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

                                    FORM 10-Q

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

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


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


        Canada                           1-12497                  33-1084375
----------------------------      ---------------------      -------------------
(State or other jurisdiction      (Commission File No.)        (IRS Employer
    of incorporation)                                        Identification No.)

                                 204 Edison Way
                               Reno, Nevada 89502
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (775) 858-3750



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

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



   As of May 13, 2004 the registrant had 48,757,974 Common Shares outstanding.

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


<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
<CAPTION>

                  ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                      (Expressed in United States Dollars)
                                  (Unaudited)
                                                          March 31,     December 31,
                                                            2004            2003
                                                        ------------    ------------
                             ASSETS
Current Assets
<S>                                                     <C>                <C>
     Cash and cash equivalents                          $ 11,490,218    $  3,869,669
     Accounts receivable, net                                 91,556          13,324
     Other current assets                                    110,079          79,187
                                                        ------------    ------------
         Total current assets                             11,691,853       3,962,180

Property, Plant and Equipment, net                         6,454,952       6,618,805

Patents, net                                               1,039,149       1,060,569

Other Assets                                                  18,200          18,200
                                                        ------------    ------------

                          Total Assets                  $ 19,204,154    $ 11,659,754
                                                        ============    ============

              LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
     Trade accounts payable                             $    222,679    $     85,255
     Accrued liabilities                                     359,343         311,886
                                                        ------------    ------------
         Total current liabilities                           582,022         397,141
                                                        ------------    ------------

Note Payable, Long-Term Portion                            2,733,412       2,686,130
                                                        ------------    ------------

Commitments and Contingencies (Note 4)

Shareholders' Equity
     Common stock, no par value, unlimited shares
       authorized; 48,672,640 and 43,188,362 shares
       issued and  outstanding at March 31, 2004
       and December 31, 2003                              63,812,889      54,789,896
     Deficit accumulated during the development stage    (47,924,169)    (46,213,413)
                                                        ------------    ------------

                   Total Shareholders' Equity             15,888,720       8,576,483
                                                        ------------    ------------

           Total Liabilities and Shareholders' Equity   $ 19,204,154    $ 11,659,754
                                                        ============    ============
</TABLE>

              See notes to the consolidated financial statements.


                                       2
<PAGE>
<TABLE>
<CAPTION>

                  ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (Expressed in United States Dollars)
                                  (Unaudited)
                                                                                 Period
                                                                              April 9, 1973
                                                                               (date of
                                                   Three Months Ended        inception) to
                                                        March 31,              March 31,
                                              ----------------------------
                                                    2004         2003            2004
                                              ------------    ------------    ------------
<S>                                           <C>             <C>             <C>
Sales                                         $    139,749    $     20,277    $    508,911
Cost of Sales                                      110,392          14,950         284,309
                                              ------------    ------------    ------------
Gross Margin                                        29,357           5,327         224,602
                                              ------------    ------------    ------------
Operating Expenses
     Mineral exploration and development            27,226          28,714       6,700,577
     Research and development                      255,399         212,793       4,876,952
     Professional services                         252,594         184,358       4,105,363
     General and administrative expenses           955,956         557,838      18,436,771
     Depreciation and amortization                 221,196         218,625       6,615,075
     Asset impairment                                 --              --         2,759,956
                                              ------------    ------------    ------------
       Total operating expenses                  1,712,371       1,202,328      43,494,694
                                              ------------    ------------    ------------
Loss from Operations                             1,683,014       1,197,001      43,270,092
                                              ------------    ------------    ------------
Other (Income) Expense:
     Interest expense                               47,282         120,173       5,037,036
     Interest income                               (19,938)           (180)       (837,762)
     Loss (gain) on foreign exchange                   399            --          (557,350)
     Loss on extinguishment of debt                   --              --           914,667
     Gain on forgiveness of debt                      --              --          (795,972)
     Loss on redemption of convertible
       debentures                                     --              --           193,256
                                              ------------    ------------    ------------
       Total other expense, net                     27,743         119,993       3,953,875
                                              ------------    ------------    ------------
Net Loss                                         1,710,757       1,316,994      47,223,967
Preferential Warrant Dividend                         --              --           693,569
                                              ------------    ------------    ------------
Net Loss Applicable to Shareholders           $  1,710,757    $  1,316,994    $ 47,917,536
                                              ============    ============    ============


Loss per Common Share - Basic and Diluted     $       0.04    $       0.04    $       4.78
                                              ============    ============    ============

Weighted Average Shares - Basic and Diluted     47,333,219      30,527,826      10,031,387
                                              ============    ============    ============
</TABLE>

              See notes to the consolidated financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                  ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Expressed in United States Dollars)
                                  (Unaudited)
                                                                                          Period
                                                                                      April 9, 1973
                                                           Three Months Ended            (date of
                                                                March 31,             inception) to
                                                      ----------------------------      March 31,
                                                          2004            2003            2004
                                                      ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>
Cash flows from development activities:
     Net loss                                         $ (1,710,757)   $ (1,316,994)   $(40,986,028)
     Adjustments to reconcile net loss to net cash
       used in development activities:
       Depreciation and amortization                       221,196         218,625       5,736,318
       Shares issued for services                             --            51,150         303,426
       Shares issued for interest                             --            38,888       1,116,437
       Issuance of common stock options
        to non-employees                                   118,274           7,192       3,149,415
       Issuance of common stock options to employees          --              --            78,220

       Variable accounting on stock options                100,584            --            93,950
       Issuance of common stock warrants                      --            37,368         924,861
       Amortization of discount on note payable             47,282          44,095         846,971
       Amortization of debt issuance costs                    --              --           504,567
       Asset impairment                                       --              --         2,759,956
       Loss on extinguishment of debt                         --              --           914,667
       Loss on redemption of convertible debentures           --              --           193,256
       Gain on forgiveness of debt                            --              --          (795,972)
       Loss on disposal of fixed assets                       --              --             1,945
       Gain on foreign currency translation                   --              --          (559,581)
       Deferred financing costs written off                   --              --           515,842
     Changes in assets and liabilities
       (net of effects of acquisition):
       Accounts receivable                                 (78,232)        131,864        (211,091)
       Other current assets                                (30,892)         (2,356)      1,681,108
       Other assets                                           --              --          (170,720)
       Trade accounts payable                              137,424          84,019         478,171
       Accrued liabilities                                  47,457          44,230          41,999
                                                      ------------    ------------    ------------

