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               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, 1997

|_| 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 NO |_|



      As of June 30, 1997, the registrant had 15,218,245  shares of Common Stock
outstanding.




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--------------------------------------------------------------------------------


                                      i

<PAGE>



                        PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

                           ALTAIR INTERNATIONAL INC.
                          CONSOLIDATED BALANCE SHEETS
                     (Expressed in United States Dollars)

<TABLE>
<CAPTION>


                                                              June 30,     December 31,
                                                                1997          1996
                                                             (unaudited)   (audited)
                                                            -------------  ----------

                                             ASSETS

Current
<S>                                                            <C>         <C>       
  Cash and term deposits                                       $3,577,514  $3,270,161
  Advances and accounts receivable                                 19,403      13,556
                                                            -------------  ----------

                                                                3,596,917   3,283,717

Capital
  Office equipment, vehicles, testing and mining
   equipment.  (Cost, net of amortization)                        378,058     257,018

Centrifugal jig patents and related expenditures
  (Cost, net of amortization)                                   4,074,669   4,365,064

Mineral properties and related deferred
  exploration expenditures                                        283,380     126,302

Goodwill, net                                                      10,789      10,789
                                                            -------------  ----------

                                                               $8,343,813  $8,042,890
                                                            =============  ==========

                                          LIABILITIES

Current
  Accounts payable and accrued liabilities                     $  169,058  $  155,729
  Current portion of notes payable                                            153,036
                                                            -------------  ----------

                                                                  169,058     308,765

Notes payable                                                     259,214     269,685
                                                            -------------  ----------

                                                                  428,272     578,450
                                                            -------------  ----------

                                      SHAREHOLDERS' EQUITY

Capital stock issued
  15,118,245 common shares (1996 - 14,686,296                  12,775,329  11,421,004
 shares)
                                                            -------------  ----------

Deficit
  Balance, beginning of period                                  3,956,564   3,347,808
  Net loss for period                                             903,224     608,756
                                                            -------------  ----------

  Balance, end of period                                        4,859,788   3,956,564
                                                            -------------  ----------

Total Shareholders' Equity                                      7,915,541   7,465,440
                                                            -------------  ----------

                                                              $ 8,343,813 $ 8,042,890
                                                            =============  ==========
</TABLE>



                                      ii

<PAGE>



                           ALTAIR INTERNATIONAL INC.
           CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL CONDITION
                     (Expressed in United States Dollars)

<TABLE>
<CAPTION>



                                                                       Six Months Ended
                                                                            June 30
                                                              ----------------------------------

                                                                    1997                1996
                                                                (unaudited)         (unaudited)

                                                              --------------      --------------

Cash provided by (used in)
  Operating activities
<S>                                                            <C>                  <C>       
    Net (loss) income for period                               $  (903,224)         $  130,281
    Item not requiring an outlay of cash:
      Amortization                                                 314,499             128,037
                                                              --------------      --------------

                                                                  (588,725)            258,318

    Changes in non-cash working capital balances:
      Increase in advances and accounts receivable                  (5,847)             36,060
      Increase in accounts payable and accrued liabilities        (139,708)            423,540
                                                              --------------      --------------

                                                                  (734,280)            717,918
                                                              --------------      --------------

  Investing activities
    Mineral properties and deferred exploration expenditures      (157,078)            (15,176)
    Purchase of capital assets                                    (137,236)            (27,017)
    Centrifugal jig patents and related expenditures                (7,907)         (4,256,803)
                                                              --------------      --------------

                                                                  (302,221)         (4,298,996)
                                                              --------------      --------------

  Financing activities
    Issuance of common shares for shares of subsidiary                   --           2,522,571
    Issuance of common shares for cash (net of subscriptions
      receivable of $153,385 in 1996)                            1,354,325           2,410,755
    Increase (decrease) in notes payable                           (10,471)            115,000
                                                              --------------      --------------

                                                                 1,343,854           5,048,326
                                                              --------------      --------------

Increase in cash                                                   307,353           1,467,248

Cash and short term investments, beginning of period             3,270,161             310,146
                                                              --------------      --------------

Cash and short term investments, end of period                 $ 3,577,514       $   1,777,394
                                                              ==============      ==============

</TABLE>


                                     iii

<PAGE>



                           ALTAIR INTERNATIONAL INC.
               CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
                     (Expressed in United States Dollars)
                                  (Unaudited)

