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 JUNE 30, 2003

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


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


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


                                 204 Edison Way
                               Reno, Nevada 89502
      -------------------------------------------------------------------
          (Address of principal executive offices, including zip code)
       Registrant's telephone number, including area code: (775) 858-3750



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



 As of August 11, 2003 the registrant had 38,290,162 Common Shares outstanding.



                                       1

<PAGE>



                                   PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>

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

                                                                   June 30,      December 31,
                                                                    2003            2002
                                                                ------------    ------------
                             ASSETS
<S>                                                             <C>             <C>
Current Assets
     Cash and cash equivalents                                  $  1,032,248    $    244,681
     Accounts receivable                                                 536         132,859
     Other current assets                                             26,742          22,598
                                                                ------------    ------------
         Total current assets                                      1,059,526         400,138

Property, Plant and Equipment, net                                 6,973,068       7,349,818

Patents and Related Expenditures, net                              1,103,409       1,146,249

Other Assets                                                          18,200          18,200
                                                                ------------    ------------
                          Total Assets                          $  9,154,203    $  8,914,405
                                                                ============    ============

              LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
     Trade accounts payable                                     $    448,582    $    455,246
     Accrued liabilities                                             242,366         149,257
     Note payable - current portion                                  853,711            --
                                                                ------------    ------------
         Total current liabilities                                 1,544,659         604,503
                                                                ------------    ------------
Note Payable, Long-Term Portion                                    2,594,006       3,905,040
                                                                ------------    ------------
Commitments and Contingencies (Notes 1, 3, 4 and 5)

Stockholders' Equity
     Common stock, no par value,  unlimited
     shares  authorized;  37,282,787 and
       30,244,348 shares issued and  outstanding
       at June 30, 2003 and December
       31, 2002                                                   47,226,583      43,787,850
     Deficit accumulated during the development stage            (42,211,045)    (39,382,988)
                                                                ------------    ------------
                   Total Shareholders' Equity                      5,015,538       4,404,862
                                                                ------------    ------------
           Total Liabilities and Shareholders' Equity           $  9,154,203    $  8,914,405
                                                                ============    ============
</TABLE>


                                (See Notes to Financial Statements)

                                       2
<PAGE>


<TABLE>
<CAPTION>

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


                                                                                                                Period
                                                                                                             April 9, 1973
                                                     Three Months Ended              Six Months Ended          (date of
                                                          June 30,                       June 30,            inception) to
                                              ------------------------------------------------------------      June 30,
                                                   2003            2002           2003            2002           2003
                                              ------------    ------------    ------------    ------------    ------------
<S>                                           <C>             <C>             <C>             <C>             <C>
Sales                                         $      4,434    $      4,734    $     24,711    $     53,671    $    321,022
Cost of sales                                          938           1,151          15,888          31,326         127,646
                                              ------------    ------------    ------------    ------------    ------------
Gross Margin                                         3,496           3,583           8,823          22,345         193,376
                                              ------------    ------------    ------------    ------------    ------------
Operating Expenses
     Mineral exploration and development            15,167         206,589          43,881         358,777       6,561,523
     Research and development                      202,388         164,040         415,181         302,649       4,131,277
     Professional services                         157,208         229,367         341,566         455,440       3,618,008
     General and administrative expenses           599,050         638,086       1,156,888       1,246,214      15,364,685
     Depreciation and amortization                 218,359         285,702         436,984         571,401       5,952,106
     Asset impairment                                 --         2,759,956            --         2,759,956       2,759,956
                                              ------------    ------------    ------------    ------------    ------------
       Total operating expenses                  1,192,172       4,283,740       2,394,500       5,694,437      38,387,555
                                              ------------    ------------    ------------    ------------    ------------
Loss from Operations                             1,188,676       4,280,157       2,385,677       5,672,092      38,194,179
                                              ------------    ------------    ------------    ------------    ------------
Other (Income) Expense:
     Interest expense                              146,119         308,539         266,292         596,837       4,801,631
     Interest income                                  (204)           (832)           (384)         (1,534)       (816,329)
     Loss (gain) on foreign exchange                  --               390            --               390        (557,942)
     Loss on extinguishment of debt                   --              --              --              --           914,667
     Gain on forgiveness of debt                      --              --              --              --          (795,972)
     Loss on redemption of convertible
       debentures                                     --              --              --              --           193,256
                                              ------------    ------------    ------------    ------------    ------------
       Total other expense, net                    145,915         308,097         265,908         595,693       3,739,311
                                              ------------    ------------    ------------    ------------    ------------
Net loss                                         1,334,591       4,588,254       2,651,585       6,267,785      41,933,490
Preferential Warrant Dividend                      176,472            --           176,472            --           277,555
                                              ------------    ------------    ------------    ------------    ------------
Net Loss Applicable to Shareholders           $  1,511,063    $  4,588,254    $  2,828,057    $  6,267,785    $ 42,211,045
                                              ============    ============    ============    ============    ============

Loss per common share - Basic and diluted     $        .04    $        .19    $        .09    $        .27    $       4.80
                                              ============    ============    ============    ============    ============
Weighted average shares - Basic and diluted     35,287,020      24,021,819      32,920,570      23,435,395       8,794,046
                                              ============    ============    ============    ============    ============
</TABLE>

                       (See Notes to Financial Statements)

                                       3
<PAGE>


<TABLE>
<CAPTION>

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

                                                                                            Period
                                                                                         April 9, 1973
                                                                Six Months Ended            (date of
                                                                    June 30,             inception) to
                                                         ----------------------------       June 30,
                                                              2003            2002           2003
                                                         ------------    ------------    ------------
<S>                                                      <C>             <C>             <C>
Cash flows from exploration activities:
     Net loss                                            $ (2,651,585)   $ (6,267,785)   $(41,933,490)
     Adjustments to reconcile net loss to net cash
       used in exploration activities:
       Depreciation and amortization                          436,984         571,401       5,952,106
       Shares issued for services                              89,298            --           392,724
       Shares issued for interest                              97,037         160,985       1,213,072
       Issuance of stock options to non-employees              30,256           4,732       3,061,397
       Issuance of stock options to employees                    --              --            78,220
       Issuance of stock warrants                              37,066         108,556         961,927
       Amortization of discount on note payable                88,966         215,179         888,655
       Amortization of debt issuance costs                       --           220,674         504,567
       Asset impairment                                          --         2,759,956       2,759,956
       Loss on extinguishment of debt                            --              --           914,667
       Loss on redemption of convertible debentures              --              --           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):
       Accounts receivable                                    132,323          (7,495)           (536)
       Other current assets                                    (4,144)         23,665       1,707,856
       Other assets                                              --            (2,000)       (170,720)
       Trade accounts payable                                  (6,664)        115,216         334,083
       Accrued liabilities                                     93,109         590,100          87,651
       Deferred revenue                                          --           (40,972)           --
                                                         ------------    ------------    ------------