Net cash used in development activities                 (1,147,664)       (661,919)    (23,382,283)
                                                      ------------    ------------    ------------

Cash flows from investing activities:
     Asset acquisition                                        --              --        (9,625,154)
     Purchase of property and equipment                    (35,922)         (6,619)     (3,697,347)

     Purchase of patents                                      --              --        (1,882,187)
                                                      ------------    ------------    ------------

Net cash used in investing activities
                                                           (35,922)         (6,619)    (15,204,688)
                                                      ------------    ------------    ------------


                                                                                        (continued)
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>

                  ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Expressed in United States Dollars)
                                  (Unaudited)
                                                                                         Period
                                                                                     April 9, 1973
                                                           Three Months Ended           (date of
                                                                March 31,            inception) to
                                                       ---------------------------      March 31,
                                                           2004           2003            2004
                                                       ------------   ------------   ------------
<S>                                                    <C>            <C>            <C>
Cash flows from financing activities:
   Issuance of common shares for cash, net of
     issuance costs                                    $       --     $    595,000   $ 22,070,081
   Issuance of shares under Employee Stock
     Purchase Plan                                             --          125,005         92,183
   Issuance of convertible debenture                           --             --        5,000,000
   Proceeds from exercise of common stock options           705,114           --        3,413,605
   Proceeds from exercise of warrants                     8,099,021           --       13,016,826
   Issuance of related party notes                             --             --          174,243
   Issuance of notes payable                                   --             --       19,130,540
   Payment of notes payable                                    --             --      (13,543,579)
   Payment of related party notes                              --             --         (174,243)
   Payment on capital lease                                    --             --          (27,075)
   Purchase of call options                                    --             --         (449,442)
   Redemption of convertible debentures                        --             --       (2,250,938)
                                                       ------------   ------------   ------------

Net cash provided by financing activities                 8,804,135        720,005     46,452,201
                                                       ------------   ------------   ------------

Net increase in cash and equivalents                      7,620,549         51,467      7,865,230

Cash and cash equivalents, beginning of period            3,869,669        244,681           None
                                                       ------------   ------------   ------------

Cash and cash equivalents, end of period               $ 11,490,218   $    296,148   $  7,865,230
                                                       ============   ============   ============

Supplemental disclosures:
Cash paid for interest                                 $       --     $     37,189
                                                       ============   ============

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


Supplemental schedule of non-cash investing and financing activities:
For the three months ended March 31, 2004:
    - None

For the three months ended March 31, 2003:
   - We issued  250,001 common shares to Doral 18, LLC in payment of $100,000 of
principal on our note payable. The conversion of the note resulted in additional
interest expense of $38,889.


                                                                     (concluded)
              See notes to the consolidated financial statements.

                                       5
<PAGE>
                  ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1.  Basis of Preparation of Financial Statements

         These unaudited interim financial statements of Altair Nanotechnologies
Inc. and its subsidiaries  (collectively,  "Altair", "we" or the "Company") have
been prepared in accordance  with the rules and regulations of the United States
Securities  and  Exchange   Commission  (the   "Commission").   Such  rules  and
regulations allow the omission of certain  information and footnote  disclosures
normally included in financial statements prepared in accordance with accounting
principles  generally  accepted in the United States,  so long as the statements
are not  misleading.  In the  opinion of  Company  management,  these  financial
statements and  accompanying  notes contain all adjustments  (consisting of only
normal recurring adjustments) necessary to present fairly the financial position
and  results of  operations  for the  periods  shown.  These  interim  financial
statements should be read in conjunction with the audited  financial  statements
and notes thereto contained in our Annual Report on Form 10-K for the year ended
December 31, 2003, as filed with the Commission on March 26, 2004.

         The  consolidated  financial  statements do not include any adjustments
relating to the  recoverability  and classification of recorded asset amounts or
the amounts and  classification of liabilities that might be necessary should we
be unable to continue as a going concern. Our continuation as a going concern is
dependent  upon  our  ability  to  generate  sufficient  cash  flow to meet  our
obligations on a timely basis, to obtain additional  financing or refinancing as
may be required,  to develop  commercially  viable  products and processes,  and
ultimately  to  establish  successful  operations.  We  are in  the  process  of
developing and  commercializing  our  nanomaterials and titanium dioxide pigment
technology. We have financed operations primarily through the issuance of equity
securities (common stock,  convertible debentures,  stock options and warrants),
and by the issuance of debt (term notes).  Additional  funds will be required to
complete development  activities.  We believe that current working capital, cash
receipts from anticipated  sales, and funding through sales of common stock will
be sufficient to enable us to continue as a going concern through 2006.

         The results of operations  for the  three-month  period ended March 31,
2004 are not  necessarily  indicative of the results to be expected for the full
year.

Note 2. Summary of Significant Accounting Policies

         Net  Loss  Per  Common  Share - Basic  net  loss  per  common  share is
calculated by dividing net loss by the weighted  average number of common shares
outstanding  during the period.  The existence of stock options,  warrants,  and
convertible  securities  affects  the  calculation  of loss per share on a fully
diluted basis. When a net loss is reported,  the number of shares used for basic
and  diluted  net loss per share is the same since the effect of  including  the
additional common stock equivalents would be antidilutive.

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

                                       6
<PAGE>
         Deferred  Income  Taxes - We use the asset and  liability  approach for
financial  accounting and reporting for income taxes.  Deferred income taxes are
provided for temporary  differences  in the bases of assets and  liabilities  as
reported  for  financial  statement  purposes and income tax  purposes.  We have
recorded a valuation allowance against all net deferred tax assets.

         Stock-Based  Compensation  - Our stock  option plans are subject to the
provisions  of  Statement of Financial  Accounting  Standards  ("SFAS") No. 123,
Accounting  for  Stock-Based  Compensation.  Under the  provisions  of SFAS 123,
employee and director  stock-based  compensation  expense is measured  using the
intrinsic-value  method as  prescribed by  Accounting  Principles  Board ("APB")
Opinion No. 25,  Accounting  for Stock  Issued to  Employees,  or the fair value
method  described  in SFAS  123.  We  have  elected  to  follow  the  accounting
provisions  of APB 25 for our employee and  director  stock-based  awards and to
furnish the pro forma disclosures required under SFAS 123.

         We are required to implement the provision of SFAS 123 for  stock-based
awards to other than employees and  directors.  We account for stock options and
warrants issued to non-employees in accordance with SFAS 123.