<TABLE>
<CAPTION>


                                             Three Months Ended                Six Months Ended
                                                  June 30,                         June 30,
                                    -----------------------------------------------------------------

                                        1997              1996              1997             1996
                                    ------------      -------------      -----------      -----------

Expenses:
<S>                                  <C>               <C>               <C>              <C>       
  Professional fees                  $   90,743        $  46,399         $  173,895       $   74,440
  Wages and administration               62,109          147,450            108,007          196,918
  Development and testing                34,740               --             62,134               --
  General and office                     23,729            9,506             41,795           22,362
  Shareholders' meetings and reports     63,734            7,878             81,885           30,954
  Public relations                       31,043            4,195             55,026           12,444
  Occupancy costs                        12,921            7,640             20,443           11,584
  Travel                                 26,607            1,660             41,552            3,788
  Transfer agent's fees                   6,371            5,054              9,170            7,388
  Insurance                               3,834            1,894              6,356            4,009
  Accounting and corporate services       1,885            6,375              3,673            8,390
  Government fees and taxes               1,906            1,082              3,092            3,797
  Stock exchange fees                       757              956              1,639            2,780
  Bank charges                              305              133                588              293
  Loss (gain) on foreign exchange       (17,601)          18,286             19,364           17,004
  Amortization                          159,626          125,226            314,499          128,037
                                    ------------      -------------      -----------      -----------

                                        502,709          383,734            943,118          524,188

  Interest on notes payable               4,330              456              8,660            2,757
  Interest and miscellaneous income     (16,962)          (4,763)           (48,554)          (4,763)
                                    ------------      -------------      -----------      -----------

Loss from Operations                $   490,077        $(379,427)         $ 903,224        $(522,182)

Forgiveness of Debt                          --         (652,463)                --         (652,463)
                                    ------------      -------------      -----------      -----------

Net (income) loss for period           $490,077        $(273,036)          $903,224        $(130,281)
                                    ============      =============      ===========      ===========

Net (income) loss per share         $      0.03       $    (0.02)        $     0.06       $    (0.01)
                                    ============      =============      ===========      ===========

Net income per share on gain
from forgiveness of debt            $      0.00       $     0.04         $     0.00       $     0.04
                                    ============      =============      ===========      ===========

</TABLE>

                                            iv

<PAGE>



                           ALTAIR INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 1.  Basis of Preparation of Financial Statements

      These unaudited interim financial statements of Altair International, Inc.
and subsidiaries (collectively,  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 generally accepted principles, 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 the Company's  Annual Report filed on
Form 10-K for the year ended December 31, 1996, as amended by Amendment No. 1 to
the Company's  Annual Report on Form 10-K/A filed with the Commission on June 9,
1997.

      The  Company  is  a  Canadian   corporation  and  prepares  its  financial
statements in accordance with generally accepted accounting principles in Canada
("Canadian GAAP"). The Company's  financial  statements for the 1996 fiscal year
were denominated in Canadian currency. The Company's operations are now centered
in the United States, and the Company determined  effective January 1, 1997 that
its functional  currency is the U.S. Dollar.  Accordingly,  although the Company
continues to follow Canadian GAAP, the foregoing unaudited financial  statements
are, and the Company's  subsequent  financial statements will be, denominated in
U.S. Dollars.

      Certain  prior year  amounts  have been  reclassified  to conform with the
current year presentation,  but these reclassifications do not affect previously
reported net income or retained earnings.

      The results of operations for the three-month and six-month  periods ended
June 30, 1997 are not  necessarily  indicative of the results to be expected for
the full year.

Note 2.  Differences  between  Canadian  and  United  States  Generally Accepted
         Accounting Principles

      Canadian  GAAP  conforms,  in  all  material  respects,   with  accounting
principles  generally  accepted in the United  States ("U.S.  GAAP"),  except as
described below.

