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 SEPTEMBER 30, 2001

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


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

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






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

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






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

As of November 1, 2001, the registrant had 20,814,809 Common Shares outstanding.

<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>

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

                                                                        September 30,                   December 31,
                                                                            2001                            2000
                                                                        ------------                    ------------
                                     ASSETS
                                     ------
<S>                                                                     <C>                             <C>
Current Assets
   Cash and cash equivalents                                            $     17,728                    $  1,335,729
   Restricted cash                                                         1,750,851                       2,250,000
   Accounts receivable, net                                                   17,662                            --
   Other current assets                                                       29,029                         390,351
                                                                        ------------                    ------------
     Total current assets                                                  1,815,270                       3,976,080

Restricted Cash                                                              753,864                       1,750,000

Property and Equipment, net                                                6,181,968                       6,601,917

Patents and Related Expenditures, net                                      3,832,122                       4,111,740

Other Assets                                                                 137,036                         212,033
                                                                        ------------                    ------------

                          Total Assets                                  $ 12,720,260                    $ 16,651,770
                                                                        ============                    ============

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

Current Liabilities
   Accounts payable and accrued liabilitie                              $    608,554                    $    158,642
   Note payable - current portion                                          3,500,004                       3,500,004
   Capital lease obligations - current portion                                 6,813                          24,763
   Deferred revenue                                                           51,949                          57,957
                                                                        ------------                    ------------
     Total current liabilities                                             4,167,320                       3,741,366
                                                                        ------------                    ------------

Note Payable, Long-Term Portion                                            1,004,374                       2,687,181
                                                                        ------------                    ------------

Capital Lease Obligations, Long-Term Portion                                    --                             2,312
                                                                        ------------                    ------------

Commitments and Contingencies

Stockholders' Equity
   Common stock,  no par value,  unlimited
   shares  authorized; 20,578,909  and
   19,325,488    shares issued and outstanding
   at September 30, 2001 and December 31, 2000                            34,994,579                      32,388,589

   Stock subscription receivable                                            (561,300)
   Deficit accumulated during the development stage     )                (27,446,013)   )                (21,606,378)
                                                                        ------------                    ------------

                   Total Shareholders' Equity                              7,548,566                      10,220,911
                                                                        ------------                    ------------

           Total Liabilities and Shareholders' Equity                   $ 12,720,260                    $ 16,651,770
                                                                        ============                    ============
</TABLE>

                      (See notes to financial statements)

                                       2
<PAGE>




<TABLE>
<CAPTION>


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

                                                                                                                   Period
                                                                                                                April 9, 1973
                                                      Three Months Ended             Nine Months Ended            (date of
                                                        September 30,                   September 30,           inception) to
                                               ----------------------------    ----------------------------     September 30,
                                                   2001            2000            2001            2000             2001
                                               ------------    ------------    ------------    ------------     -------------

<S>                                            <C>             <C>             <C>             <C>               <C>
Revenues                                               None            None            None            None              None

Operating Expenses:
   Mineral exploration and development         $    154,642    $    456,587    $    754,396    $    824,292      $  5,742,284
   Research and development                         138,196         377,781         406,467       1,084,342         2,975,972
   Professional services                            139,051          63,266         452,707         230,377         2,423,531
   General and administrative expenses              591,676         761,343       2,162,481       1,901,043        11,185,318
   Depreciation and amortization                    287,240         309,433         851,933         927,379         4,231,139
                                               ------------    ------------    ------------    ------------      ------------
     Total operating expenses                     1,310,805       1,968,410       4,627,984       4,967,433        26,558,244
                                               ------------    ------------    ------------    ------------      ------------
Loss From Operations                              1,310,805       1,968,410       4,627,984       4,967,433        26,558,244
                                               ------------    ------------    ------------    ------------      ------------

Other (Income) Expense:
   Interest expense                                 307,035           1,929       1,341,302          83,796         2,844,176
   Interest income                                  (17,383)        (20,158)       (129,960)        (64,624)         (794,820)
   (Gain) Loss on foreign exchange                       99         (68,936)            308        (864,635)         (558,871)
                                               ------------    ------------    ------------    ------------      ------------
     Total other (income) expense, net              289,751         (87,165)      1,211,650        (845,463)        1,490,485
                                               ------------    ------------    ------------    ------------      ------------
Loss Before Extraordinary Items                   1,600,556       1,881,245       5,839,634       4,121,970        28,048,729
                                               ------------    ------------    ------------    ------------      ------------
Extraordinary Items:

   (Gain) on forgiveness of debt                       --              --              --              --            (795,972)