         To estimate  compensation  expense that would be recognized  under SFAS
123 for all stock-based awards, we have used the modified  Black-Scholes  option
pricing model. If we had accounted for our stock options issued to employees and
directors using the accounting  method  prescribed by SFAS 123, our net loss and
loss per share would be as follows:
                                                      Three Months Ended
                                                           March 31,
                                                  ----------------------------
                                                      2004             2003
                                                  -----------    -------------
Net loss applicable to shareholders:
   As reported                                    $ 1,710,757    $   1,316,994
   Deduct: stock-based employee compensation
     expense included in reported net loss           (100,584)            --
   Add: stock-based employee compensation
     expense determined under value based
     method for all awards                            321,627             --
                                                  -----------    -------------
   Pro forma                                      $ 1,931,800    $   1,316,994
                                                  ===========    =============
Loss per common share (both basic and diluted):
   As reported                                    $      0.04    $        0.04
                                                  ===========    =============
   Pro forma                                      $      0.04    $        0.04
                                                  ===========    =============

         We  estimated  the fair value of options and rights  granted  under our
employee  stock-based  compensation  arrangements at the date of grant using the
Black-Scholes model with the following weighted-average assumptions:

                                                          Three Months Ended
                                                               March 31,
                                                          -------------------
                                                          2004          2003
                                                          -------------------
        Dividend yield                                    None          None
        Expected volatility                                62%           64%
        Risk-free interest rate                          3.03%         2.77%
        Expected life (years)                              5.0           5.0
        Weighted average fair value of grants           $ 1.81        $ 0.17



                                       7
<PAGE>
Note 3.  Common Stock

         Common stock transactions during the three months ended March 31, 2004
were as follows:
                                                        Commmon Stock
                                                  -------------------------
                                                                   Stated
                                                    Shares         Amount
                                                  -----------   -----------
Balance, December 31, 2003                         43,188,362   $54,789,896
Exercise of warrants                                5,082,378     8,099,021
Exercise of common stock options                      401,900       705,114

Variable accounting on stock options                     --         100,584

Common stock options issued to non-employees             --         118,274
                                                  -----------   -----------
Balance, March 31, 2004                            48,672,640   $63,812,889
                                                  ===========   ===========
                                       7
<PAGE>

Note 4.  Notes Payable

         Notes payable consisted of the following at March 31, 2004 and December
31, 2003:

                                                 March 31,          December 31,
                                                   2004                2003
                                                ----------          ----------
         Note payable to BHP Minerals
              International, Inc.               $2,733,412          $2,686,130
         Less current portion                         --                  --
                                                ----------          ----------
         Long-term portion of notes payable     $2,733,412          $2,686,130
                                                ==========          ==========


Note 5.  Intangible Assets

         Our  intangible  assets  consist of patents  and  related  expenditures
associated with the  nanomaterials and titanium dioxide pigment  technology.  In
accordance  with SFAS No. 142, we are amortizing  these assets over their useful
lives. The amortized intangible asset balance as of March 31, 2004 was:

                                      Gross                            Net
                                    Carrying       Accumulated       Carrying
                                     Amount        Amortization       Amount
                                  -------------    -------------   ------------
         Patents and related
            expenditures          $   1,517,736    $   (478,587)   $  1,039,149


         The  weighted  average  amortization  period for  intangible  assets is
approximately 16.5 years.  Amortization expense was $21,421 for the three months
ended  March 31,  2004,  which  represented  the  amortization  relating  to the
identified  intangible assets still required to be amortized under SFAS No. 142.
For each of the next five years,  amortization  expense  relating to intangibles
will be  $85,680  per  year.  Management  believes  the net  carrying  amount of
intangible   assets  will  be  recovered  by  future  cash  flows  generated  by
commercialization of the titanium processing technology.


                                       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,  2003 and  March  31,  2004 and the
material  changes in our results of operations and financial  condition  between
the three-month periods ended March 31, 2003 and March 31, 2004. 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, 2003.

Overview
--------
         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 (1) titanium  dioxide  ("TiO2")
products  from  titanium  bearing  ores  or  concentrates  and (2)  metal  oxide
nanoparticles (the "nanomaterials and titanium dioxide pigment  technology") and
all tangible equipment and other assets (the "nanomaterials and titanium dioxide
pigment  assets")  used by BHP to develop and implement  the  nanomaterials  and
titanium  dioxide pigment  technology.  The  nanomaterials  and titanium dioxide
pigment  technology has potential to produce both titanium  pigments,  which are
commercially  traded in bulk,  and  nanoparticles,  which are sold on  specialty
product  markets.  At the time, the  nanomaterials  and titanium dioxide pigment
technology was in development stage and not in commercial operation.

         When  we  acquired  the  nanomaterials  and  titanium  dioxide  pigment
technology  and  related  assets,  we  expected  to  be  able  to  produce  TiO2
nanoparticles for sale in established markets within a short period of time. Our
expectation  was  that  revenues  from  these  sales,   combined  with  external
financing,  would provide adequate cash flow to fund our development  activities
for the  nanomaterials  and titanium dioxide pigment  technology,  the Tennessee
mineral  property and the Altair  Centrifugal  Jig (the  "Centrifugal  Jig"). We
underestimated  the  difficulty  of entering the markets for TiO2  nanoparticles
with the  result  that  sales  revenues  have been  below  expectations  and our
external financing needs have been greater than anticipated.

         During  much of the period from 2001  through  2003,  we suffered  cash
shortages as our share price declined and financing  became more  difficult.  In
response to this,  we reduced cash  expenditures  to the extent  possible  while
still  continuing  to develop the  nanomaterials  and titanium  dioxide  pigment
technology.  At the same time, we reduced expenditures for the Tennessee mineral
property and Altair jig and finally suspended work on these assets during 2003.

         We currently have agreements in place to (1) provide research involving
a technology  used in the  detection of chemical,  biological  and  radiological
agents,  (2) provide  custom  oxide  feedstocks  for a titanium  metal  research
program  funded by the  Department  of Defense and (3) license and  evaluate our
pigment   production   process   for  the   production   of  TiO2   pigment  and
pigment-related products from titanium-bearing oil sands. In addition, we have a
pharmaceutical product in the early stages of development.  Future revenues will
depend on the success of these  projects,  the results of our other research and
development work and the success of our marketing efforts.

