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, 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              (Commission File No.)     (IRS Employer
  jurisdiction of incorporation)                           Identification No.)




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

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


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



   As of May 4, 2001, the registrant had 19,244,318 Common Shares outstanding.



                                       1


<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>

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

                                                              March 31,           December 31,
                                                                2001                   2000
                                                             ------------          ------------
                                     ASSETS
                                     ------
Current Assets
<S>                                                          <C>                   <C>
   Cash and cash equivalents                                 $    681,523          $  1,335,729
   Restricted cash                                              2,314,111             2,250,000
   Other current assets                                           163,129               390,351
                                                             ------------          ------------
     Total current assets                                       3,158,763             3,976,080

Restricted Cash                                                 1,750,000             1,750,000

Property and Equipment, net                                     6,539,201             6,601,917

Patents and Related Expenditures, net                           4,020,750             4,111,740

Other Assets                                                      187,034               212,033
                                                             ------------          ------------
                         Total Assets                        $ 15,655,748          $ 16,651,770
                                                             ============          ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
Current Liabilities
   Accounts payable and accrued liabilities                  $    250,977          $    158,642
   Notes payable - current portion                              3,500,004             3,500,004
   Capital lease obligations - current portion                     19,398                24,763
   Deferred revenue                                                57,957                57,957
                                                             ------------          ------------
     Total current liabilities                                  3,828,336             3,741,366

Notes Payable, Long-Term Portion                                2,692,548             2,687,181


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

Commitments and Contingencies

Shareholders' Equity
   Common stock, no par value, unlimited
    shares authorized; 19,244,318 and
    19,325,488 shares issued and outstanding
    at March 31, 2001 and December 31, 2000                    32,645,016            32,388,589

   Stock subscription receivable                                     --                (561,300)
   Deficit accumulated during
    the development stage                                     (23,510,152)          (21,606,378)
                                                             ------------          ------------

                  Total Shareholders' Equity                    9,134,864            10,220,911
                                                             ------------          ------------

          Total Liabilities and Shareholders' Equity         $ 15,655,748          $ 16,651,770
                                                             ============          ============
</TABLE>

                                       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
                                                                                            (date of
                                                           Three Months Ended March 31,   inception) to
                                                          -------------------------------   March 31,
                                                              2001            2000           2001
                                                          -----------------------------------------------

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

Operating Expenses:
   Mineral exploration and development                  $    361,454    $    133,382    $  5,349,342
   Research and development                                  122,888         357,734       2,692,393
   Professional services                                     105,131          58,261       2,075,955
   General and administrative expenses                       803,820         563,861       9,826,656
   Depreciation and amortization                             279,880         308,568       3,659,086
                                                          ----------      ----------      ----------
     Total operating expenses                              1,673,173       1,421,806      23,603,432
                                                          ----------      ----------      ----------
Loss From Operations                                       1,673,173       1,421,806      23,603,432
                                                          ----------      ----------      ----------
Other (Income) Expense:
   Interest expense                                          300,240          43,307       1,803,114
   Interest income                                           (69,405)         (1,353)       (734,265)
   (Gain) on foreign exchange                                   (234)       (558,763)       (559,413)
                                                          ----------      ----------      ----------
     Total other (income) expense, net                       230,601        (516,809)        509,436
                                                          ----------      ----------      ----------
Loss Before Extraordinary Items                            1,903,774         904,997      24,112,868
Extraordinary Items:

   (Gain) on forgiveness of debt                                --              --          (795,972)
   Loss on redemption of convertible debentures                 --              --           193,256
                                                          ----------      ----------      ----------
     Total extraordinary items                                  --              --          (602,716)
                                                          ----------      ----------      ----------
Net Loss                                                $  1,903,774    $    904,997    $ 23,510,152
                                                          ==========      ==========      ==========
Loss Before Extraordinary Items per Common Share:

   Basic and diluted                                    $       0.10    $       0.06    $       3.62

Effect of  Extraordinary Items on Earnings per Share:

   Basic and diluted                                            --              --             (0.09)
Loss per Common Share:                                    ----------      ----------      ----------