   Loss on redemption of
   convertible debentures                              --              --              --              --             193,256
                                               ------------    ------------    ------------    ------------      ------------
     Total extraordinary items                     (602,716)
                                               ------------    ------------    ------------    ------------      ------------
Net Loss                                       $  1,600,556    $  1,881,245    $  5,839,634    $  4,121,970      $ 27,446,013
                                               ============    ============    ============    ============      ============
Loss Before Extraordinary Items
    per Common Share:
   Basic and diluted                           $       0.08    $       0.10    $       0.30    $       0.24      $       3.99
Effect of  Extraordinary Items
    on Earnings per Share:
   Basic and diluted                                   --              --              --              --               (0.09)
                                               ------------    ------------    ------------    ------------      ------------
Loss per Common Share:
   Basic and diluted                           $       0.08    $       0.10    $       0.30    $       0.24      $       3.90
                                               ============    ============    ============    ============      ============
Weighted Average Shares:
   Basic and diluted                             20,494,270      17,934,870      19,706,588      16,864,989         7,034,448
                                               ============    ============    ============    ============      ============
</TABLE>

                      (See notes to financial statements)

                                       3
<PAGE>


<TABLE>
<CAPTION>

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

                                                                                                    Period
                                                                                                April 9, 1973
                                                                      Nine Months Ended           (date of
                                                                        September 30,           inception) to
                                                               ----------------------------     September 30,
                                                                    2001           2000             2001
                                                               ------------    ------------    ------------
<S>                                                            <C>             <C>             <C>
Cash Flows from Development Activities:
  Net loss                                                     $ (5,839,634)   $ (4,121,970)   $(27,446,013)
  Adjustments to reconcile net loss to net cash
  used in development activities:
   Depreciation and amortization                                    851,933         927,379       4,231,139
   Shares issued for services                                          --              --            99,926
   Shares issued for settlement of debt                                --              --            75,228
   Shares issued for property                                          --              --           159,166
   Issuance of stock options to non-employees                       142,082         424,062       2,987,533
   Issuance of stock options to employees                              --              --            78,220
   Issuance of stock warrants                                       374,181         420,182         794,363
   Amortization of discount on note payable                         309,330            --           321,382
   Loss on redemption of convertible debenture                         --              --           193,256
   Gain on forgiveness of debt                                         --              --          (795,972)
   Loss on disposal of fixed assets                                    --              --             1,945
   Gain on foreign currency transactions                               --          (864,669)       (559,179)
   Deferred financing costs written off                                --              --           515,842
  Changes in assets and liabilities
  (net of effects of acquisition):
   Restricted cash                                                1,495,285            --        (2,504,715)
   Accounts receivable                                              (17,662)           --           (17,662)
   Other current assets                                             361,322       1,066,480       2,051,923
   Other assets                                                      74,997         (16,200)        (94,609)
   Accounts payable and accrued liabilities                         449,912          55,066         339,340
   Deferred revenue                                                  (6,008)           --            51,949
                                                               ------------    ------------    ------------
    Net cash used in development activities                      (1,804,262)     (2,109,670)    (19,516,938)
                                                               ------------    ------------    ------------

Cash Flows from Investing Activities:
  Asset acquisition                                                    --              --        (2,422,417)
  Purchase of property and equipment                               (152,367)       (176,166)     (1,288,745)
  Purchase of patents and related expenditures                       16,287      (1,888,120)
                                                               ------------    ------------    ------------
    Net cash used in investing activities                          (152,367)       (159,879)     (5,599,282)
                                                               ------------    ------------    ------------
</TABLE>

                                                                     (continued)

                      (See notes to financial statements)

                                       4
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                                     Period
                                                                                                  April 9, 1973
                                                                      Nine Months Ended             (date of
                                                                        September 30,             inception) to
                                                                 -----------------------------     September 30,
                                                                    2001           2000                2001
                                                                  ------------    ------------    ------------
<S>                                                            <C>             <C>             <C>

Cash Flows from Financing Activities:
  Issuance of common shares for cash,
  net of share issue costs                                        $  2,024,727    $  9,155,069    $ 17,548,386
  Collection of stock subscription receivable                          561,300            --           561,300
  Issuance of convertible debenture                                       --              --         5,000,000
  Proceeds from exercise of stock options                               65,000         335,778       2,643,491
  Proceeds from exercise of warrants                                      --              --         3,903,995
  Issuance of notes payable                                               --              --         7,000,000
  Payment of notes payable                                          (2,012,399)     (6,498,931)     (8,822,844)
  Purchase of call options                                                --              --          (449,442)
  Redemption of convertible debentures                                    --              --        (2,250,938)
                                                                  ------------    ------------    ------------
    Net cash provided by financing activities                          638,628       2,991,916      25,133,948
                                                                  ------------    ------------    ------------

Net Increase (Decrease) in Cash and Cash Equivalents                (1,318,001)        722,367          17,728
Cash and Cash Equivalents, Beginning of Period                       1,335,729         153,580            None
                                                                  ------------    ------------    ------------
Cash and Cash Equivalents, End of Period                                     $               $               $
                                                                        17,728         875,947          17,728
                                                                  ============    ============    ============