Restructuring Plans and Progress
--------------------------------
         In  December  2003,  the Board of  Directors  of Altair  (the  "Board")
approved a plan to restructure the Company in order to concentrate  resources on
the nanomaterials and titanium dioxide pigment business.  The  reorganization is
intended to  maximize  management  focus on  nanomaterials,  nanotechnology  and
material  science in targeted  markets for TiO2  pigment,  TiO2  electrodes  for
titanium metal,  pharmaceutical  delivery  structures,  pharmaceuticals,  dental
materials and nanostructured materials for lithium ion batteries and fuel cells.

                                       9
<PAGE>

Life Sciences Division. As part of the restructuring, we are creating a new life
sciences division that will focus on the continued development of pharmaceutical
delivery  structures (TiNano  Spheres(TM)),  dental materials and new nano-based
pharmaceuticals  including Altair's lead drug candidate,  RenaZorb(TM).  We have
hired a consultant to assist in establishing the new life sciences  division and
we expect that he will become the senior vice president of the division if, over
the next few months, his performance meets the Board's expectations.

Management  Changes.  Our former Chief Executive  Officer,  Dr. William P. Long,
resigned as an officer and director of Altair on May 1, 2004.  We are  presently
negotiating  an agreement  with Dr. Long under which we anticipate  that he will
oversee the disposition of our Centrifugal Jig,  Tennessee  Mineral Property and
related assets, as further  discussed below. Dr. Rudi E. Moerck,  our President,
is now our  senior  executive  officer  and is  responsible  for our  day-to-day
operations  implementing  our strategic  plan. Dr.  Moerck's  education and work
experience  is in the life  sciences  area,  and his skills  align well with our
short-term business goals.

         We have  commenced  a search for a new  non-executive  Chairman  of the
Board to work with Dr. Moerck and the remainder of the Board in their efforts to
focus the resources of Altair on  generating  revenue and  increasing  value for
shareholders.  In the meantime,  Jon Bengtson, who has extensive experience as a
director of larger  corporations  and  particular  expertise  in the finance and
accounting  areas, has assumed the position of Chairman of the Board.  Under his
leadership,  we have  formed an  executive  committee  of the  Board,  including
Messrs.  Bengtson,  Moerck, King and Hartman,  which has met on an approximately
bi-weekly basis and is actively  involved in steering the emerging business plan
of the Company.

Resource Allocation.  We expect to continue our restructuring efforts during the
remainder  of fiscal  year  2004.  We expect  that  future  changes  will not be
structural,  but will relate  primarily to  decisions  regarding  allocation  of
resources  among  existing  or proposed  projects as we attempt to evaluate  the
various projects we are working on or considering, determine which have the best
potential  for short- and long- term  revenue  generation  and focus most of our
resources on such projects.

Disposition  of Mineral  Business.  In March 2004,  after our Board received and
reviewed  various summary  presentations  about our mineral business and various
alternatives  for its  disposition,  we announced our intent to consolidate  the
assets related to the  Centrifugal Jig and our Tennessee  mineral  property into
(or  under) a single  corporation,  cause  such  corporation  to  become  an SEC
reporting company and distribute substantially all of the shares of common stock
of such corporation to our shareholders (with any  non-distributed  shares being
retained by Altair).  At that time, the Board  anticipated  receipt in early May
2004 of a  comprehensive  business plan for the spin-off entity that could serve
as a basis for the Board's final approval of the spin-off and  recommendation of
the  spin-off  to  shareholders  and  a  starting  point  for  any  registration
statement,  business plan,  sales  document,  proxy  statement or other document
deemed necessary and appropriate in connection with the proposed  spin-off.  The
Board did not receive the  anticipated  business plan in early May 2004, and all
personnel  responsible  for the  mineral  assets,  other than a single  engineer
performing our contractual obligations with respect to the Centrifugal Jig, have
resigned  or been  terminated.  In order to  conserve  capital,  the  Board  has
determined  not to hire  additional  personnel at this time in order to complete
the mineral assets business plan and related analysis;  however,  as part of the
agreement  we are  negotiating  with our former  Chief  Executive  Officer,  Dr.
William  P.  Long,  we  anticipate  that Dr.  Long will  undertake  to develop a
business  plan for the  mineral  assets and that final  internal  approval,  and
public  presentation,  of any plan of  disposition  with  respect to the mineral
assets will occur after  completion of such business  plan. We do not expect the
internal  version  of such  business  plan to be  finalized  until mid- to late-
summer, if at all.
                                       10
<PAGE>

         Although  the  Board's  initial  review  of  disposition   alternatives
(including  spin-off,  sale,  abandonment  and joint  venture)  indicated that a
spin-off would best effect the Board's  desires to dispose of the mineral assets
quickly and in a manner  that  enhances  shareholder  value  (without  excessive
costs),  the  Board and those  responsible  for  developing  the  business  plan
continue to evaluate the desirability and viability of several alternatives.  In
the meantime,  we have reduced  expenditures  (net of contract revenues from the
Centrifugal  Jig) on the mineral assets to  approximately  $9,000 per month.  We
expect to  maintain or  slightly  reduce that cost level  during 2004 unless and
until we begin incurring  expenses related to a disposition  transaction,  which
expenses  have not  exceeded  $10,000  to date.  Although  we are  committed  to
disposing of the mineral assets as soon as possible,  our  management  resources
are  limited.  We are in the  midst of  numerous  initiatives  essential  to the
development  of our  nanomaterials  and titanium  dioxide  business  and, to the
extent that our human  resources are  insufficient  to address issues related to
both our core business and plans to dispose of our mineral assets,  we expect to
continue to give those business initiatives priority.

Liquidity and Capital Resources
-------------------------------
         We  generated  $139,749 of sales  revenues in the first three months of
2004 but incurred a net loss of $1,710,757,  resulting in an accumulated deficit
of $47,924,169 at March 31, 2004.

         Our  cash and  short-term  investments  increased  from  $3,869,669  at
December 31, 2003 to  $11,490,218 at March 31, 2004 due primarily to the receipt
of $705,114 from the exercise of stock  options and receipt of  $8,099,021  from
the exercise of warrants.  These  increases in cash and  short-term  investments
were partially offset by normal cash operating expenditures.