Statement of Changes in Financial Position

      The U.S. Financial  Accounting Standards Board (FASB) issued its Statement
of  Financial  Accounting  Standards  No. 95 (SFAS No. 95)  effective  for years
ending after July 15, 1988.  SFAS No. 95, which is entitled  "Statement  of Cash
Flows",  established  standards for cash flow reporting with its primary purpose
being to provide  information  about the cash  receipts and cash  payments of an
entity during the period. Canadian GAAP dealing with the statement of changes in
financial  position  is based  on a broad  concept,  embracing  all  changes  in
financial  position.  The following are the  Statements of Cash Flow prepared in
accordance with U.S. GAAP for each of the six-month  periods ended June 30, 1996
and June 30, 1997:



                                      v

<PAGE>




                           ALTAIR INTERNATIONAL INC.
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                     (Expressed in United States Dollars)

<TABLE>
<CAPTION>



                                                           Six Months Ended
                                                               June 30,
                                                 -------------------------------------

                                                       1997                 1996
                                                   (unaudited)           (unaudited)
                                                 ----------------      ---------------

Cash flows from operating activities
<S>                                               <C>                    <C>        
  Net (loss) income for period                    $   (903,224)          $  130,281
  Adjustment to reconcile net loss for period
  to net cash (used):                                                       128,037
    Amortization                                       314,499
                                                 ----------------      ---------------

                                                      (588,725)             258,318

  Changes in assets and liabilities:
    Advances and accounts receivable                    (5,847)              36,060
    Accounts payable and accrued liabilities          (139,708)             423,540
                                                 ----------------      ---------------

Net cash provided by (used in) operating              (734,280)             717,918
activities
                                                 ----------------      ---------------

Cash flows from investing activities
  Purchase of mineral properties and related
    deferred exploration expenditures                 (157,078)             (15,176)
  Purchase of capital assets                          (137,236)             (27,017)
  Purchase of Centrifugal jig patents and related
    expenditures                                        (7,907)          (4,256,603)
                                                 ----------------      ---------------

Net cash (used in) investing activities               (302,221)          (4,298,996)
                                                 ----------------      ---------------

Cash flows from financing activities
  Issuance of common shares for shares of                   --            2,522,571
  subsidiary
  Issuance of common shares for cash                 1,354,325            2,410,755
  Notes payable                                        (10,471)             115,000
                                                 ----------------      ---------------

Net cash provided by financing activities            1,343,854            5,048,326
                                                 ----------------      ---------------

Net increase in cash                                   307,353            1,467,248

Cash, beginning of period                            3,270,161              310,146
                                                 ----------------      ---------------

Cash, end of period                               $  3,577,514         $  1,777,394

                                                 ================      ===============
</TABLE>



      Under  Canadian  GAAP,  there is no  requirement to disclose the Company's
policy for determining which items are treated as cash  equivalents.  Under U.S.
GAAP cash equivalents are short-term, highly-liquid investments that are readily
converted to known  amounts of cash and are so near their  maturities  that they
present an insignificant  risk of change in value because of changes in interest
rates.

      The cash and term deposits on hand as of June 30, 1997  represent cash and
term deposits with maturity dates of less than 30 days which are considered cash
equivalents under U.S. GAAP.


                                      vi

<PAGE>




Development Stage Company

      As of June 30, 1997, the Company would be  characterized as a "development
stage  enterprise"  under U.S.  GAAP due to Statement  of  Financial  Accounting
Standards No. 7 (SFAS 7). Under Canadian GAAP, there are no requirements for the
indication or reporting of development stage entities.

Income Taxes

      Under  Canadian  GAAP,  income taxes are  accounted for under the deferral
method.  Under U.S. GAAP, companies must follow the requirements of Statement of
Financial  Accounting Standards No. 109 (SFAS 109) which requires the use of the
asset/liability method for measurement of tax liabilities,  wherein deferred tax
assets are recognized as well as deferred tax liabilities.

      The Company has significant non-capital loss carryforwards. SFAS 109 would
require the recognition of a long-term tax asset for the future benefit expected
from the application of these carryforwards to future profitable years. If it is
expected that the entire amount of non-capital  loss  carryforwards  will not be
utilized, then a valuation allowance is applied to the asset to reasonably state
the asset at its expected  value.  Under SFAS 109,  disclosure  of the amount of
valuation  allowance  is  required.  As of  December  31,  1996,  the  valuation
allowance is equal to 100% of the  deferred  tax asset.  Changes in the value of
the deferred asset are recognized each year as income tax expense.

Stock Options

      Of the Common Share stock options outstanding at June 30, 1997,  1,007,000
(1996  year end -  415,000)  are  currently  exercisable.  As of June 30,  1997,
703,000  (1996 year end - 723,630)  Common  Shares are available for granting of
options. The following summary sets out the activity in the stock options.