Net cash used in exploration activities                    (1,657,354)     (1,547,788)    (23,891,973)
                                                         ------------    ------------    ------------

Cash flows from investing activities:
     Asset acquisition                                           --              --        (9,625,154)
     Purchase of property and equipment                       (17,394)        (57,730)     (3,678,819)
     Purchase of patents and related expenditures                --              --        (1,882,187)
                                                         ------------    ------------    ------------

Net cash used in investing activities                         (17,394)        (57,730)    (15,186,160)
                                                         ------------    ------------    ------------
</TABLE>

                                   (continued)

                                       4

<PAGE>


<TABLE>
<CAPTION>

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

                                                                                              Period
                                                                                            April 9, 1973
                                                                    Six Months Ended          (date of
                                                                        June 30,            inception) to
                                                           ----------------------------       June 30,
                                                                2003             2002          2003
                                                           ------------    ------------    ------------
<S>                                                        <C>             <C>             <C>
Cash flows from financing activities:
   Issuance of common shares for cash, net of
     issuance costs                                        $  2,367,103    $  1,125,000    $ 23,875,884
   Collection of stock subscription receivable                     --              --           561,300
   Issuance of shares under Employee Stock
     Purchase Plan                                              277,212            --           369,395
   Issuance of convertible debenture                               --              --         5,000,000
   Proceeds from exercise of stock options                       98,000            --         2,806,491
   Proceeds from exercise of warrants                              --           300,477       4,917,805
   Issuance of related party notes                                 --             6,243         174,243
   Issuance of notes payable                                       --              --        19,130,540
   Payment of notes payable                                    (280,000)           --       (13,823,579)
   Payment of related party notes                                  --          (149,243)       (174,243)
   Payment on capital lease                                        --            (2,312)        (27,075)
   Purchase of call options                                        --              --          (449,442)
   Redemption of convertible debentures                            --              --        (2,250,938)
                                                           ------------    ------------    ------------

Net cash provided by financing activities                     2,462,315       1,280,165      40,110,381
                                                           ------------    ------------    ------------

Net increase (decrease) in cash and equivalents                 787,567        (325,353)      1,032,248

Cash and cash equivalents, beginning of period                  244,681         599,884            None
                                                           ------------    ------------    ------------

Cash and cash equivalents, end of period                   $  1,032,248    $    274,531    $  1,032,248
                                                           ============    ============    ============

Supplemental disclosures:
Cash paid for interest                                     $     80,289            None
                                                           ============    ============

Cash paid for income taxes                                         None            None
                                                           ============    ============
</TABLE>

Supplemental schedule of non-cash investing and financing activities:
For the six months ended June 30, 2003:
   - We issued  681,994 common shares to Doral 18, LLC in payment of $266,290 of
principal on our note payable.
   - We repriced warrants, held by a shareholder, for 796,331 common shares. The
repriced  warrants  have an  incremental  fair value of  $176,472  and have been
accounted for as a preferential warrant dividend.

For the six months ended June 30, 2002:
   - None
                                   (concluded)
                       (See Notes to Financial Statements)

                                       5
<PAGE>



                  ALTAIR NANOTECHNOLOGIES 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  Nanotechnologies
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, 2002, as filed with the Commission on March 17, 2003.

        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,  we incurred net losses of $2,651,585 for the
six months ended June 30, 2003,  and since the date of inception  have  incurred
cumulative  net losses of  $41,933,490.  At June 30, 2003,  current  liabilities
exceeded  current  assets by $485,133.  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 certain 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, 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 and commercializing ceramic oxide nanoparticle products that are made
with  our  titanium  processing   technology.   The  recoverability  of  amounts
capitalized  as property and equipment and patents and related  expenditures  is
dependent  upon our  ability to  successfully  develop and  commercialize  these
products.

        At June 30, 2003, we had cash and cash  equivalents of  $1,032,248,  and
during the period July 1, 2003  through  August 7, 2003 we received net proceeds
of $757,795 from sales of common shares and warrants.  These amounts of cash are
sufficient  to fund our basic  operations  through  December  2003.  In order to
conserve  cash,  we have reduced our cash  expenditures  to the extent  possible
without  significantly  affecting  our  development  efforts with respect to the
titanium  processing  technology.  We will require  additional  financing during
December  2003 in order  to  provide  working  capital  to fund  our  day-to-day
operations.

     Because our projected near-term sales of nanoparticle products are minimal,
we expect to generate such funds through  additional  private  placements of our
common  stock and  warrants to purchase our common stock or other debt or equity
securities.  As of August 7, 2003, we have no commitments to provide  additional
financing or to purchase a significant quantity of nanoparticle  products. If we
are  unable  to obtain  financing  on a timely  basis,  we may be forced to more
significantly curtail and, at some point, discontinue operations.

        The results of  operations  for the three- and  six-month  periods ended
June 30, 2003 are not  necessarily  indicative of the results to be expected for
the full year.


Note 2. Summary of Significant Accounting Policies

        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  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.

                                       6
<PAGE>

        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 projected  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.

        Deferred  Income  Taxes - We use the 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 net deferred tax assets.

        Recent  Accounting  Pronouncements  - In  June  2001,  the  FASB  issued
Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset
Retirement  Obligations,  which  requires  asset  retirement  obligations  to be
recognized when they are incurred and displayed as liabilities.  SFAS No. 143 is
effective  for the year ending  December  31,  2003.  We adopted SFAS No. 143 on
January 1, 2003. The impact was not  significant on our  consolidated  financial
statements.