         Current and Expected Liquidity. At March 31, 2004, we had cash and cash
equivalents of $11,490,218, an amount that would be sufficient to fund our basic
operations  through  December 31, 2005 at current  working  capital  expenditure
levels. We will,  however,  increase  expenditure  levels in 2004 and 2005 as we
execute on existing and  expected  contracts.  Accordingly,  if we are unable to
increase our revenues  proportionately,  we will require additional financing to
provide working capital to fund our day-to-day operations.

         In 2004, we expect to generate limited revenues from contract  services
utilizing  our  nanomaterials  and  titanium  dioxide  pigment  technology.   In
addition, we hope to generate revenues through the licensing of RenaZorb(TM),  a
potential  drug we developed  that may be useful in phosphate  control in kidney
dialysis  patients.  A drug of  similar  compounds  has been  submitted  for FDA
approval by Shire  Pharmaceuticals Group plc which has indicated that it expects
the drug to receive FDA  approval  and be launched  in 2004.  If this  similarly
compounded drug is approved, we hope to be able to negotiate a license agreement
for RenaZorb(TM) with one or more  pharmaceutical  companies during 2004. We can
provide no  assurance  that we will enter into such a license  agreement or that
such license agreement would generate significant revenue in the short term.

         We have  entered an  agreement  to license  and  evaluate  our  pigment
production  process  for the  production  of TiO2  pigment  and  pigment-related
products from  titanium-bearing  oil sands, and have submitted proposals to five
international minerals and energy resources companies to develop and license our
titanium  pigment  production  process.  We do not know whether such evaluations
will be  successful  or  that  we will  eventually  license  the  technology  to
additional parties. Should we be successful in obtaining additional licenses for
the technology,  we would expect to receive  development fees and royalties over
the long-term, but no significant up-front payments. In the near term, unless we
are able to enter into a RenaZorb(TM)  license  involving  significant near term
revenue,  we expect to  continue  to finance  our  operations  principally  with
existing cash and through the issuance of equity securities.

                                       11
<PAGE>

         Although we currently have capital sufficient to fund our operations at
current levels, we expect our capital needs to increase during 2004 and 2005. We
expect  to hire  additional  personnel  in  order  to  satisfy  our  contractual
obligations under existing and anticipated services agreements. In addition, our
management is focused on facilitating  the  commercialization  of one or more of
its products in the foreseeable future. Substantially all of our products are at
a conceptual or development  stage and, if we are to  commercialize  one or more
products  ourselves  (as opposed to  licensing it for  commercialization  by the
licensee),  we will likely be required to hire  additional  employees,  purchase
additional equipment,  and engage the research,  marketing and other services of
third parties.  This may require significant  additional capital. We believe our
ability  to find  strategic  partners  would be  enhanced  if we had a  stronger
balance sheet.

         Accordingly,  we may raise  additional  capital during 2004 or 2005. We
would most  likely  generate  such  financing  through  the  issuance  of equity
securities in one or more private  placements of common  shares  (probably  with
accompanying re-sale registration rights and warrants to purchase common shares)
or public  offerings  of our  common  shares.  We do not expect to, but may also
issue debt securities or enter into loan or capital leasing  arrangements,  with
one or more financial  institutional  investors.  Any  financing,  especially an
issuance of equity  securities in a public offering or large private  placement,
may dilute existing  shareholders and have an adverse effect on the market price
of our common shares.  We can provide no assurance that, if we determine to seek
additional  financing,  we  will be able to  obtain  additional  financing  at a
reasonable cost, or at all.

         Capital   Commitments.   The  following   table   discloses   aggregate
information about our contractual  obligations including notes payable,  mineral
lease  payments and  contractual  service  agreements,  and the periods in which
payments are due as of March 31, 2004:
<TABLE>
<CAPTION>

                                                Less Than                                After
Contractual Obligations             Total        1 Year      1-3 Years    4-5 Years     5 Years
-----------------------------    -----------   ----------   ----------   ----------   ----------
<S>                              <C>           <C>          <C>          <C>          <C>
Notes Payable                    $3,000,000*   $     --     $1,200,000   $1,200,000   $  600,000

Mineral Leases                    1,074,349       314,445      339,510      292,657      127,737

Contractual Service Agreements      847,639       747,639      100,000         --           --
                                 ----------    ----------   ----------   ----------   ----------
Total Contractual Obligations    $4,921,988    $1,062,084   $1,639,510   $1,492,657   $  727,737
                                 ==========    ==========   ==========   ==========   ==========
</TABLE>
* Before discount of $266,588.

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

                                       12
<PAGE>

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

         o    Long-lived  assets.  Our long-lived assets consist  principally of
              the  nanomaterials  and  titanium  dioxide  pigment  assets,   the
              intellectual property (patents and patent applications) associated
              with them,  and a building.  At March 31, 2004, the carrying value
              of  these  assets  was  $7,435,892,  or 39% of  total  assets.  We
              evaluate the carrying  value of  long-lived  assets when events or
              circumstances  indicate  that  an  impairment  may  exist.  In our
              evaluation,  we estimate the net undiscounted  cash flows expected
              to be generated by the assets, and recognize  impairment when such
              cash  flows  will be less  than the  carrying  values.  Events  or
              circumstances  that could  indicate  the  existence  of a possible
              impairment include  obsolescence of the technology,  an absence of
              market demand for the product, and/or continuing technology rights
              protection.

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

Results of Operations
---------------------
Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003

         The net loss applicable to shareholders for the quarter ended March 31,
2004,  which was the first quarter of our 2004 fiscal year,  totaled  $1,710,757
($.04 per share)  compared to a net loss of  $1,316,994  ($.04 per share) in the
first quarter of 2003. The principal  factors  contributing to the losses during
these periods were the lack of substantial  revenue combined with the incurrence
of operating expenses.