<TABLE>
<CAPTION>

                                                             First Six      Second
                                              Fiscal Year      Months       Quarter
                                                  1996          1997         1997
                                                  ----          ----         ----
                                              
            <S>                                 <C>           <C>         <C>     
            Outstanding at beginning of period  $677,000      $745,000    $722,000
            Granted during the period            770,000       350,000     325,000
            Exercised at an average price of
              $1.03 (1st Six Month 1997 - $5.40;
              2nd Quarter 1997 - $5.00)         (702,000)      (88,000)    (40,000)
                                                ---------    ----------   --------
            Outstanding at end of period         745,000     1,007,000   1,007,000
                                                ---------   ----------   ---------
</TABLE>

      Under Canadian GAAP, there is no requirement to record compensation on the
issue of stock options to employees or directors.  Under U.S. GAAP, compensation
would be  accrued  at the date of  granting  of the  options  calculated  as the
difference between the market price and exercise price at the date of grant. For
the fiscal year ended  December  31, 1996 and the first six months of 1997,  the
exercise  price of all stock  options  granted has been equal to or greater than
the market price on the date of the grant and  therefore the  compensation  cost
under U.S. GAAP would be $Nil.


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

      The  following  discussion  summarizes  the results of  operations  of the
Company  and changes in its  financial  condition  for the three- and  six-month
periods ended June 30, 1997 and 1996,  respectively.  This discussion  should be
read in conjunction with the  Management's  Discussion and Analysis of Financial
Condition  and Result of Operations  included in the Company's  Annual Report on
Form 10-K for the year ending  December 31, 1996,  as amended by Amendment No. 1
to the Company's  Annual Report on Form 10-K/A filed with the Commission of June
9, 1997. Unless otherwise specified,  all amounts set in this Part I, Item 2 are
in U.S. Dollars.


                                     vii

<PAGE>




Overview

      From inception through the end of 1993, the Company's  business  consisted
principally of acquisition and development of mineral  properties.  During 1994,
the Company's  focus changed,  and the Company became  primarily  engaged in the
acquisition,  development and testing of mineral processing equipment for use in
the recovery of fine, heavy mineral particles,  including gold and environmental
contaminates.

      During November 1994, the Company  executed an option agreement to acquire
Trans Mar, Inc.  ("Trans Mar"), a development  stage  enterprise which owned all
patent rights to the Centrifugal Jig ("CJ"), an apparatus for the separation and
recovery  of fine heavy  mineral  particles.  The  Company  funded  $373,955  of
option-related costs during 1994 and 1995. Subsequently,  during early 1996, the
Company  renegotiated  the  acquisition   agreement  and  acquired  all  of  the
outstanding common stock of Trans Mar (the "Trans Mar Merger").  The acquisition
was accounted  for as a purchase by the Company,  which agreed to issue to Trans
Mar's  shareholders  1,920,000  shares of the  Company's  common stock  ("Common
Shares")  over a 5 year  period and  580,000  warrants  entitling  the holder to
purchase one Common Share for $2.00 until March 1, 1997.

      The effective  purchase price paid by the Company to acquire Trans Mar was
$5,115,693.  This  consisted of  $3,455,923 of Common Shares issued to Trans Mar
shareholders  (1,919,557  Common  Shares with a deemed value of $1.80 per share)
and the  absorption  of Trans Mar's  assets and  liabilities,  with  liabilities
exceeding  assets by  $1,659,770  on February 29, 1996.  The purchase  price was
allocated to CJ patents and development costs.

      Prior  to  1994,  the  Company  operated  its  minerals   business  as  an
exploration  stage company,  in that it intended to receive income from property
sales,  joint ventures,  or other business  arrangements  with larger companies,
rather than developing and placing its properties into production on its own. At
present, there are no business arrangements or joint venture prospects involving
the  Company's  properties  or potential  property  sales from which the Company
expects to receive  income.  No royalty  income has been received in the past by
the Company.

      There  can be no  assurance  that  the  development  and  testing  program
undertaken by the Company will demonstrate the CJ to be economically  attractive
to end users. Accordingly, there is no assurance of successful operations.