        In  December  2002,  the  FASB  issued  SFAS  No.  148,  Accounting  for
Stock-Based Compensation-Transition and Disclosure. SFAS No. 148 amends SFAS No.
123, Accounting for Stock-Based Compensation,  to provide alternative methods of
transition  to SFAS No. 123's fair value method of  accounting  for  stock-based
employee  compensation.  SFAS No. 148 also amends the  disclosure  provisions of
SFAS No. 123 and APB Opinion No. 28,  Interim  Financial  Reporting,  to require
disclosure in the summary of significant  accounting  policies of the effects of
an entity's accounting policy with respect to stock-based employee  compensation
on reported net income and  earnings  per share in annual and interim  financial
statements.  We  adopted  this  statement  effective  January  1,  2003 but have
elected,  as permitted  under SFAS No. 123, to continue to follow the accounting
provisions of Accounting  Principles Board (APB) Opinion No. 25,  Accounting for
Stock Issued to  Employees,  and to furnish the pro forma  disclosures  required
under SFAS No. 148.

        On April 30, 2003, the FASB issued SFAS No. 149,  Amendment of Statement
133 on Derivative  Instruments and Hedging  Activities.  SFAS No. 149 amends and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133. The new guidance  amends SFAS No. 133 for decisions made as part of the
Derivatives  Implementation  Group  ("DIG")  process that  effectively  required
amendments  to SFAS No. 133, and decisions  made in  connection  with other FASB
projects   dealing  with   financial   instruments   and  in   connection   with
implementation issues raised in relation to the application of the definition of
a  derivative  and  characteristics  of a derivative  that  contains a financing
component that warrants special  reporting in the statement of cash flows.  SFAS
No. 149 is effective for contracts  entered into or modified after June 30, 2003
and for hedging relationships  designated after June 30, 2003. We do not believe
that the  adoption  of SFAS No.  149 will  have an  impact  on the  consolidated
financial statements.

        SFAS  No.  150,  Accounting  for  Certain  Financial   Instruments  with
Characteristics  of both Liability and Equity,  was issued in May 2003. SFAS No.
150  establishes  standards for how an issuer  classifies  and measures  certain
financial  instruments with  characteristics of both liability and equity in its
statement of financial  position.  SFAS No. 150 is effective for the Company for
new or modified financial  instruments  beginning June 1, 2003, and for existing
instruments  beginning  August 1,  2003.  The  adoption  of SFAS No.  150 is not
expected to have a material impact on the consolidated financial statements.

        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,  and to furnish the pro forma  disclosures  required
under Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based  Compensation.  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:

                                       7
<PAGE>


<TABLE>
<CAPTION>

                                                        Three Months Ended        Six Months Ended
                                                             June 30,                 June 30,
                                                   -----------------------   -----------------------
                                                      2003          2002        2003          2002
                                                   ----------   ----------   ----------   ----------
<S>                                                <C>          <C>          <C>          <C>
Net loss applicable to shareholders (basic and
   diluted) as reported                            $1,511,063   $4,588,254   $2,828,057   $6,267,785
Deduct: stock-based employee compensation
   expense included in reported net loss, net of
    related tax effects                                  --           --           --           --
Add: total stock-based employee compensation
   expense determined under fair value based
   method for all awards, net of related tax
   effects                                             69,362      104,016       77,997      142,663
                                                   ----------   ----------   ----------   ----------

Pro forma net loss applicable to shareholders      $1,580,425   $4,692,270   $2,906,054   $6,410,448
                                                   ==========   ==========   ==========   ==========

Loss per common share (basic and diluted):
   As reported                                     $     0.04   $     0.19   $     0.09   $     0.27
                                                   ==========   ==========   ==========   ==========
   Pro forma                                       $     0.04   $     0.20   $     0.09   $     0.27
                                                   ==========   ==========   ==========   ==========
</TABLE>



                                       8
<PAGE>



Note 3.  Common Stock

        Common stock transactions during the six months ended June 30, 2003 were
as follows:


                                                         Common Stock
                                                 -----------------------------
                                                                     Stated
                                                     Shares          Amount
                                                 -----------------------------
Balance, December 31, 2002                         30,244,348     $43,787,850
Shares issued for cash                              5,162,402       2,367,103
Stock options issued to non-employees                       -          30,256
Shares issued for services                            213,102          89,298
Stock warrants issued                                       -          37,066
Shares issued under Employee Stock Purchase Plan      598,322         277,212
Shares issued for settlement of debt                  681,994         266,290
Shares issued for interest                            242,619          97,037
Exercise of stock options                             140,000          98,000

Preferential warrant dividend                               -         176,472
                                                 -----------------------------
Balance, June 30, 2003                             37,282,787     $47,226,583
                                                 =============================


        During  the six  months  ended  June 30,  2003,  shares  issued for cash
consisted  of the  following  transactions:

o        On March 31, 2003,  we issued  1,750,000  common  shares and  1,750,000
         warrants in a private  placement  for cash  proceeds of  $595,000.  The
         warrants have an exercise  price of $1.00 per share and expire in March
         2008.

o        From April 17 to May 14, 2003,  we issued  1,396,898  common shares and
         698,450  warrants in a public  offering for cash  proceeds of $472,103.
         The  warrants  have an exercise  price of $1.00 per share and expire in
         April and May 2008.

o        On May 20 and May 22,  2003,  we issued  2,015,504  common  shares  and
         1,007,753   warrants  in  private   placements  for  cash  proceeds  of
         $1,300,000.  The warrants have an exercise price of $1.35 per share and
         expire in May 2008.

        During the six months  ended June 30,  2003,  we issued  213,102  common
shares and 51,551  warrants with a value of $89,298 in return for consulting and
investor  relations  services.  The warrants have an exercise price of $1.00 per
share and expire in May 2008.

        On August 6, 2002, we adopted an Employee  Stock  Purchase Plan ("ESPP")
which allows  employees to purchase  common shares through  payroll  deductions.
During the six months ended June 30, 2003, a total of 598,322 common shares were
issued under the ESPP at prices ranging from $0.33 to $1.18 per share.