         In the first  quarter of 2004,  we generated  $138,127 of revenues from
contract research work and other contracted services and $1,622 of revenues from
the sale of  nanoparticle  products.  The revenues from  contract  research work
include  $20,456  earned under an agreement  with  Western  Michigan  University
("WMU") for research  services  involving a technology  used in the detection of
chemical,   biological   and   radiological   agents.   We  expect  to  generate
approximately $120,000 of revenues in connection with this contract during 2004.
Other  contracted  services  revenues  includes  $75,000  received from Titanium

                                       13
<PAGE>

Metals Corporation  ("TIMET") under a contract to provide them with custom oxide
feedstocks  for a  four-year,  titanium  metal  research  program  funded by the
Department of Defense,  Defense Advanced  Research Projects Agency. We expect to
generate  approximately  $150,000 of revenues in  connection  with this contract
during 2004.  Contracted  services  revenues also includes $42,671 received from
Western Oil Sands,  Inc. in  connection  with an agreement to license our Altair
Hydrochloride  Pigment Process (the "AHPP") for its possible use of the AHPP for
the production of titanium dioxide pigment and  pigment-related  products at the
Athabasca Oil Sands Project in Alberta, Canada, and elsewhere. Upon execution of
the agreement, we granted Western Oil Sands an exclusive, conditional license to
use the AHPP on heavy minerals  derived from oil sands in Alberta,  Canada.  The
agreement also  contemplates a three-phase,  five-year program pursuant to which
the parties will work together to further  evaluate,  develop and  commercialize
the AHPP.  We expect to generate  approximately  $490,000 of revenues in 2004 in
connection with the first phase of this contract.  In the first quarter of 2003,
we generated sales revenues of $20,277,  which consisted of $1,581 from sales of
titanium  dioxide  nanoparticles,  and $18,696 from fees earned under a services
agreement entered into with a materials company in September 2002.

         Our research and  development  ("R&D")  efforts in the first quarter of
2004  were  directed  principally  to  contract  research,  pharmaceuticals  and
titanium  pigment process  development.  R&D expenses  increased by $42,606 from
$212,793  in the first  quarter of 2003 to  $255,399 in the same period of 2004,
principally  as a result of  increased  labor  hours,  overheads  and  temporary
employees  charged to R&D projects.  This  increase was  partially  offset by an
increase in contract  research R&D expense  transferred to cost of sales.  Costs
for contract research are accumulated in R&D accounts and transferred to cost of
sales when the  customer  is billed for the work and  revenue  is  recorded.  We
expect our R&D  expenses  for the  remainder  of fiscal 2004 to remain at levels
higher than those of fiscal 2003.

         Professional services,  which consist principally of legal,  consulting
and audit expenses,  increased by $68,236 from $184,358 during the first quarter
of 2003 to $252,594 in the first quarter of 2004.  The increase is  attributable
to legal expenses for work associated with contract research  agreements and the
preparation of a shelf registration statement for our common shares.

         General and administrative expenses increased by $398,118 from $557,838
in first  quarter of 2003 to $955,956 in the same period of 2004.  Stock options
and warrants expense increased by $116,349, from $0 in the first quarter of 2003
to $116,349 in the first quarter of 2004,  as a result of stock options  granted
to  non-employees  and a charge of $100,584 for an increase in the fair value of
stock  options  repriced  in  prior  periods.  Salaries  and  related  overheads
increased by $193,899  from $253,600 in the first quarter of 2003 to $447,499 in
the first  quarter  of 2004 due to the  addition  of two new  employees,  salary
increases  and bonuses  paid in the first  quarter of 2004.  Investor  relations
expenses  increased  by $112,305  from  $69,947 in the first  quarter of 2003 to
$182,252 in 2004 as a result of $118,273 of non-cash  charges for the fair value
of stock options  granted to service  providers.  These increases were partially
offset by general and administrative overheads allocated to R&D.

         Interest  expense  decreased  by  $72,891,  from  $120,173 in the first
quarter of 2003 to $47,282 in the first quarter of 2004.  The decrease is due to
the payoff of our note payable to Doral 18, LLC in September 2003.


Recent Business Developments
----------------------------

TIMET

         In January 2004 we became a subcontractor to TIMET for a titanium metal
research  program  funded  by the  Defense  Advanced  Research  Projects  Agency

                                       14
<PAGE>

("DARPA").  In connection  therewith,  we were awarded a $150,000  contract from
TIMET to design and develop a titanium  oxide  electrode  structure  and provide
TIMET optimized  titanium oxide feedstock to produce 50 pounds of titanium metal
per day in batch production  demonstrations.  The program's goal is to lower the
cost of titanium metal and titanium metal alloys to enable a broader market use.
DARPA is  specifically  interested in lowering the cost to provide for a broader
use in  military  applications  such  as  aerospace  and  weapons  systems.  Our
participation  in this project is a natural  extension  of our titanium  dioxide
processing  technology.  Key  intermediates  in the AHPP for making  pigment and
nano-sized  TiO2 allow the  manufacture of porous  electrodes that may be highly
suitable for use in the titanium metal research program funded by DARPA.

RenaZorb(TM)

         RenaZorb(TM)  is our drug  candidate  for use in  phosphate  control in
kidney  dialysis  patients.  In vitro  testing and animal  testing  done to date
indicate  RenaZorb(TM)  may be effective for use with kidney  dialysis  patients
with end-stage renal disease. We have not, however, conducted human trials using
RenaZorb(TM)   or  submitted  an   application   to  the  U.S.   Food  and  Drug
Administration  ("FDA") seeking approval to market RenaZorb(TM).  An alternative
lanthanum-based drug candidate, Fosrenol(TM),  produced by Shire Pharmaceuticals
Group plc, is  currently  under review for approval by the FDA. We do not expect
to be able to enter  into a license  agreement  unless  and  until  Fosrenol(TM)
obtains FDA approval.  Although we expect the FDA to reach a decision  regarding
Fosrenol(TM) during 2004, we cannot be certain that approval will be granted. If
we are able to enter into a license  agreement,  we are uncertain what the terms
of the license would be, but  pharmaceutical  license  agreements  often involve
up-front or staged payments in addition to royalties if FDA approval is obtained
and the drug is marketed.

AHPP Technology

         In January 2004, we entered into a license  agreement  with Western Oil
Sands,  Inc. with respect to its possible use of the AHPP for the  production of
titanium dioxide pigment and pigment-related products at the Athabasca Oil Sands
Project in Alberta,  Canada, and elsewhere.  Upon execution of the agreement, we
granted Western Oil Sands an exclusive,  conditional  license to use the AHPP on
heavy  minerals  derived from oil sands in Alberta,  Canada.  The agreement also
contemplates a three-phase, five-year program pursuant to which the parties will
work together to further  evaluate,  develop and  commercialize the AHPP. In the
first phase of the  program,  Western  Oil Sands is  expected to spend  $650,000
($500,000  of which is  scheduled  to be paid to Altair for work  performed)  to
evaluate the AHPP and confirm that the AHPP will produce pigment from oil sands.
Assuming phase one is successful,  Western Oil Sands may elect to commence phase
two, the construction of a demonstration  titanium pigment  production  facility
using  the  AHPP.  If phase two is  successful,  Western  Oil Sands may elect to
commence phase three, the construction and operation of a full-scale  commercial
titanium pigment production facility using the AHPP.