</TABLE>

                                                 Nine Months Ended
                                                   September 30,
                                           ------------------------------
                                                2001           2000
                                           ------------------------------
Supplemental Disclosures:
  Cash paid for interest                      324,601         78,884
                                           ==============================
  Cash paid for income taxes                   None           None
                                           ==============================

Supplemental Schedule of Non-Cash Investing and Financing Activities:
For the Nine Months Ended September 30, 2000:
  - We  entered  into a capital  lease  obligation  of  $46,395  for  laboratory
    equipment.
  - We issued 648,594 shares of common stock as part of a repricing agreement.

For the Nine Months Ended September 30, 2001:
  - We issued  warrants for 150,000  common  shares for services  rendered.  The
    warrants had an estimated fair value of $162,520.
  - We issued  warrants for 300,000 common shares in connection  with amendments
    to the Doral 18, LLC.  note.  The warrants  had an  estimated  fair value of
    $368,092
  - We paid $97,743 of  principal  and $262,051 of interest on the Doral 18, LLC
    note through the  cancellation  of call options we held on 228,456 shares of
    our common stock.
  - In  accordance  with the terms of our note payable to Doral 18, LLC, we paid
    $59,727 of  interest  through the  issuance  of 22,899  shares of our common
    stock.

                                                                     (concluded)

                      (See notes to financial statements)

                                       5
<PAGE>

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

Note 1.  Basis of Preparation of Financial Statements

        These unaudited  interim  financial  statements of Altair  International
Inc. and its subsidiaries  (collectively,  "Altair", "We" or the "Company") have
been prepared in accordance  with the rules and regulations of the United States
Securities  and  Exchange   Commission  (the   "Commission").   Such  rules  and
regulations allow the omission of certain  information and footnote  disclosures
normally included in financial statements prepared in accordance with accounting
principles  generally  accepted in the United States,  so long as the statements
are not  misleading.  In the  opinion of  Company  management,  these  financial
statements and  accompanying  notes contain all adjustments  (consisting of only
normal recurring adjustments) necessary to present fairly the financial position
and  results of  operations  for the  periods  shown.  These  interim  financial
statements should be read in conjunction with the audited  financial  statements
and notes thereto contained in our Annual Report on Form 10-K for the year ended
December  31, 2000,  as amended and  restated by Amendment  No. 4 on Form 10-K/A
filed on June 8, 2001.

        Effective August 1, 2001, we began doing business under the name "Altair
Nanotechnologies,  Inc." We anticipated  submitting to the  shareholders  of the
Company at the next annual meeting an amendment to our articles of incorporation
formally  changing  our  name  to  "Altair  Nanotechnologies,   Inc."  Effective
September  1,  2001,  our  subsidiary  Altair  Technologies,  Inc.  changed  its
corporate name to Altair Nanomaterials,  Inc. to better reflect its focus on the
development and sale of nanomaterials products.

        Prior to fiscal  year 1998,  we prepared  our  financial  statements  in
accordance  with  accounting  principles  generally  accepted in Canada.  Due to
substantially  all of our operations being located in the United States, we have
elected to present  our  financial  statements  in  accordance  with  accounting
principles  generally  accepted in the United States of America  ("U.S.  GAAP").
Accordingly,   the  foregoing   unaudited  interim   financial   statements  are
denominated in U.S. Dollars and presented in accordance with U.S. GAAP.

        As shown in the consolidated  statements of operations,  we have not yet
achieved  profitable  operations.  We incurred a net loss of $5,839,634  for the
nine months ended  September 30, 2001 and a cumulative  loss of $27,446,013  for
the period April 9, 1973 (date of inception) to September 30, 2001. In addition,
as of September 30, 2001, our current liabilities exceeded our current assets by
$2,352,050. Our continuation as a going concern is dependent upon our ability to
generate  sufficient  cash flow to meet our  obligations  on a timely  basis and
ultimately to develop commercially viable products and processes and then attain
successful  operations.  We  are in  the  process  of  developing  the  titanium
processing technology,  exploring the Tennessee mineral property, and developing
the centrifugal jig. We have financed operations  primarily through the issuance
of equity securities (common stock,  convertible  debentures,  stock options and
warrants),  and by the issuance of a $7 million term note.  Additional financing
will be required to fund day-to-day  operations,  exploration  activities on the
Tennessee mineral property and development of the titanium processing technology
and  the  jig.  The  consolidated   financial  statements  do  not  include  any
adjustments  relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should we be unable to continue  as a going  concern.  At  September  30,  2001,
officers of the Company have provided cash advances of $43,000 to meet operating
requirements.  Through  November 1, 2001, we received  proceeds of $365,700 from
the  exercise of warrants  to purchase  our stock (see Note 5). We believe  that
cash receipts from anticipated sales,  funding through sales of common stock and
additional  warrant  exercises  will be sufficient to enable us to continue as a
going concern.