        In  accordance  with the  terms of our note  payable  to Doral  18,  LLC
("Doral"),  a conversion right with respect to $280,000 of principal  accrued on
March 1, 2003.  Effective that date,  Doral had the right to convert all or some
of the accrued  principal  into the  Company's  common shares using a conversion
price equal to 70% of the  average  closing  price of our common  shares for the
five trading  days prior to March 1, 2003.  During the six months ended June 30,
2003,  Doral elected to exercise their conversion right with respect to $266,290
of principal and, as a result,  we issued to them 924,613 common shares. Of this
amount,  681,994  common  shares  with a fair  value of  $266,290  relate to the
payment of principal  against the note. The remaining 242,619 common shares with
a fair value of $97,037  represent  additional  shares issued in accordance with
the beneficial  conversion  feature of the note, and were recorded as additional
interest expense.

        During the six  months  ended June 30,  2003,  a total of 140,000  stock
options were exercised at $.70 each for net proceeds of $98,000.

        On June 2, 2003,  we reduced the exercise  price of 796,331  outstanding
warrants held by a shareholder  to $1.00 per share.  As a result,  we recorded a
preferential warrant dividend of $176,472 as of the repricing date. The warrants
had been previously issued with exercise prices ranging from $2.50 to $3.50.

                                       9
<PAGE>


Note 4.  Notes Payable

        Notes  payable  consisted of the following at June 30, 2003 and December
31, 2002:

                                            June 30, 2003    December 31, 2002
                                           ----------------  ----------------
  Note payable to BHP Minerals
     International, Inc.                    $ 2,594,006         $  2,505,040
  Note payable to Doral 18, LLC                 853,711            1,400,000

  Less current portion                         (853,711)                   -
                                             ----------------   --------------
  Long-term portion of notes payable        $ 2,594,006         $  3,905,040
                                             ================   ==============



Note 5.  Intangible Assets

        Our  intangible  assets  consist of  patents  and  related  expenditures
associated with the titanium processing technology.  In accordance with SFAS No.
142, we are  amortizing  these assets over their  useful  lives.  The  amortized
intangible asset balance as of June 30, 2003 was:

                                 Gross                                  Net
                               Carrying           Accumulated        Carrying
                                Amount           Amortization         Amount
                            ---------------   ----------------  ---------------
   Patents and related
      expenditures          $     1,517,736   $       (414,327)       1,103,409

        The  weighted  average  amortization  period  for  intangible  assets is
approximately  16.5 years.  Amortization  expense was $42,840 for the six months
ended  June  30,  2003,  which  represented  the  amortization  relating  to the
identified  intangible assets still required to be amortized under SFAS No. 142.
For each of the next five years,  amortization  expense  relating to intangibles
will be  $85,680  per  year.  Management  believes  the net  carrying  amount of
intangible   assets  will  be  recovered  by  future  cash  flows  generated  by
commercialization of the titanium processing technology.

                                       10
<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, 2002 and June 30, 2003 and the material
changes in our results of operations and financial  condition between the three-
and  six-month  periods ended June 30, 2002 and June 30, 2003.  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, 2002.

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.

        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 8,700 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 initiated  additional  feasibility
testing,  but have since  suspended  such  testing  due to a shortage of working
capital.

        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.

        The  titanium  processing  technology  has  potential  to  produce  both
titanium  pigments,  which are commercially  traded in bulk, and  nanoparticles,
which are sold on specialty product markets. The titanium processing  technology
also has a potential  pharmaceutical  application,  a new active  pharmaceutical
ingredient  that we call  RenaZorb(TM),  for the treatment of  hyperphosphatemia
(elevated serum phosphate levels) in patients undergoing kidney dialysis. During
2002,  and through June 30, 2003,  our efforts were directed  toward these three
applications of the titanium processing technology.


Liquidity and Capital Resources

     We generated  $24,711 of sales revenues in the first six months of 2003 but
incurred a net loss of $2,651,585. At June 30, 2003, our accumulated deficit was
$42,211,045,  or an  increase  of  $2,828,057  over the  accumulated  deficit at
December 31, 2002.  This  increase was due to the net loss for the period plus a
preferential warrant dividend of $176,472.

     Our cash and short-term investments increased from $244,681 at December 31,
2002 to $1,032,248  at June 30, 2003 due to the receipt of  $2,367,103  from the
sale of common  shares and  warrants,  receipt of $98,000  from the  exercise of
stock options and the  collection of $130,000 of accounts  receivable  that were
outstanding at December 31, 2002.  These increases in cash were partially offset
by normal cash operating  expenditures  and the payment of $280,000 of principal
against the Doral 18, LLC note.

     On August 6, 2002,  we adopted an Employee  Stock  Purchase  Plan  ("ESPP")
which allows  employees to purchase  common shares through  payroll  deductions.
During the six months ended June 30, 2003, a total of 598,322 common shares were
issued under the ESPP, resulting in proceeds of $277,212.

     Current and  Expected  Liquidity.  At June 30,  2003,  we had cash and cash
equivalents of $1,032,248,  an amount that would be sufficient to fund our basic
operations  through  October  2003.  Between July 1, 2003 and the filing date of
this report,  we sold  891,524  common  shares and 445,762  warrants to purchase

                                       11
<PAGE>


common shares for proceeds of $757,795.  This  additional  cash will allow us to
continue our operations  through December 2003. After that date, we will require
additional   financing  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.

     We expect to  generate  funds  through  offerings  of our common  stock and
warrants to purchase our common stock,  and additional  exercises of outstanding
warrants,  during the  remainder  of 2003.  We also expect to  generate  limited
revenues from sales of nanoparticle  products,  fees generated from  development
and testing services provided to potential  licensors of our titanium processing
technology and  government  grant  programs for  development  of  nanotechnology
applications.  As of August 7, 2003, we have no  commitments  from  investors to
provide additional financing for periods after August 2003, to purchase titanium
dioxide nanoparticles or to license our titanium processing technology.

     We also expect to generate  revenues  through the licensing of our titanium
processing  technology,  specifically  the  pharmaceutical  application  of  the
technology  (i.e.  RenaZorb(TM))  and  the  application  of our  technology  for
large-scale  titanium pigment production.  With respect to large-scale  titanium
pigment production, Altair has completed initial testing for a materials company
and has  submitted  a  phase-two  proposal  for  the  economic  evaluation  of a
demonstration  titanium  dioxide  pigment  plant  that  could be  expanded  to a
full-scale  plant with  production  capabilities of between 10-20 metric tons of
titanium dioxide pigment per year. If the phase-two proposal is accepted in some
form,  Altair  would  expect  to  generate  limited  revenues  in 2003  (but not
sufficient to cover monthly operating  expenses) in exchange for the testing and
development  work  associated  with the evaluation of a  demonstration  titanium
dioxide plant. A licensing agreement associated with a full-scale plant would be
expected to generate  significant  revenues in the  long-term,  but  significant
up-front revenues from such an agreement are unlikely.