   Basic and diluted                                    $      0 .10    $       0.06    $       3.53
                                                          ==========      ==========      ==========
Weighted Average Shares:
   Basic and diluted                                      19,336,214      15,616,657       6,661,062
                                                          ==========      ==========      ==========

</TABLE>
                                       3

<PAGE>



<TABLE>
<CAPTION>

                   ALTAIR INTERNATIONAL INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Expressed in United States Dollars)
                                   (Unaudited)
                                                                                             Period
                                                                                          April 9, 1973
                                                                                            (date of
                                                           Three Months Ended March 31,   inception) to
                                                          -------------------------------   March 31,
                                                              2001            2000           2001
                                                          -----------------------------------------------

<S>                                                     <C>             <C>             <C>
Cash Flows from Development Activities:
  Net loss                                               $ (1,903,774)   $   (904,997)   $(23,510,152)
  Adjustments to reconcile net loss to net cash
  used in development activities:
   Depreciation and amortization                              279,880         308,568       3,659,086
   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                 104,737         265,864       2,950,188
   Issuance of stock options to employees                     111,690           7,560         189,910
   Issuance of stock warrants                                    --              --           420,182
  Amortization of discount on note payable                    103,113            --           115,165
  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                          --          (559,005)       (559,179)
  Deferred financing costs written off                           --              --           515,842
  Changes in assets and liabilities (net of effects of
acquisition):
   Restricted cash                                            (64,111)           --        (4,064,111)
   Other current assets                                       227,222         337,129       1,917,823
   Other assets                                                24,999            --          (144,607)
   Accounts payable and accrued liabilities                    92,335         (60,438)        (18,237)
   Deferred revenue                                              --              --            57,957
                                                           ----------      ----------      ----------
    Net cash used in development activities                (1,023,909)       (605,319)    (18,736,584)
                                                           ----------      ----------      ----------
Cash Flows from Investing Activities:
  Asset acquisition                                              --              --        (2,422,417)
  Purchase of property and equipment                         (126,177)         (4,029)     (1,262,556)
  Purchase of patents and related expenditures                   --            (5,935)     (1,888,120)
                                                           ----------      ----------      ----------
    Net cash used in investing activities                    (126,177)         (9,964)     (5,573,093)
                                                           ----------      ----------      ----------
</TABLE>

                                   (continued)


                                       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
                                                                                            (date of
                                                           Three Months Ended March 31,   inception) to
                                                          -------------------------------   March 31,
                                                              2001            2000           2001
                                                          -----------------------------------------------

<S>                                                           <C>             <C>             <C>

Cash Flows from Financing Activities:
  Issuance of common shares for
   cash, net of share issue costs                                     --      $  1,500,000    $ 15,523,659
  Collection of stock subscription receivable                 $    561,300            --      $    561,300
  Issuance of convertible debenture                                   --              --         5,000,000
  Proceeds from exercise of stock options                           40,000         335,778       2,618,491
  Proceeds from exercise of warrants                                  --              --         3,903,995
  Issuance of notes payable                                           --              --         7,000,000
  Payment of notes payable                                        (105,420)         (5,509)     (6,915,865)
  Purchase of call options                                            --              --          (449,442)
  Redemption of convertible debentures                                --              --        (2,250,938)
                                                              ------------    ------------    ------------
     Net cash provided by financing activities                     495,880       1,830,269      24,991,200
                                                              ------------    ------------    ------------

Net Increase (Decrease) in Cash and Cash Equivalents              (654,206)      1,214,986         681,523
Cash and Cash Equivalents, Beginning of Period                   1,335,729         153,580            None
                                                              ------------    ------------    ------------
Cash and Cash Equivalents, End of Period                      $    681,523    $  1,368,566    $    681,523
                                                              ============    ============    ============


                                                                 Three Months Ended March 31,
                                                                --------------------------------
                                                                     2001            2000
                                                                --------------------------------
Supplemental Disclosures:
  Cash paid for interest                                          $ 20,637            None
                                                                ================================
  Cash paid for income taxes                                          None            None
                                                                ================================
</TABLE>