        The results of operations  for the three- and  nine-month  periods ended
September 30, 2001 are not necessarily  indicative of the results to be expected
for the full year.


Note 2. Summary of Significant Accounting Policies

        Basic net loss per common  share is  calculated  by dividing net loss by
the weighted average number of common shares  outstanding during the period. The
existence of stock options,  warrants,  and convertible  debentures  affects the


                                       6
<PAGE>

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

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.


Note 3.  Common Stock

        Common stock  transactions  during the nine months ended  September  30,
2001 were as follows:

<TABLE>
<CAPTION>

                                                                        Common Stock
                                                              ---------------------------------
                                                                                  Stated
                                                                  Shares          Amount
                                                              ---------------------------------
<S>                                                               <C>              <C>
         Balance, December 31, 2000                               19,325,488       $32,388,589
         Common stock issued on collection of stock
            subscription receivable                                  165,000
         Exercise of stock options                                    65,000           130,000
         Cancellation of stock held in escrow                       (266,146)
         Common stock issued through private placements            1,266,668         1,900,000
         Stock options issued to non-employees                                         142,082
         Warrants issued for services                                                  162,520
         Warrants issued in connection with amendment of
            note payable                                                               211,661
         Shares issued for payment of interest on
            Doral 18, LLC note                                        22,899            59,727
                                                              ---------------------------------
         Balance, September 30, 2001                              20,578,909       $34,994,579
                                                              =================================
</TABLE>

        During the nine months ended  September  30, 2001,  we issued  1,349,168
warrants in connection with the issuance of common stock.  The exercise price of
the warrants ranged from $2.50 to $5.00.


Note 4.  Note Payable

        Note  payable  consisted  of the  following  at  September  30, 2001 and
December 31, 2000:

<TABLE>
<CAPTION>

                                                   September 30, 2001                December 31, 2000
                                                  ----------------------           ----------------------
<S>                                                   <C>                               <C>
         Note payable to Doral 18, LLC             $     5,007,863                 $       7,000,000
         Less current portion                           (3,500,004)                       (3,500,004)
         Less discount resulting from allocation
           of debt proceeds to warrant                    (503,485)                         (812,815)
                                                  ----------------------           ----------------------
         Long-term portion of notes payable        $     1,004,374                 $       2,687,181
                                                  ======================           ======================
</TABLE>

        On June 7,  2001,  we  entered  into an  agreement  with  Doral 18,  LLC
("Doral")  which amended  certain  terms of the note payable.  We were given the
option to redeem  not more than  $1,652,252  and not less than  $500,000  of the
accrued  and  unpaid  monthly  payment  amounts,  with  the  addition  of a  10%
redemption  premium, if such redemptions were completed by the later of June 29,
2001 or the fifth day following the effective date of the registration statement
registering  the shares to be issued to Doral.  In  addition,  certain  exchange
right terms were amended,  and Doral waived the penalties  associated  with late
effectiveness  of the  registration  statement.  In  return,  we issued to Doral
warrants to purchase  300,000 common shares at an exercise  price of $3.00.  The
warrants  are  exercisable  at any time on or before the earlier of December 15,
2005 or the date 60 days after we provide  notice to the holder  that the market
price of the common  shares has been  equal to or greater  than  $12.00 for five
consecutive  days.  The  exercise  price is subject to  reduction  pursuant to a
formula set forth in the warrant.  The warrants have an estimated  fair value of
$368,000 as determined using the Black-Scholes pricing model.

                                       7
<PAGE>

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

Note 5.  Subsequent Events

        On  October  18,  2001,  we  reduced  the  exercise   price  of  255,000
outstanding  warrants  to $1.00 per share for a period of 45 days and we reduced
the exercise  price of 458,333  outstanding  warrants to $1.00 per share through
December  14,  2001.  As a result of these  repricings,  we recorded a preferred
warrant  dividend of $52,000 as of the  repricing  date.  The  warrants had been
previously  issued  with  exercise  prices  ranging  from $4.00 to $8.00.  As of
November 1, 2001, 365,700 warrants have been exercised  resulting in proceeds to
us of $365,700.

                                       8
<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, 2000 and  September 30, 2001 and the
material  changes in our results of operations and financial  condition  between
the three- and  nine-month  periods  ended  September 30, 2001 and September 30,
2000. 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, 2000, as
amended and restated by Amendment No. 4 on Form 10-K/A filed on June 8, 2001.