         We submitted phased development  proposals for the testing and economic
evaluation of our titanium  pigment  production  technology to four minerals and
energy resources  companies during the first three quarters of 2003. We recently
entered  into a testing and  development  license  with one of these  companies,
called  Avireco,  located  in  Vietnam,  and  anticipate  that we may enter into
additional  testing  agreements  during 2004.  We were  recently  informed  that
$250,000 in funds have now been authorized by the government of Vietnam to begin
the first phase of pilot plant testing in the first quarter of 2004; however, we
have not yet been authorized to proceed with the work. If the results of testing
by one or more such  companies are  positive,  we hope to enter into a long-term
license agreement for regional exclusive use of the pigment  technology.  If one
or more of such minerals and energy resources  companies  obtains such a license
and subsequently  constructs a full-scale  production  plant, we would expect to

                                       15
<PAGE>

receive  development  fees and royalties over the long-term,  but no significant
up-front  payments.  We can provide no assurance that the results of any testing
will be  positive,  that we will  enter  into a  long-term  license  or that the
licensee  will  construct  a  full-scale  production  plant  in order to use our
technology.

Nanocheck(TM)

         Nanocheck(TM) is a  lanthanum-based  compound that can be used to treat
water for the  removal  of a wide  range of  deleterious  impurities.  It has no
reported human health hazards and works effectively in existing filtration units
without the need for purchasing additional equipment. We have conducted in-house
tests of Nanocheck(TM) for phosphate removal in swimming pool simulations, and a
pool and spa  chemical  company  has  performed  materials  testing  that  shows
effective phosphate removal and high kinetics.  Larger scale swimming pool tests
are expected to be performed in the summer months  beginning  June 2004. We also
expect to perform an arsenic removal study during the second quarter of 2004.

Battery Applications

         In March 2004,  we signed a memorandum of joint  development  work with
Hosokawa  Micron  International  to establish a  development  program using both
companies'  combined  technologies to develop advanced  electrode  materials for
electrochemical    devices,    which   include    batteries,    capacitors   and
supercapacitors,  from a variety of  nanomaterials.  We expect to apply for U.S.
government grants for the development and testing of the electrodes.


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

         Among the key factors that may have a direct  bearing on the  Company's
operating results are various risks and uncertainties including, but not limited
to, the following:

         o    To  date,  we  have  not  generated   substantial   revenues  from
              operations.  As of March 31, 2004, we have  generated  $480,641 of
              revenues  from our  nanomaterials  and  titanium  dioxide  pigment
              technology  and  $28,270  from the use of our  centrifugal  jig in
              consulting  contracts.  We  believe  that  our  nanomaterials  and
              titanium  dioxide pigment  technology is the only one of our three
              lines of business  that may generate  significant  revenues in the
              foreseeable  future.  Although  we  currently  have  approximately
              $985,000 in unfulfilled contractual commitments,  such commitments


                                       16
<PAGE>

              primarily  relate to our  provision  of research  and  development
              services or to sales of products  for  experimental  purposes.  We
              have no  sales or  other  commitments  with  respect  to  on-going
              revenues  from our  nanomaterials  and  titanium  dioxide  pigment
              technology and can provide no assurance that we will ever generate
              significant revenues.

         o    As of May 3,  2004,  we had  $10.9  million  in  cash,  an  amount
              sufficient to fund our ongoing  operations until December 31, 2005
              at current working capital expenditure levels. However, we may use
              our existing  capital sooner than projected in connection  with an
              unanticipated transaction,  litigation or another unplanned event.
              We may also use more  capital  than  projected  as we  expand  our
              research,  development and marketing efforts. Unless we experience
              a  significant   increase  in  revenue,  we  will  need  to  raise
              significant  amounts of additional  capital in the future in order
              to sustain our ongoing operations, continue unfinished testing and
              additional  development  work and, if certain of our products have
              been commercialized, produce and market such products.

         o    The market price of our common stock,  like that of the securities
              of other early stage companies,  may be highly volatile. Our stock
              price may change  dramatically as the result of  announcements  of
              our quarterly  results,  new products or  innovations by us or our
              competitors,   uncertainty   regarding   the   viability   of  the
              nanomaterials and titanium dioxide pigment technology, significant
              customer  contracts,  significant  litigation  or other factors or
              events  that  could  affect  our  business,  financial  condition,
              results of  operations  and future  prospects.  In  addition,  the
              market  price for our  common  stock may be  affected  by  various
              factors not directly related to our business or future  prospects,
              including the following:

              (1)  Intentional  manipulation  of our stock  price by existing or
                   future shareholders;

              (2)  A single  acquisition  or  disposition,  or  several  related
                   acquisitions  or  dispositions,  of a  large  number  of  our
                   shares;

              (3)  The  interest of the market in our business  sector,  without
                   regard to our financial  condition,  results of operations or
                   business prospects;

              (4)  Positive  or negative  statements  or  projections  about our
                   company, or our industry, by analysts,  stock gurus and other
                   persons;

              (5)  The adoption of governmental  regulations or government grant
                   programs  and similar  developments  in the United  States or
                   abroad that may enhance or detract  from our ability to offer
                   our products and services or affect our cost structure;

              (6)  Economic and other external market factors, such as a general
                   decline in market prices due to poor  economic  indicators or
                   investor distrust; and

              (7)  Speculation  by short  sellers of our  common  stock or other
                   persons who stand to profit from a rapid increase or decrease
                   in the price of our common stock.