Results of Operations

      The Company has earned no  operating  revenues to date.  Operating  losses
before  extraordinary  items totaled $903,224 ($0.06 per share) during the first
six months of 1997 and $522,182  ($0.04 per share) during the comparable  period
of 1996. Operating losses before extraordinary items for the three months ending
June 30, 1997 and 1996 were $490,077  ($0.03 per share) and $379,427  ($0.03 per
share), respectively.  Principal factors contributing to the losses during these
periods were the absence of revenue,  coupled with the  incurrence  of operating
expenses.

      Operating  expenses increased from $524,188 during the first six months of
1996 to $943,118 during the same period of 1997. Of the $943,118 total operating
expenses  incurred during the first six months of 1997,  $314,499,  representing
33% of total  operating  expenses,  related  to  amortization  of the  Company's
assets,  as compared to $128,037 (24% of total  operating  expenses)  during the
comparable  period in 1996.  Increases  in  amortization  are due  primarily  to
amortization of CJ patent and  development  costs resulting from the acquisition
of the CJ  through  the Trans Mar  Merger in March,  1996.  Operating  expenses,
exclusive of  amortization,  increased from $396,151 during the first six months
of 1996 to  $628,619  during  the first  six  months  of 1997 due  primarily  to
increased   activity  in  testing  and  developing  the  CJ  and  its  potential
applications.  In this  regard,  subsequent  to the first  quarter of 1996,  the
Company  expanded into new leased space in Reno,  Nevada and increased the level
of  staffing  in  Reno  from  one to  four  employees.  In  addition,  increased
expenditures for professional  fees,  largely legal costs,  were required due to
new  requirements  associated with NASDAQ trading,  filings with the Commission,
and aggressive  enforcement of the Company's licenses and patent rights. Changes
in operating  expenses between the second quarter of 1996 and the second quarter
of 1997 do not differ  materially  from  changes  in the year to date  operating
expenses outlined in the preceding discussion.

      As a result of the Company's  acquisition  of Trans Mar, Fine Gold assumed
all of the Trans Mar  liabilities.  During the second quarter of 1996, Fine Gold
entered into agreements  extinguishing certain of the Trans Mar accounts payable


                                     viii

<PAGE>



at less than the book amounts of such debt. The net of such  forgiveness of debt
was $652,463 and resulted in an extraordinary gain of $0.04 per share during the
six months ended June 30, 1996.  There have been no  extraordinary  items during
1997. 

Liquidity and Capital Resources

      The Company has financed its operations  since inception  primarily by the
issuance of equity  securities  (Common  Shares and warrants to purchase  Common
Shares) with aggregate net proceeds $12,275,329 as of June 30, 1997. The Company
received  cash  proceeds  totaling  $1,354,325  from the exercise of options and
warrants to acquire Common Shares during the first six months of 1997.

      The Company has earned no revenues  and has incurred  recurring  losses in
operations.   On  December  31,  1996  the  Company's  accumulated  deficit  was
$3,956,564. The deficit increased by $903,224 to $4,859,788 during the first six
months of 1997 due to operating losses during that period.

      The Company currently  maintains working capital which management believes
will be  sufficient  for the  Company's  needs  during the present  fiscal year;
however,  there can be no assurance that the Company will be able to continue to
raise capital to fund the Company's long-term capital requirements.  The Company
received  $1,354,325  in proceeds  from the  exercise of options and warrants to
purchase  Common Shares during the first six months of 1997.  This increased the
amount of cash and short-term investments held by the Company from $3,270,161 as
of December 31, 1996 to $3,577,514 as of June 30, 1997. Correspondingly, working
capital  increased  from  $2,974,952 as of December 31, 1996 to $3,427,859 as of
June 30, 1997.

      The Company  continues to use its working capital to invest in the testing
and  development  of its  primary  asset,  the  CJ,  and to  invest  in  mineral
properties suitable for development and processing with the CJ. During the first
six months of 1997,  the  Company  invested  $157,078 in the  Company's  Camden,
Tennessee mineral property and made additional capital investments to build a CJ
test  facility  in  Reno,  Nevada,  file  patent  applications,   and  construct
additional CJ's including a scaled up 30 inch diameter model.

                          PART II - OTHER INFORMATION

Item 2.  Changes in Securities.

      Recent Sales of Unregistered Securities

      During the second  quarter of 1997,  the  Company  issued  100,000  Common
Shares upon the exercise of warrants or options it had issued during fiscal year
1996.  Following is a summary of all  securities  of the Company sold during the
second  quarter of 1997 that were not  registered  under the  Securities  Act of
1933, as amended (the "Securities Act"). Unless otherwise indicated, all amounts
set forth below are stated in Canadian dollars.