Overview

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

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

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

Results of Operations

        For the nine  months  ended  September  30,  2001,  net  losses  totaled
$5,839,634 ($.30 per share) compared to $4,121,970 ($.24 per share) for the same
period of 2000.  Principal  factors  contributing  to the  losses  during  these
periods were the absence of revenue  together  with the  incurrence of operating
expenses.


Three Months Ended  September 30, 2001 Compared to Three Months Ended  September
30, 2000
--------------------------------------------------------------------------------

        Mineral  exploration and development  expenses  decreased by $301,945 to
$154,642 in the third  quarter of 2001  compared  to  $456,587 in third  quarter
2000. We incurred $371,000 for pilot plant design and site work at the Tennessee
mineral  property during third quarter 2000.  Expenses  comparable to these were
not incurred in third quarter 2001,  as pilot plant  construction  was complete.
This decrease was partially offset by plant operating  expenses in third quarter
2001.

        Research  and  development  expense  decreased  from  $377,781  in third
quarter  2000 to $138,196  in third  quarter  2001.  On January 1, 2001 we hired
fourteen  former BHP  employees who had been  involved in the  development  of a
titanium processing  technology that we acquired from BHP in November 1999. When
we acquired  the  titanium  processing  technology,  we entered  into a services
agreement  with BHP under  which we  obtained  the  services  of these  fourteen
individuals,  and certain other BHP employees,  for the period November 15, 1999
through  December 31, 2000.  In the third quarter of 2000,  the cost  associated
with this  services  agreement  was  $342,000  and was charged to  research  and

                                       9
<PAGE>


development expense.  During the third quarter of 2001, of the $296,000 in total
salaries  and  overheads,  $79,000 was  allocated  to research  and  development
expense, resulting in a decrease of $263,000 in research and development expense
in third quarter of 2001 from third quarter of 2000. This decrease was partially
offset by  increased  expenses of $15,000  for  materials  used in research  and
development and $8,000 associated with a research agreement that we entered into
with the Massachusetts Institute of Technology in August 2000.

        Professional  services,  which consist principally of legal,  consulting
and audit  expenses,  increased  from $63,266  during the third  quarter 2000 to
$139,051 in the third quarter 2001. The increase is  attributable  to consulting
expenses  incurred in assisting us with  financing  activities.  These  expenses
increased  from  $9,000  during the third  quarter  2000 to $84,000 in the third
quarter 2001.

        General and  administrative  expenses  decreased  from $761,343 in third
quarter 2000 to $591,676 in the same period of 2001.  Options expense  decreased
by $501,000,  but this was  partially  offset by  increases  in other  expenses.
Salaries  and labor  overheads  increased  by  $146,000 to $259,000 in the third
quarter 2001 over the same  quarter in 2000,  as a result of hiring the fourteen
former BHP employees,  a marketing  manager and a general counsel.  Our titanium
processing  business  experienced  an  increase  of $133,000 to $ 227,000 in the
quarter  ended  September  30, 2001,  compared to the same quarter of 2000,  for
operating supplies, small tools, maintenance,  office supplies and production of
product  samples.  Our general  corporate  expenses  increased by $45,000 in the
third  quarter  of 2001  compared  to the same  quarter  of 2000 as a result  of
increased  investor  relations  expenses  of  $21,000,  bank  charges of $11,000
associated  with the letter of credit and  $13,000  for  insurance  and  general
office costs.

        On December  15,  2000,  we and an investor  entered  into a  Securities
Purchase  Agreement  pursuant  to which we issued to the  investor a  $7,000,000
Asset-Backed  Exchangeable  Term Note (the  "Note")  and a Warrant  to  purchase
350,000  common shares at an initial  exercise  price of $3.00 at any time on or
before December 15, 2005 (the "Warrant").  The Note,  Warrant and related rights
were sold to the  investor in exchange for  $7,000,000  (less  financing  fees).
Proceeds  from the Note were  allocated  between the Note and the  Warrant;  the
portion  allocated  to the  Warrant  resulted in a discount on the Note which is
being accreted to interest  expense over the term of the Note.  Interest expense
for the third  quarter of 2001 was  $307,035,  compared to  interest  expense of
$1,929 in the same quarter of 2000. The increase  results from interest  expense
of $161,000 on the Note,  amortization of the Warrant discount of $103,000,  and
amortization  of debt issue  costs of $25,000.  In  addition  to this,  interest
expense of $17,000 was incurred  related to the estimated fair value of warrants
issued to the investor in exchange  for the waiver of penalties  that would have
accrued due to late effectiveness of the registration  statement associated with
the Note and modification to the Note terms involving the redemption of exchange
amounts.

        The  purchase  price  for the  titanium  processing  technology  that we
acquired  from  BHP  was  stated  in  Australian  dollars  and  was  payable  in
installments  through August 2000.  During the third quarter of 2000, the United
States dollar strengthened  against the Australian dollar resulting in a gain on
foreign exchange of $69,000.

Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30,
2000
--------------------------------------------------------------------------------

        Mineral  exploration  and development  expenses  decreased by $69,896 to
$754,396 for the nine months ended  September  30, 2001.  During the nine months
ended  September 30, 2000, we incurred  $371,000 for pilot plant design and site
work at the Tennessee mineral  property.  During the nine months ended September
30, 2001, we completed the installation of the pilot plant and began testing the
facility.  In connection  with this, we incurred and expensed  costs of $135,000
for completion of fabrication  and  installation  of the pilot plant and $69,000
for internal  labor,  overheads,  supplies and  materials for  construction  and
subsequent  operation  of the  facility.  In addition,  we spent  $21,000 for an
initial  aerial  survey  in order to  obtain  detailed  topographic  data of the
Tennessee  mineral  property.  As a result,  we  incurred  $146,000  less in the
construction  of the pilot plant during the nine months ended September 30, 2001
than the comparable period of 2000. This decrease was partially offset by higher
plant operating costs in 2001.

        Research and development  expense  decreased by $677,875 from $1,084,342
in the nine months ended September 30, 2000 to $406,467 in the nine months ended
September  30, 2001.  The  decrease is  attributable  to the services  agreement
entered into upon our acquisition of the titanium processing technology from BHP
and the subsequent hiring of fourteen former BHP employees as described above in
"Three Months Ended  September 30, 2001 Compared to Three Months Ended September
30, 2000." In the nine months ended September 30, 2000, the cost associated with
the  services   agreement  was  $1,027,000  and  was  charged  to  research  and


                                       10
<PAGE>


development  expense.  During the nine months ended  September  30, 2001, of the
$851,000 in salaries and overheads for these  fourteen new  employees,  $257,000
was allocated to research and  development  expense,  resulting in a decrease of
$770,000 in research and development  expense in the nine months ended September
30, 2001 from the comparable  period of 2000.  Research and development  expense
also  decreased  by  $26,000  due  to  decreased  development  spending  on  the
centrifugal  jig. These  decreases were partially  offset by expenses of $76,000
associated with a research agreement that we entered into with the Massachusetts
Institute of  Technology in August 2000 and by expenses of $40,000 for materials
used in research and development.

        Professional  services  increased  from $230,377  during the nine months
ended  September  30, 2000 to $452,707 for the nine months ended  September  30,
2001.  During the nine months ended September 30, 2001, we hired new auditors to
audit our financial statements. As a result of this, our audit fees increased by
$145,000 in the nine  months  ended  September  30,  2001,  compared to the same
period of 2000. We also  experienced  an increase in legal fees from $105,000 in
the nine months  ended  September  30, 2000 to $141,000 in the nine months ended
September 30, 2001,  primarily as a result of preparation of regulatory  filings
and other documents  associated with recent financing  activities.  In addition,
consulting  fees increased  from $111,000 to $158,000,  primarily as a result of
consulting expenses incurred in connection with financing activities.

        General and administrative  expenses increased by $261,438 to $2,162,481
in the nine months ended September 30, 2001,  compared to $1,901,043 in the same
period of 2000.  Salaries and overheads increased by $593,000 to $893,000 in the
nine months ended  September 30, 2001,  compared to $300,000 for the same period
of 2000, as a result of hiring the fourteen former BHP employees,  the president
of Altair Technologies,  a marketing manager and a general counsel. With respect
to the titanium processing technology, we experienced an increase of $245,000 to
$497,000 in the nine months ended  September 30, 2001,  compared to $252,000 for
the same period of 2000,  for  operating  supplies,  small  tools,  maintenance,
office  supplies  and  production  of  product  samples.  These  increases  were
partially  offset by a  decrease  in the  expense  recognized  for  options  and
warrants  granted to  employees  and service  providers  of $569,000 in the nine
months ended September 30, 2001. These expenses  decreased from $844,000 in 2000
to $275,000 in 2001.

        Depreciation and amortization  expense  decreased by $75,446 to $851,933
in the nine months ended  September 30, 2001,  compared to $927,379 for the same
period of 2000,  principally as a result of lengthening the amortization periods
of certain patents.  The amortization  periods were extended to equal the patent
lives.

        Interest  expense  increased by $1,257,506  to  $1,341,302  for the nine
months ended  September 30, 2001 from $83,796 for the same period in 2000 due to
the Note and Warrant  discussed  above in "Three Months Ended September 30, 2001
Compared to Three Months Ended September 30, 2000." The increase is attributable
to interest  expense of $398,000,  amortization of the Warrant discount and debt
issuance  costs of  $384,000,  redemption  premiums  associated  with  principal
payments of $160,000 and fees in connection  with extending the deadline for the
effectiveness  of the registration  statement of $100,000.  In addition to this,
interest expense of $212,000 was incurred related to the estimated fair value of
the warrants issued to the investor in exchange for the waiver of penalties that
would have accrued due to late  effectiveness of the registration  statement and
modification to the Note terms involving the redemption of exchange amounts.  At
the same  time,  interest  income  has  increased  over the  nine  months  ended
September  30, 2000 due to interest  earned on the  proceeds  received  from the
Note.