     With respect to  RenaZorb(TM),  testing of this product  using  animals was
initiated in late 2002 and completed in April 2003, with test results indicating
that RenaZorb(TM) has therapeutic potential in animal testing. In April 2003, we
hired a consultant to contact pharmaceutical companies that may be interested in
doing further testing and negotiating a license agreement. To date, several such
companies have expressed an interest in  RenaZorb(TM).  Altair is uncertain what
the terms of a  RenaZorb(TM)  license  agreement  would be,  but  pharmaceutical
license  agreements  often involve up front or staged  payments,  in addition to
royalties  once the drug is approved by the FDA and marketed.  We can,  however,
provide no  assurance  that we will enter into such a license  agreement or that
such license agreement would involve any significant  up-front  payments.  If we
are unable to enter into a license  agreement  with respect to  RenaZorb(TM)  or
another  product during 2003 (or otherwise  consummate  one or more  significant
licensing,  sale or equity  transactions),  we will be  forced to  significantly
curtail  our  operations  and  expenses,  and our ability to continue as a going
concern will be uncertain.

     Capital  Commitments.  The following table discloses aggregate  information
about  our  contractual  obligations  including  notes  payable,  mineral  lease
payments and contractual service  agreements,  and the periods in which payments
are due as of June 30, 2003:
<TABLE>
<CAPTION>

                                                Less Than                                After
Contractual Obligations             Total        1 Year      1-3 Years     4-5 Years    5 Years
-----------------------          ----------    ----------   ----------   ----------   ----------
<S>                              <C>           <C>          <C>          <C>          <C>
Notes Payable                    $3,853,711*   $  853,711   $  600,000   $1,200,000   $1,200,000
Mineral Leases                    1,135,021       181,410      452,868      392,055      108,688

Contractual Service Agreements      499,865       362,365      100,000       37,500         --
                                 ----------    ----------   ----------   ----------   ----------
Total Contractual Obligations    $5,488,597    $1,397,486   $1,152,868   $1,629,555   $1,308,688
                                 ==========    ==========   ==========   ==========   ==========
</TABLE>

* Before discount of $405,996.


Critical Accounting Policies and Estimates

      Management  based this discussion and analysis of our financial  condition
and  results  of  operations  on  our  consolidated  financial  statements.  The
preparation  of these  financial  statements  requires us to make  estimates and
judgments that affect the reported amounts of assets,  liabilities,  revenue and
expenses,  and related  disclosure of contingent  assets and liabilities.  On an
on-going  basis,  we evaluate our critical  accounting  policies and  estimates,
including those related to long-lived  assets and stock-based  compensation.  We
base our estimates on  historical  experience  and on various other  assumptions
that we believe to be reasonable under the  circumstances,  the results of which
form the basis for  making  judgments  about the  carrying  values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

                                       12
<PAGE>

         We believe the following critical  accounting  policies affect the more
significant  judgments and estimates used in the preparation of our consolidated
financial statements.  These judgments and estimates affect the reported amounts
of assets and  liabilities  and the  reported  amounts of revenues  and expenses
during the reporting  periods.  Changes to these  judgments and estimates  could
adversely affect the Company's future results of operations and cash flows.

o        Long-lived  assets.  Our  long-lived  assets  consist   principally  of
         titanium  processing  assets,  the intellectual  property  (patents and
         patent  applications)  associated with it, and a building.  At June 30,
         2003,  the  carrying  value of these assets was  $8,064,000,  or 88% of
         total assets.  We evaluate the carrying value of long-lived assets when
         events or  circumstances  indicate that an impairment may exist. In our
         evaluation,  we estimate the net undiscounted cash flows expected to be
         generated by the assets, and recognize  impairment when such cash flows
         will be less than the carrying  values.  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 the absence of continuing technology rights protection.

o        Stock-Based Compensation.  We have two stock option plans which provide
         for the issuance of stock options to employees  and service  providers.
         Although Statement of Financial  Accounting Standards ("SFAS") No. 123,
         Accounting for Stock Based Compensation, encourages entities to adopt a
         fair-value-based  method of  accounting  for stock  options and similar
         equity  instruments,  it also  allows an entity to  continue  measuring
         compensation    cost   for   stock-based    compensation    using   the
         intrinsic-value   method  of   accounting   prescribed   by  Accounting
         Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to
         Employees.  We have elected to follow the accounting  provisions of APB
         25 and to furnish  the pro forma  disclosures  required  under SFAS No.
         123, but we also issue warrants and options to  non-employees  that are
         recognized as expense when issued in accordance  with the provisions of
         SFAS No.  123. We  calculate  compensation  expense  under SFAS No. 123
         using a modified  Black-Scholes  option pricing model.  In so doing, we
         estimate  certain  key  variables  used in the model.  We  believe  the
         estimates we use are appropriate and reasonable.

Results of Operations

Three Months Ended June 30, 2003 Compared to Three Months Ended June 30, 2002
-----------------------------------------------------------------------------

     The net loss  applicable  to  shareholders  for the quarter  ended June 30,
2003, which was the second quarter of our 2003 fiscal year,  totaled  $1,511,063
($.04 per share) compared to $4,588,254  ($.19 per share) for the second quarter
of 2002.  However,  results  for the second  quarter of 2002 were  significantly
affected by an asset impairment of $2,759,956  recorded in June 2002. Other than
this, the principal factors contributing to the losses during these periods were
the lack of  substantial  revenue  combined  with the  incurrence  of  operating
expenses.

     In the second quarter of 2003, we generated  sales revenues of $4,434,  all
of which  came from  sales of  titanium  dioxide  nanoparticles.  In the  second
quarter of 2002,  we generated  sales  revenues of $4,734 from sales of titanium
dioxide nanoparticles and lithium titanate nanoparticles.