      On or about June 21,  1996,  the Company  privately  placed with a foreign
business entity 60,000 units (the "Units"),  each consisting of one Common Share
and one Series H Warrant, for total cash consideration of $210,000.  Each Series
H Warrant  entitles  the holder to purchase one Common Share at a price of $4.50
per share until  December 21,  1997.  On or about April 3, 1997,  60,000  Common
Shares  were  issued  pursuant  to  the  exercise  of  Series  H  Warrants.  The
above-described  transaction  was effected in reliance upon the  exemption  from
registration provided by Section 4(2) of the Securities Act and/or Regulation D,
based on a number of factors, including the following: (1) the purchaser entered
into a  subscription  agreement in which the purchaser  represented  that it was
acquiring the Common Shares for  investment  purposes,  had no present intent of
selling,  distributing  or disposing  of any portion of the Units,  and had such
knowledge and  experience in financial and business  matters as to be capable of
evaluating  the merits and risk of its  investment  in the Units and bearing the
economic risks of such investment; (2) the subscription agreement explained that
none of the  Units,  Common  Shares,  or  Series  H  Warrants  were or  would be
registered  under the  Securities Act and that none could be sold or transferred
except pursuant to an effective registration statement or an exemption under the
U.S.  Securities Act; (3) no general  solicitation  or advertising  preceded the
execution of the subscription agreement or issuance of Common Shares.

      The Company maintains an incentive Stock Option Plan pursuant to which the
Company from time to time grants employee,  certain insiders,  and other service
providers  options to purchase  Common Shares.  On April 30, 1997, May 12, 1997,
and June 6, 1997, a director of a subsdiary of the Company  exercised options to
purchase a total of 40,000  Common  Shares at a price of $5.00 per  share.  This
transaction  was  effected in reliance  upon the  exemptions  from  registration
provided by Section 4(2) of the Securities Act and/or Regulation D.

                                      ix

<PAGE>





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

      The Company held an Annual and Special  Meeting of Shareholders on June 3,
1997 at which the Company's shareholders  considered and voted as follows on the
items described below:

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



               Name of Nominee    Votes For  Votes Withheld/Against

               William Long       6,731,297  5,734

               James Golla        6,731,297  5,734

               George Hartman     6,731,297  5,734

               Robert Sheldon     6,731,297  5,734




      2. The shareholders of the Company considered whether to appoint McGovern,
      Hurly,  Cunningham,  as auditors of the Company and authorize the Board of
      Directors to fix their  renumeration.  There were 6,725,518  votes cast in
      favor and 11,513 votes against or withheld.


      3.  The  shareholders  considered  whether  a  resolution  authorizing  an
      amendment to the Stock Option Plan of the Company (the "Plan")  increasing
      the number of Common  Shares  reserved  for  issuance  on the  exercise of
      options  granted  pursuant  to the Plan from  2,000,000  Common  Shares to
      2,500,00 Common Shares.  There were 1,576,816 votes cast in favor, 250,924
      votes against or withheld, and 4,909,291 abstentions or broker non-votes.


Item 6.  Exhibits and Reports on Form 8-K

      (a)   See Exhibit Index attached hereto.

      (b) No reports on Form 8-K have been  filed  during the second  quarter of
          1997.


                                      x

<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.


      August 14, 1997                 By:  /s/ William Long
     -----------------                   ----------------------------------
         Date                              William Long, President


      August 14, 1997                 By:  /s/ Patrick Costin
     -----------------                   ----------------------------------
         Date                              Patrick Costin, Vice-President
                                           and Principal Financial Officer

                                      xi

<PAGE>


                           ALTAIR INTERNATIONAL INC.

                                 EXHIBIT INDEX

Regulation S-K
 Exhibit No.          Description
--------------      ------------------------------------------------------------

    3(i)             Articles  of  Incorporation,  as amended  (incorporated  by
                     reference to the Company's  Registration  Statement on Form
                     10-SB filed with the Commission on November 25, 1996).

    3(ii)            Bylaws   (incorporated   by  reference  to  the   Company's
                     Registration   Statement  on  Form  10-SB  filed  with  the
                     Commission on November 25, 1996).

     27              Financial Data Schedule





                                     xii