  years  from the date of issue or the
180th day after which the closing price equals or exceeds $3.50 for 10 days.

        On March 11, 2002, we entered into a stock subscription agreement with a
private  investor which provides for the purchase and sale, for $1,000,000 to be
paid on or before May 31, 2002, of 666,667 common shares and 1,000,002  warrants
to purchase  common shares at exercise prices between $2.00 and $3.00 per share.
At March 31,  2002,  we had  received  $558,485 of advances  toward the purchase
price of the shares.  On April 26, 2002, we entered into an amended and restated
stock  purchase  agreement  with the  investor  wherein  the  number  of  shares
purchased was  increased to  1,200,000,  the number of warrants was increased to
1,800,000 and the total purchase price was increased to $1,260,000. One-third of
the  warrants  are  exercisable  at $1.50 per share and expire on the earlier of
five  years from the date of issue or the date 30 days  following  the fifth day
(whether or not  consecutive)  the closing  price of our common shares equals or
exceeds $4.50. A further  one-third of the warrants are exercisable at $2.00 per
share and expire on the earlier of five years from the date of issue or the date
30 days following the fifth day (whether or not  consecutive)  the closing price
of our  common  shares  equals or  exceeds  $5.00.  The final  one-third  of the
warrants  are  exercisable  at $2.50 per share and expire on the earlier of five
years  from  the  date of issue or the  date 30 days  following  the  fifth  day
(whether or not  consecutive)  the closing  price of our common shares equals or
exceeds $5.50.

        The above-described  common shares and warrants were offered and sold in
reliance  upon the  exemption  for sales of  securities  not  involving a public
offering,  as set forth in  Section  4(2) of the  Securities  Act based upon the
following:  (a) each investor  represented  and warranted to the Company that it
was an "accredited investor," as defined in Rule 501 of Regulation D promulgated
under the Securities Act and had such background,  education,  and experience in
financial and business matters as to be able to evaluate the merits and risks of
an investment  in the  securities;  (b) there was no public  offering or general
solicitation  with respect to the offering,  and each investor  represented  and
warranted  that it was acquiring the securities for its own account and not with
an intent to distribute such  securities;  (c) each investor was provided with a
copy of the most recent Annual Reports on Form 10-K,  Quarterly  Reports on Form
10-Q and Current  Report on Form 8-K of the  Company  and all other  information
requested  by the  investor  with  respect  to the  Company,  (d) each  investor
acknowledged  that all securities being purchased were  "restricted  securities"
for purposes of the Securities  Act, and agreed to transfer such securities only
in a transaction registered with the SEC under the Securities Act or exempt from
registration  under  the  Securities  Act;  and (e) a legend  was  placed on the
certificates and other documents representing each such security stating that it
was restricted and could only be transferred if  subsequently  registered  under
the  Securities Act or  transferred  in a transaction  exempt from  registration
under the Securities Act.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      See Exhibit Index attached hereto.

         (b)      On January 4, 2002,  the Company  filed an Amendment  No. 1 to
                  Current Report on Form 8-K/A  reporting the termination of the
                  $7,000,000 10% Exchangeable  Secured Term Note the Company had
                  issued on December 15, 2000 and reported in an Current  Report
                  on Form 8-K filed with the SEC on December 26, 2000.

                  On January 4, 2002, the Company filed a Current Report on Form
                  8-K   reporting   the   issuance  (in   connection   with  the
                  cancellation  of the note  described  above)  of a  $2,000,000
                  Secured  Term Note and  warrants to purchase  common  stock on
                  December 28, 2001.

                                       11
<PAGE>

                                   SIGNATURES

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

                                       Altair International Inc.



             May 13, 2002              By:   /s/ William P. Long
             ------------                    ---------------------------
                 Date                            William P. Long
                                                 Chief Executive Officer



             May 13, 2002              By:  /s/ Edward H.Dickinson
             ------------                   ----------------------------
                Date                            Edward H. Dickinson
                                                Chief Financial Officer



                                       12


<PAGE>


<TABLE>
<CAPTION>


                                  EXHIBIT INDEX

    Exhibit                                                                 Incorporated   Filed
       No.                               Exhibit                            by Reference    Herewith

  ----------   --------------------------------------------------------- ---------------------------
<S>             <C>                                                             <C>           <C>
    3.1          Articles of Incorporation of the Registrant                     (1)
    3.2          Amendment to Articles of Incorporation of the                   (2)
                 Registrant dated November 6, 1996
    3.3          Bylaws of the Registrant                                        (1)
    4.1          Repricing Amendment to Common Share Purchase Warrants                         X
    4.2          Form of Investor Warrant issued May 7, 2002                     (3)
    10.1         Securities Purchase Agreement dated May 7, 2002                 (3)
    10.2         Registration Rights Agreement dated May 7, 2002                 (3)
    10.3         Amended and Restated Stock Purchase and Subscription                          X
                 Agreement dated April 2002
-----------------------
</TABLE>


(1) Incorporated by reference to Registration Statement on Form 10-SB filed with
the Commission on November 25, 1996.

(2)  Incorporated by reference to Amendment No. 1 to  Registration  Statement on
Form 10-SB/A filed with the Commission on December 23, 1996.

(3)  Incorporated  by reference to Current Report on Form 8-K filed with the SEC
on May 10, 2002

                                       13