     We have significantly  reduced our expenditures for mineral exploration and
development in order to conserve cash for operating requirements and development
of the titanium processing technology.  In addition,  certain employees who were
previously  involved in mineral exploration and development have been reassigned
to  research  and  development   work,   primarily   titanium   pigment  process
development. Accordingly, mineral exploration and development expenses decreased
by $191,422 from $206,589 in the second quarter of 2002 to $15,167 in the second
quarter  of  2003.  We  expect  our  expenditures  on  mineral  exploration  and
development to remain low throughout 2003.

     Our research and development  ("R&D") efforts in the second quarter of 2003
were  directed   principally  to   pharmaceuticals,   titanium  pigment  process

                                       13
<PAGE>


development and nanoparticle  products.  R&D expenses  increased by $38,348 from
$164,040  in the second  quarter of 2002 to $202,388 in the same period of 2003,
principally  as a result of  increased  staff  time  being  devoted to these R&D
projects  with a  resulting  decrease in time spent on mineral  exploration  and
development  activities.  We expect our R&D expenses for the remainder of fiscal
2003 to remain at levels higher than those of fiscal 2002.

     Professional services,  which consist principally of legal,  consulting and
audit expenses,  decreased by $72,159 from $229,367 during the second quarter of
2002 to $157,208  in the second  quarter of 2003.  In second  quarter  2002,  we
incurred  $134,000  in  consulting  costs,  primarily  for  assistance  with new
financing,  but in second  quarter  2003,  these costs were only  $27,000.  This
decrease  is  partially  offset by an  increase  in legal  expenses  of  $35,000
resulting  from an  increase in  financing  activities  and  related  regulatory
filings,  as  well  as  increased  patent  work  associated  with  the  titanium
processing technology.

     General and  administrative  expenses decreased by $39,036 from $638,086 in
second  quarter  of 2002 to  $599,050  in the same  period of 2003.  Shareholder
information  expenses  decreased by $29,000 as the result of a difference in the
timing of these expenses from year to year.  This timing  difference is expected
to  reverse in the third  quarter.  Stock  exchange  fees  decreased  by $23,000
principally due to a billing error by Nasdaq that resulted in an over-billing in
the second  quarter of 2002.  This error was corrected in the fourth  quarter of
2002. Rents decreased by $63,000 due to our purchase, in August 2002, of the 204
Edison Way building  that was  previously  leased.  However,  this  decrease was
partially  offset by an increase in property  taxes and utilities for the Edison
Way building of $48,000.  Sample  costs  decreased by $12,000 as more effort was
placed into  development  projects and less into sample  preparation.  Technical
operating costs such as laboratory supplies and small tools decreased by $21,000
as a  result  of our  efforts  to  reduce  expenditures.  These  decreases  were
partially offset by an increase in investor  relations expense of $32,000.  This
increase resulted from a new investor  relations program initiated in the second
quarter of 2003. In addition,  stock options expense increased by $23,000 as the
result of options granted to a service  provider,  and general insurance expense
increased by $7,000.

     During the second quarter of 2002, we recorded an asset  impairment for the
jig  assets  which  reduced  their  depreciable  balance  to zero.  As a result,
depreciation  is no  longer  recorded  for these  assets  and  depreciation  and
amortization expense decreased by $67,343 from $285,702 in the second quarter of
2002 to $218,359 in the second quarter of 2003.

     Interest expense  decreased by $162,420 from $308,539 in the second quarter
of 2002 to  $146,119  in the second  quarter of 2003.  The  decrease is due to a
reduction  in the  principal  balance of our note  payable to Doral 18, LLC (the
"Doral Note") from  $1,400,000 to $853,711 during the six months ended 2003, and
the effect of an amendment of the Doral Note in November 2002 which, among other
things,  reduced the balance  from  $2,000,000  to  $1,400,000.  The  accounting
guidance  provided by EITF 96-19,  Debtor's  Accounting  for a  Modification  or
Exchange of Debt Instruments,  required that the amended note be recorded at its
face amount  with no  discount,  whereas  the prior note had been  recorded at a
discount with subsequent  amortization of the discount to interest expense. This
elimination of the debt discount expense contributed to the decrease in interest
expense from second quarter 2002 to second quarter 2003.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002
-------------------------------------------------------------------------

        For the six  months  ended June 30,  2003,  the net loss  applicable  to
shareholders  was $2,828,057  ($.09 per share) compared to $6,267,785  ($.27 per
share) for the same period of 2002. Again, results for the six months ended June
30,  2002 were  significantly  affected  by an asset  impairment  of  $2,759,956
recorded in June 2002.

        During  the six months  ended  June 30,  2003,  sales  revenues  totaled
$24,711.   Of  this  amount,   $6,015  came  from  sales  of  titanium   dioxide
nanoparticles.  The remaining  $18,696 of revenues came from fees earned under a
services  agreement  entered into with a materials  company in  September  2002.
Under the terms of the services  agreement,  we tested the  materials  company's
mineral  concentrates in the production of titanium  dioxide  pigments using our
titanium  processing  technology.  The  testing is complete  and a proposal  for
further development work has been given to the materials company for evaluation.

        As explained above, we have  significantly  reduced our expenditures for
mineral  exploration and development  and have reassigned  certain  employees to
research and  development  work. As a result of this,  mineral  exploration  and
development  expenses  for the six  months  ended  June 30,  2003  decreased  by
$314,896 to $43,881 from $358,777 for the same period in 2002. In turn, research
and development  expenses  increased by $112,532 from $302,649 in the six months
ended June 30, 2002 to $415,181 in the same period of 2003.

                                       14
<PAGE>

        Professional  services  decreased by $113,874  from  $455,440 in the six
months  ended June 30, 2002 to  $341,566 in the same period of 2003.  Consulting
expenses,  which were incurred  primarily  for  assistance  with new  financing,
decreased from $250,000 in the six months ended June 30, 2002 to $105,000 during
the same period in 2003.  This decrease was  partially  offset by an increase in
legal expenses for  preparation of financing  documents and regulatory  filings,
and additional patent work.