        The  purchase  price  for the  titanium  processing  technology  that we
acquired  from  BHP  was  stated  in  Australian  dollars  and  was  payable  in
installments  through  August 2000.  During the nine months ended  September 30,
2000,  the United  States  dollar  strengthened  against the  Australian  dollar
resulting in a gain on foreign exchange of $864,000.


Liquidity and Capital Resources

        During the nine months ended  September  30, 2001, we incurred a loss of
$5,839,634,  which increased our accumulated deficit to $27,446,013 at September
30, 2001.

        Our  cash  and  short-term  investments  decreased  from  $1,335,729  at
December 31, 2000 to $17,728 at September 30, 2001,  principally  as a result of
cash used for operations and payment of principal and interest on the Note.

        The Note is in the principal  amount of $7,000,000 and bears interest at
a rate of 10% per  annum.  Under  the  Note,  we are  required  to make  monthly
payments  on or  before  the 15th day of each  calendar  month in the  principal


                                       11
<PAGE>


amount of $291,667 plus accrued interest through December 2002; however, we have
the option of electing not to make such monthly  payments,  in which case rights
to exchange  the monthly  payment  amount and accrued  interest for common stock
automatically  accrue  to the  holder  of the Note  (the  "Holder").  We filed a
registration  statement  (the  "Registration  Statement")  on January  22,  2001
registering  the resale of the common stock issuable to the Holder upon exercise
of this exchange right. On April 20, 2001, we entered into an agreement with the
Holder  under which we were  granted an  extension  of time in which to make the
Registration Statement effective in return for the payment of a fee of $100,000.
On June 7, 2001, we entered into another  agreement  with the Holder under which
we were  granted  the option to redeem up to  $1,652,252  of the unpaid  monthly
payment amounts with the addition of a 10% redemption premium. In addition,  the
Holder agreed to waive the penalties  associated with late  effectiveness of the
Registration  Statement and gave us the option to redeem the unexercised portion
of  exchange  rights  that  are  not  exercised   within  90  days  of  becoming
exercisable.  In return for this,  we granted  the Holder  warrants  to purchase
300,000 common shares at an exercise price of $3.00.  The warrants expire on the
earlier of  December  15, 2005 or the date 60 days  following  the fifth day the
closing price of our common shares equals or exceeds  $12.00.  The  Registration
Statement became effective on July 9, 2001.

        In connection with the issuance of the Note and the Warrant,  we agreed,
among  certain other  covenants,  to maintain a letter of credit in favor of the
Investor in an amount equal to 57.15% of the principal balance of the Note until
certain  conditions are met, after which the required  amount will be reduced to
50% of the  principal  balance of the Note.  The  letter of credit is  currently
secured by cash  proceeds from the issuance of the Note equal to the face amount
of the letter of credit.  Such cash proceeds are reflected as restricted cash in
the  Consolidated  Balance  Sheets.  On July  18,  2001,  we met the  conditions
required to reduce the letter of credit to 50% of the  principal  balance of the
Note and on July 26,  2001 we  received  proceeds  from the  letter of credit of
$357,761, being the difference between 57.15% and 50% of the principal balance.

        During the quarter  ended  September  30, 2001,  we sold 400,001  common
shares together with 400,001  warrants in private  placements for gross proceeds
of $600,000.  Half of the warrants are exercisable at $2.50 per share and expire
on the  earlier  of five  years  from  the  date of  issue  or the  date 60 days
following  the fifth day the closing  price equals or exceeds  $3.50.  The other
half of the  warrants  are  exercisable  at $3.50 per  share  and  expire on the
earlier of five years from the date of issue or the date 60 days  following  the
fifth day the  closing  price  equals or exceeds  $4.50.  Also  during the third
quarter,  45,000  options were  exercised  providing  us with gross  proceeds of
$90,000.

        On  October  18,  2001,  we  reduced  the  exercise   price  of  255,000
outstanding  warrants  to $1.00 per share for a period of 45 days and we reduced
the exercise  price of 458,333  outstanding  warrants to $1.00 per share through
December 14, 2001. The warrants had been previously  issued with exercise prices
ranging from $4.00 to $8.00. As of November 1, 2001, 365,700 of the warrants had
been exercised resulting in proceeds to us of $365,700.