                                       17
<PAGE>

              o    Because of our relatively  small size and limited  resources,
                   we do not plan to use our titanium processing  technology for
                   large-scale  production  of  titanium  dioxide  pigments.  As
                   discussed in "Recent Business Developments--AHPP Technology",
                   we have,  however,  entered  into  discussions  with  various
                   minerals  and  materials   companies   about   licensing  our
                   technology  to such  entities for  large-scale  production of
                   titanium  dioxide  pigments.  We have  not  entered  into any
                   long-term licensing agreements with respect to the use of our
                   titanium processing technology for large-scale  production of
                   titanium  dioxide  pigments and can provide no assurance that
                   we will be able to enter into any such agreement.  Even if we
                   enter  into  such  an   agreement,   we  would  not   receive
                   significant  revenues  from such  license  until  feasibility
                   testing  is  complete  and,  if the  results  of  feasibility
                   testing were negative, would not receive significant revenues
                   at any time.

              o    In the short run, we also plan to use the titanium processing
                   technology  to produce TiO2  nanoparticles  and/or to license
                   the  technology  to  others.  TiO2  nanoparticles  and  other
                   products we intend to  initially  produce  with the  titanium
                   processing  technology,  such as nano-sized  lithium titanate
                   for  use in  batteries  or  other  nanoparticles  for  use in
                   titanium   metals,   dental   applications  or  detection  of
                   radiological  agents,  generally  must  be  customized  for a
                   specific    application    working   in   cooperation    with
                   manufacturers of products utilizing the nanoparticles and end
                   users.   We  are  still  testing  and  customizing  our  TiO2
                   nanoparticle  products for various  applications  and have no
                   agreements with research partners,  manufacturers,  customers
                   or others under which any such person has agreed to purchase,
                   license or  otherwise  pay  significant  fees to Altair  with
                   respect to a nanoparticle  application of our technology.  We
                   may  never  generate  significant   revenues  producing,   or
                   licensing our technology for the production of, TiO2 or other
                   nanoparticles.

              o    As described in "Restructuring  plans and Progress" above, we
                   have  announced,  but have made little progress on, a plan to
                   distribute   to   shareholders   the  capital  stock  of  our
                   subsidiary,  Mineral  Recovery  Systems,  which will hold the
                   rights to the  exploration-stage  mineral  deposit in Camden,
                   Tennessee,  the ownership of the Altair  centrifugal  jig and
                   related  intellectual  property for agglomeration of titanium
                   dioxide.  Because of the recent resignation or termination of
                   all but one of our employees  responsible  for working on our
                   mineral assets, the scarcity of management  resources and our
                   decision to focus our efforts on various initiatives that are
                   essential  to  the  development  of  our   nanomaterials  and
                   titanium dioxide processing  technology,  we may not complete
                   the  spin-off  in the  near  future  or at  all.  As  part of
                   finalizing  our business plan for the spin-off,  questions as
                   to its  viability may arise,  or we may determine  that other
                   alternatives  for the  disposition  of the mineral assets are
                   more  appropriate.  We are uncertain  when we will dispose of
                   our  mineral  assets  and what  the form of such  disposition
                   transaction will be. In any case, we do not expect to receive
                   significant value for such assets, even if they are sold, and
                   believe that costs to Altair  associated with the disposition
                   transaction  will  equal or  exceed  short-term  proceeds  to
                   Altair.
                                       18
<PAGE>

              o    We have  received  a proposal  from one of our  shareholders,
                   which is included  in our proxy  statement  for our  upcoming
                   annual meeting.  This same  shareholder has taken the unusual
                   step  of  issuing  a press  release  and  has  sent  numerous
                   facsimiles to management making myriad demands (both personal
                   to the  shareholder  and  relating to the Company in general)
                   and   referencing   the   possibility  of  a  proxy  contest,
                   litigation  or other  action.  To the extent  actions by this
                   shareholder, or other shareholders,  merit a response, we may
                   be  required  to  use  scarce  human  and  capital  resources
                   responding to  shareholder  actions  rather than pursuing our
                   business  goals.  The diversion of resources  would likely be
                   substantial in the case of litigation or a proxy contest.  In
                   addition,  the  market  price for our  common  shares and our
                   ability to enter into significant  business  transactions may
                   be  adversely  affected  by  the  existence  and  content  of
                   shareholder  action.  We can  provide no  assurance  that our
                   shareholders  will  not  take  actions  and  make  claims  or
                   representations,  whether  or not true,  that will  adversely
                   affect our  ability to conduct  our  business  and the market
                   price of our common stock.

         The foregoing factors represent only a sampling of the most significant
of the risks associated with an investment in the Company.

         In addition to the foregoing,  we have included additional risk factors
and  other  cautionary  statements  contained  in our  other  filings  with  the
Securities and Exchange Commission, including our Annual Report on Form 10-K for
the year ended  December 31, 2003. We recommend  that you review such  documents
prior to investing in our common shares.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

Item 4.  Controls and Procedures

         (a) Based on the evaluation of our "disclosure controls and procedures"
(as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e))
required by paragraph (b) of Rules 13a-15 or 15d-15, our president and our chief
financial  officer  have  concluded  that,  as of March 31, 2004, our disclosure
controls and procedures were effective.

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

                                       19
<PAGE>

                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         a)   See Exhibit Index attached hereto.

         b)   On February 3, 2004, we filed a Form 8-K to report certain current
              business  developments  in order to ensure that the information is
              incorporated by reference into the Company's various  registration
              statements  that  incorporate  subsequent  annual,  quarterly  and
              current reports by reference.

         c)   On March 25,  2004,  we filed a Form 8-K to report a news  release
              announcing financial results for 2003 and also announcing the date
              for a quarterly conference call regarding the financial results.



                                       20
<PAGE>


                                   SIGNATURES

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


                                        Altair Nanotechnologies Inc.



May 14, 2004                            By:  /s/ Rudi E. Moerck
------------------------                     ---------------------------------
Date                                         Rudi E. Moerck, President



May 14, 2004                            By:  /s/ Edward H. Dickinson
------------------------                     ---------------------------------
Date                                         Edward H. Dickinson,
                                             Chief Financial Officer




<PAGE>

<TABLE>
<CAPTION>


                                  EXHIBIT INDEX

  Exhibit No.                          Exhibit                            Incorporated by Reference/ Filed Herewith
----------------  ---------------------------------------------------    ---------------------------------------------
<S>               <C>                                                    <C>
      3.1         Articles of Continuance                                Incorporated by reference to the Company's
                                                                         Current Report on Form 8-K filed with the
                                                                         SEC on July 18, 2002

      4.1         Bylaws                                                 Incorporated by reference to the Company's
                                                                         Quarterly Report on Form 10-Q filed with
                                                                         the SEC on August 13, 2003.

     31.1         Section 302 Certification of Chief Executive           Filed herewith
                  Officer

     31.2         Section 302 Certification of Chief Financial           Filed herewith
                  Officer

     32.1         Section 906 Certification of Chief Executive           Filed herewith
                  Officer

     32.2         Section 906 Certification of Chief Financial           Filed herewith
                  Officer
</TABLE>


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