        General and administrative expenses decreased by $89,326 from $1,246,214
during the six months  ended June 30, 2002 to  $1,156,888  in the same period of
2003.  Shareholder  information expenses decreased by $38,000 as the result of a
difference  in the  timing  of these  expenses  from year to year.  This  timing
difference  is expected to reverse in the third  quarter.  Stock  exchange  fees
decreased by $34,000  principally due to a billing error by Nasdaq that resulted
in an  over-billing  in the second quarter of 2002.  This error was corrected in
the fourth quarter of 2002. Rents decreased by $129,000 due to our purchase,  in
August 2002, of the 204 Edison Way building that was previously leased. However,
this  decrease was  partially  offset by an increase in utilities for the Edison
Way building of $82,000.  Sample  costs  decreased by $34,000 as more effort was
placed into  development  projects and less into sample  preparation.  Technical
operating costs such as laboratory supplies and small tools decreased by $44,000
as a  result  of our  efforts  to  reduce  expenditures.  These  decreases  were
partially offset by an increase in investor  relations expense of $76,000.  This
increase  resulted from new investor  relations  programs  initiated  during the
first six months of 2003.  In  addition,  stock  options  expense  increased  by
$23,000 as the result of options  granted  to a service  provider,  and  general
insurance expense increased by $10,000.

        During the second  quarter of 2002, we recorded an asset  impairment for
the jig assets which  reduced  their  depreciable  balance to zero. As a result,
depreciation  is no  longer  recorded  for these  assets  and  depreciation  and
amortization expense decreased by $134,417 from $571,401 in the six months ended
June 30, 2002 to $436,984 in the same period of 2003.

        Interest  expense  decreased by $330,545 from $596,837 in the six months
ended June 30, 2002 to $266,292 in the same period in 2003.  The decrease is due
to a reduction in the  principal  balance of the Doral Note from  $1,400,000  at
December 31, 2002 to $853,711 at June 30,  2003,  and the effect of an amendment
of the Doral Note in  November  2002  which,  among  other  things,  reduced the
balance from $2,000,000 to $1,400,000.  The accounting guidance provided by EITF
96-19,  Debtor's  Accounting for a Modification or Exchange of Debt Instruments,
required  that the amended note be recorded at its face amount with no discount,
whereas  the  prior  note  had  been  recorded  at a  discount  with  subsequent
amortization of the discount to interest  expense.  This elimination of the debt
discount  expense  contributed to the decrease in interest  expense from the six
months ended June 30, 2002 to the six months ended June 30, 2003.

Forward-Looking Statements

        This   Quarterly   Report  on  Form  10-Q   (this   "Report")   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 (including for pharmaceutical  use), licensing of the titanium processing
technology for pharmaceutical or other uses,  development of the centrifugal jig
and the Tennessee mineral property,  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, the following:

                                       15
<PAGE>

o        We have not generated any  substantial  operating  revenues and may not
         ever generate substantial revenues.

o        As shown in the  consolidated  financial  statements for the six months
         ended June 30, 2003, we incurred a net loss of  $2,651,585  for the six
         months  ended  June 30,  2003,  and  since the date of  inception  have
         incurred  cumulative  net  losses  of  $41,933,490.  At June 30,  2003,
         current liabilities exceeded current assets by $485,133. These factors,
         among others,  may raise  substantial doubt about the Company's ability
         to continue as a going concern.

o        We  may  not be  able  to  raise  sufficient  capital  to  meet  future
         obligations.  As described in this Report,  we need to raise additional
         capital in the short-term and in the long-term in order to continue our
         basic,  day-to-day  operations and continue development of the titanium
         processing  technology.  If we are unable to obtain sufficient capital,
         we may be unable  to meet  future  obligations  or  adequately  exploit
         existing  or future  opportunities,  and may be  forced to  discontinue
         operations.

o        The sale in the open market of recently  sold common  shares and common
         shares  issuable  upon the exercise of purchase  rights under  existing
         notes,  options and warrants may place downward  pressure on the market
         price of our common  shares.  Speculative  traders may  anticipate  the
         exercise of purchase  rights 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.

o        We have  pledged all of the  intellectual  property,  fixed  assets and
         common   stock  of  Altair   Nanomaterials,   Inc.,   our   second-tier
         wholly-owned  subsidiary,  to secure  repayment  of a Secured Term Note
         with a face value of  $1,400,000  issued on November 21,  2002.  Altair
         Nanomaterials,  Inc.  owns and operates  the titanium and  nanoparticle
         processing  technology we acquired  from BHP in 1999.  The Secured Term
         Note is also  secured  by a pledge of the  common  stock and  leasehold
         assets of Mineral Recovery  Systems,  Inc., which owns and operates our
         leasehold  interests in the Camden,  Tennessee  area.  The Secured Term
         Note is due and payable on March 31, 2004. If we default on the Secured
         Term Note,  severe  remedies  will likely be available to the holder of
         the Secured Term Note,  including  immediate seizure and disposition of
         all pledged assets.

o        In the short run, to the extent we generate any significant revenue, we
         expect such  revenue to come  through  the  licensing  of our  titanium
         processing technology,  specifically the pharmaceutical  application of
         the  technology  (i.e.   RenaZorb(TM))   and  the  application  of  our
         technology for large-scale titanium pigment production. With respect to
         both  possible  applications,  we  have  conducted,  and/or  interested
         parties have  conducted,  initial  testing,  and we are in  discussions
         regarding follow up testing that could reasonably lead to a significant
         license agreement. However, with respect to both possible applications,
         we have no formal or informal commitments to license our technology and
         cannot predict when, or if, any significant licensing agreement will be
         signed.  If we are unable to enter into such a license agreement during
         2003 (or otherwise consummate one or more significant  licensing,  sale
         or equity transactions), we will be forced to significantly curtail our
         operations and expenses, and our ability to continue as a going concern
         will be uncertain.

o        In the  short  run,  we  also  plan  to  use  the  titanium  processing
         technology to produce TiO2 nanoparticles, and we also intend to license
         the  technology to others.  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 our  TiO2
         nanoparticle  products.  In addition,  we have not yet entered into any
         agreements  to license the  technology.  We may be unable to recoup our
         investment  in  the  titanium   processing   technology   and  titanium
         processing equipment.

o        We have not completed  testing of, or developed a production  model of,
         any series of the jig. In part because of our liquidity shortage, we do
         not expect to complete  testing and  development  of the jig during the
         coming year and have determined to focus most of our limited  resources
         on  the  titanium  processing  technology.   We  may  never  develop  a
         production model of the jig.

o        Our capital shortage has also forced us to discontinue development work
         on the Tennessee mineral property and make only those expenditures that

                                       16
<PAGE>


         are necessary to maintain the property.  If additional  capital becomes
         available,  we intend to resume 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.  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.