Supplemental  Schedule of Non-Cash Investing and Financing  Activities:  For the
Quarter  Ended March 31, 2000:
- We entered into a capital  lease  obligation of
$46,395 for laboratory equipment
                                   (concluded)



                                       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 generally
accepted accounting principles, so long as the statements are not misleading. In
the opinion of Company management,  these financial  statements and accompanying
notes contain all adjustments  (consisting of only normal recurring adjustments)
necessary to present fairly the financial position and results of operations for
the  periods  shown.  These  interim  financial  statements  should  be  read in
conjunction with the audited financial statements and notes thereto contained in
our Annual  Report on Form 10-K for the year ended  December 31, 2000 filed with
the  Commission  on April 2, 2001 and amended by Amendment No. 3 filed on May 9,
2001.

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

     The results of operations for the  three-month  period ended March 31, 2001
are not necessarily indicative of the results to be expected for the full year.


Note 2.  Common Stock

        Common stock transactions during the first quarter of 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                             20,000            40,000

         Cancellation of stock held in escrow                (266,170)             --
         Stock options issued to non-employees
                                                                --              104,737
         Stock options issued to employees
                                                                --              111,690
                                                       ---------------------------------
         Balance, March 31, 2001                           19,244,318       $32,645,016
                                                       =================================
</TABLE>




                                       6
<PAGE>


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

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 March 31, 2001 and the material changes
in our results of operations  and financial  condition  between the  three-month
periods ended March 31, 2001 and March 31, 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.


Results of Operations

     We have earned no operating revenues to date. Net losses totaled $1,903,774
($.10 per share) in the  quarter  ended March 31,  2001 and  $904,997  ($.06 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.

     During the first quarter of 2001, we completed the  installation  and began
testing of the pilot  plant  facility  at our  Tennessee  mineral  property.  In
connection  with this, we incurred and expensed costs of $135,000 for completion
of  fabrication  and  installation  of the pilot plant and $69,000 for  internal
labor,  overheads,  supplies  and  materials  for  construction  and  subsequent
operation of the facility.  In addition to this, we spent $21,000 for an initial
aerial  survey in order to obtain  detailed  topographic  data of the  Tennessee
mineral property.  We incurred no comparable mineral exploration and development
expenses  during  the  first  quarter  of  2000.  The  normal  ongoing  expenses
associated with our mineral  leaseholds,  which are principally  advance royalty
payments  and  labor  involved  in  exploration   activities,   did  not  change
significantly from the first quarter of 2000 to the first quarter of 2001.

     On January 1, 2001 we hired  fourteen  former BHP  Minerals  International,
Inc.  ("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 first quarter of 2000,  the cost  associated
with this  services  agreement  was  $342,000  and was charged to  research  and
development expense. Research and development expense decreased from $357,734 in
the quarter  ended  March 31,  2000 to  $122,888 in the quarter  ended March 31,
2001.  During  the first  quarter  of 2001,  of the  $264,000  in  salaries  and
overheads for these fourteen new  employees,  $118,000 was allocated to research
and  development  expense,  resulting  in a decrease of $224,000 in research and
development expense in the first quarter of 2001 over the first quarter of 2000.
The remaining $11,000 of the decrease was due to decreased  development spending
on the centrifugal jig.

     Professional services increased from $58,261 during the quarter ended March
31, 2000 to $105,131 for the quarter  ended March 31, 2001. In the first quarter
of 2001, we hired new auditors to audit our financial statements. As a result of
this,  we  experienced  an  increase  in audit fees of $56,000 to $37,000 in the
quarter  ended  March 31,  2001,  compared to  $(19,000)  (the  negative  amount
resulting from the reversal of a prior accrual) for the same quarter of 2000. We
also  experienced an increase in legal fees of $28,000 to $60,000 in the quarter
ended  March  31,  2001,  compared  to  $32,000  for the same  quarter  of 2000,
primarily as a result of preparation of regulatory  filings and other  documents
associated  with recent  financing  activities.  These  increases were partially
offset by a decrease  in  consulting  fees of  $39,000 to $8,000 in the  quarter
ended March 31, 2001,  compared to $47,000 for the same  quarter of 2000,  which
were primarily related to the titanium processing technology.