        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 accelerated  development work on the titanium processing  technology and the
Tennessee mineral property,  and to expand our nanoparticle  production facility
when, and if, current capacity cannot keep pace with product sales. We expect to
generate  funds  through  additional  private  placements  of our common  stock,
additional  exercises of warrants,  sales of titanium dioxide  nanoparticles and
draws from restricted cash.

Forward-Looking Statements

        This Quarterly Report on Form 10-Q contains  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements
can  be  identified  by  the  use of  the  forward-looking  words  "anticipate,"
"estimate,"  "project,"  "likely,"  "believe,"  "intend,"  "expect,"  or similar
words.  These  statements  discuss  future  expectations,   contain  projections
regarding future developments,  operations,  or financial  conditions,  or state
other  forward-looking  information.  Statements  in this report  regarding  the
ability  of  the  Company  to  raise  working  capital  necessary  to  fund  our
operations,  development of the titanium  processing  technology and assets, the
centrifugal jig or any mineral properties, and any future acquisition activities
are forward-looking statements. You should keep in mind that all forward-looking
statements are based on management's  existing  beliefs about present and future
events outside of management's  control and on assumptions  that may prove to be
incorrect.

        Among the key factors  that may have a direct  bearing on the  Company's
operating results are various risks and uncertainties including, but not limited
to,  those  attributable  to the absence of operating  revenues,  the absence of


                                       12
<PAGE>

profits,  uncertainties  regarding the development and  commercialization of the
centrifugal  jig,  development  risks  associated  with  the  Tennessee  mineral
property,  risks related to the Company's proposed  development and exploitation
of the titanium processing technology and assets and uncertainties regarding the
Company's  ability to obtain capital  sufficient to pursue its proposed business
strategy.  Risk factors,  cautionary  statements and other conditions that could
cause actual  results to differ are contained in the Company's  filings with the
Securities  and Exchange  Commission,  including the Company's  Annual Report on
Form 10-K for the year ended  December  31,  2000,  as amended  and  restated by
Amendment No. 4 on Form 10-K/A filed on June 8, 2001.


                                       13
<PAGE>

                           PART II - OTHER INFORMATION


Item 2.  Changes in Securities and Use of Proceeds

        During the three-month  period ended September 30, 2001, we sold 400,001
common shares  together with 400,001  warrants in a private  placement for gross
proceeds of $600,000. Half of the warrants were Series 2001A Warrants, which are
exercisable  at $2.50 per share and expire on the earlier of five years from the
date of issue or the date 60 days  following  the  fifth day the  closing  price
equals or  exceeds  $3.50.  The other half of the  warrants  were  Series  2001B
Warrants,  which are exercisable at $3.50 per share and expire on the earlier of
five  years from the date of issue or the date 60 days  following  the fifth day
the closing price equals or exceeds $4.50.

         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 based upon the  following:  (a) the
investors  were a small  group of current  shareholders  of the Company who have
previously  purchased  common  shares from the Company in private  offerings and
closely follow the Company and its common shares, (b) each investor  represented
and warranted to the Company that it was an "accredited investor," as defined in
Rule 501 of  Regulation  D  promulgated  under the  Securities  Act and had such
background, education, and experience in financial and business matters as to be
able to evaluate the merits and risks of an  investment in the  securities;  (c)
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; (d) each investor was provided with a copy of the most recent Annual
Reports  on Form 10-K and Form  10-Q of the  Company  and all other  information
requested  by the  investor  with  respect  to the  Company,  (e) 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 (f) a legend  was  placed on the
certificates and other documents representing each such security stating that it
was restricted and could only be transferred if  subsequently  registered  under
the  Securities Act or  transferred  in a transaction  exempt from  registration
under the Securities Act.


Item 6.  Exhibits and Reports on Form 8-K

        (a)      See Exhibit Index attached hereto.

        (b)      No reports on Form 8-K have been filed during the third quarter
                 of 2001.


                                       14
<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.



      November 1, 2001                   By:/s/ William P. Long
      ----------------                      ------------------------------
            Date                                William P. Long, President




      November 1, 2001                   By:/s/ Edward H. Dickinson
      ----------------                      -----------------------------
            Date                                Edward H. Dickinson
                                                Chief Financial Officer


                                       15
<PAGE>

<TABLE>
<CAPTION>

                                  EXHIBIT INDEX


Exhibit                                                            Incorporated       Filed
   No.                      Exhibit                                by Reference      Herewith
------- --------------------------------------------------------- --------------   -------------
<S>                                                                     <C>        <C>
3.1     Articles of Incorporation of the Registrant                     (1)
3.2     Amendment to Articles of Incorporation of the                   (2)
        Registrant dated November 6, 1996
3.3     Bylaws of the Registrant                                        (1)
10.1    Repricing Amendment to Common Share Purchase Warrants                      X
10.2    Amendment to Common Share Purchase Warrants                                X
</TABLE>


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


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

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