        In  addition to the  foregoing,  we  recommend  that you review the risk
factors and other cautionary statements contained in the Company's other filings
with the  Securities  and Exchange  Commission,  including the Company's  Annual
Report on Form 10-K for the year ended December 31, 2002.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

        We do not have any derivative  instruments,  commodity  instruments,  or
other  financial  instruments  for trading or speculative  purposes,  nor are we
presently at risk for changes in foreign currency exchange rates.

Item 4.       Controls and Procedures

(a) Based on the  evaluation of our  "disclosure  controls and  procedures"  (as
defined in the  Securities  Exchange Act of 1934 Rules  13a-15(e) or  15d-15(e))
required by paragraph (b) of Rules 13a-15 or 15d-15, our chief executive officer
and our chief financial  officer,  have concluded that, as of June 30, 2003, our
disclosure controls and procedures were effective.

     (b) There have been no  changes  in our  internal  control  over  financial
reporting identified in connection with the evaluation required by paragraph (d)
of  Exchange  Act Rules  13a-15 or 15d-15 that  occurred  during our last fiscal
quarter that have materially  affected,  or are reasonably  likely to materially
affect, our internal control over financial reporting.

                           PART II - OTHER INFORMATION


Item 2.  Changes in Securities and Use of Proceeds

     Between May 20, 2003 and May 22, 2003, we sold 2,015,504  common shares and
1,007,753  Series 2003C  warrants in exchange  for  aggregate  consideration  of
$1,300,000 in a private placement to three institutional  accredited  investors.
The warrants  have an exercise  price of $1.35 per share and expire in May 2008.
Such 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 and Rule  506  promulgated  under  the
Securities  Act based upon the  following:  (a) each  investor  represented  and
warranted to the Company that it was an institutional  "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 an offering summary,  a copy of
the most recent Annual Reports on Form 10-K,  Quarterly Reports on Form 10-Q and
Current Reports 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.

                                       17
<PAGE>

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

        We held an Annual Meeting of  Shareholders on June 27, 2003 at which the
shareholders considered and voted as follows on the items described below:

        1. The shareholders considered whether to elect the following persons as
directors, each to serve until the next annual meeting of shareholders and until
his respective successor shall have been duly elected and shall qualify:
<TABLE>
<CAPTION>

        Name of Nominee             Votes For       Votes Withheld/Abstentions       Broker Non-Votes
<S>                                 <C>                      <C>                             <C>
        William Long                29,373,879               137,491                        -0-
        James Golla                 29,349,629               221,681                        -0-
        George Hartman              29,422,699               148,611                        -0-
        Robert Sheldon              29,393,299               178,011                        -0-
        Edward Dickinson            29,439,419               131,891                        -0-
</TABLE>


        2. The shareholders considered whether to appoint Deloitte & Touche, LLP
as auditors and  authorize  the Board of  Directors  to fix their  remuneration.
There were  29,471,755  votes cast in favor,  60,000 votes cast against,  39,555
votes withheld, and no broker non-votes, which vote was sufficient for approval.

        3. The shareholders  considered a proposal to authorize,  approve, adopt
and ratify the issuance of common  shares in connection  with note,  warrant and
equity transactions  between the Company and Doral 18, LLC. There were 8,587,577
votes cast in favor,  405,080 votes cast against,  104,095 votes  withheld,  and
20,474,558 broker non-votes, which vote was sufficient for approval.

        4. The shareholders considered a proposal to approve an amendment to the
by-laws of the Company related to the  indemnification of officers and directors
of the Company.  There were 29,063,352  votes cast in favor,  390,766 votes cast
against,  117,192  votes  withheld,  and no  broker  non-votes,  which  vote was
sufficient for approval.


Item 6.  Exhibits and Reports on Form 8-K

a)       See Exhibit Index attached hereto.

b)       On May 28,  2003,  the  Company  filed a  Current  Report  on Form  8-K
         supplying a pro-forma  balance sheet as of April 30, 2003 (with certain
         May 2003 transactions  included) showing in excess of $5,000,000 in net
         assets.  Such report was filed in order to certify to the NASD that the
         Company met  certain  shareholders'equity  requirements  related to its
         continued listing on the Nasdaq SmallCap Market.

                                       18
<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 Nanotechnologies Inc.



             August 13, 2003                By:  /s/ William P.  Long
                                                 ---------------------------
                 Date                                William P. Long,
                                                     Chief Executive Officer



             August 13, 2003                By:  /s/ Edward H. Dickinson
                                                 ---------------------------
                 Date                                Edward H. Dickinson,
                                                     Chief Financial Officer


                                       19
<PAGE>


<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

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


      4.1         Articles of Continuance                                Incorporated by reference to the Current
                                                                         Report on Form 8-K filed with the SEC on
                                                                         July 18, 2002


      4.3          Form of Series 2003C Warrant                          1ncorporated by reference to the Company's
                                                                         Iurrent Report on Form 8-K filed with the
                                                                         Commission on May 28, 2003, File No.
                                                                         C-12497.

      4.4          Form of Series 2003D Warrant                          Incorporated by reference to the Company's
                                                                         Registration Statement on Form S-3, File
                                                                         Ro. 333-106138, filed with the Commission
                                                                         on June 16, 2003.

      4.5          Amendment to Common Share Purchase Warrants dated     Incorporated by reference to the Company's
                   June 5, 2003                                          Registration Statement on Form S-3, File
                                                                         No. 333-106138, filed with the Commission
                                                                         on June 16, 2003.

     31.1         Section 302 Certification of Chief Executive           Filed herewith
                  Officer

     31.2         Section 302 Certification of Chief Financial           Filed herewith
                  Officer

     32.1         Section 906 Certification of Chief Executive           Filed herewith
                  fficer
                  O
     32.2         Section 906 Certification of Chief Financial           Filed herewith
                  Officer
</TABLE>


                                       20