     General and  administrative  expenses  increased by $239,959 to $803,820 in
the quarter  ended March 31,  2001,  compared to $563,861 in the same quarter of
2000.  Salaries and  overheads  increased by $165,000 to $261,000 in the quarter
ended March 31,  2001,  compared to $96,000 for the same  quarter of 2000,  as a
result of hiring the  fourteen  former BHP  employees,  the  president of Altair
Technologies  and a general  counsel.  With respect to the  titanium  processing
technology,  we  experienced  an  increase  of $64,000 to $64,000 in the quarter
ended  March  31,  2001,  compared  to none for the same  quarter  of 2000,  for
operating supplies,  small tools, maintenance and office supplies, as well as an
increase of $39,000 to $39,000 in the quarter ended March 31, 2001,  compared to
none for the same  quarter  of 2000,  for  production  of product  samples.  Our


                                       7
<PAGE>


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

general corporate expenses increased by $12,000 to $209,000 in the quarter ended
March 31, 2001,  compared to $197,000 for the same quarter of 2000,  principally
for office supplies, postage and printing. These increases were partially offset
by a decrease  of $56,573 to  $216,427  in the  quarter  ended  March 31,  2001,
compared to $273,000 for the same quarter of 2000,  in stock option  expense for
options granted to employees and service providers.

     Depreciation and amortization expense decreased by approximately $28,000 to
$279,880 in the quarter ended March 31, 2001,  compared to $308,568 for the same
quarter of 2000, principally as a result of lengthening the amortization periods
of certain patents.  The amortization  periods were extended to equal the patent
lives.

     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 first
quarter of 2001 has  increased  over the same quarter of 2000 as a result of the
interest  on the  Note  and the  related  amortization  of the  discount  on the
Warrant.  At the same time, interest income has increased over the first quarter
of 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 first quarter of 2000, the United States dollar
strengthened  against  the  Australian  dollar  resulting  in a gain on  foreign
exchange of $559,000.


Liquidity and Capital Resources

     We have  earned  no  revenues  and  have  incurred  recurring  losses.  Our
accumulated deficit increased by $1,903,774 to $23,510,152 at March 31, 2001 due
to the net loss for the period of $1,903,774.

     Our cash and short-term  investments  decreased from $1,335,729 at December
31, 2000 to $681,523 at March 31, 2001,  principally as a result of cash used in
exploration activities offset by collection of stock subscriptions receivable of
$561,300.

     In  connection  with the  issuance  of the Note  and the  Warrant,  we have
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.

     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  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 have filed a
registration statement (the "Registration  Statement") registering the resale of
the common stock  issuable to the Holder upon exercise of this  exchange  right;
however,  this exchange  right will not be  exercisable  by the Holder until the
Registration  Statement becomes effective.  Because of the favorable  conversion
rate included in the Note, we anticipate that, once the  Registration  Statement
becomes  effective,  the Holder will exercise its exchange rights under the Note
as they  accrue.  Assuming  all exchange  rights are  exercised  soon after they
accrue, we will be able to draw from restricted cash  approximately  $145,834 in
cash each month until the Note is paid in full in December  2002.  This  amount,
together with cash flow from sales of titanium dioxide  nanoparticles  which are
anticipated to begin during  mid-2001,  is expected to provide  adequate working
capital.   We  will  require  additional   financing  in  order  to  expand  our
nanoparticle production facility when, and if, current capacity cannot keep pace
with  product  sales and to continue  our  accelerated  development  work on the
titanium processing technology and the Tennessee mineral property.

                                       8
<PAGE>


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

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
sufficiency  of the  Company's  working  capital,  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  or  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 on Form 10-K/A.



                                       9
<PAGE>


                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)      See Exhibit Index attached hereto.

         (b)      Reports on Form 8-K
                  -------------------
                        We filed a Current  Report on Form 8-K on March 23, 2001
         in which we reported our decision to change our independent auditors on
         March  20,  2001.  We  reported  that we  dismissed  McGovern,  Hurley,
         Cunningham,  LLP,  Chartered  Accountants  and  that,  pursuant  to the
         recommendation of management and the approval of the board of directors
         and audit committee, we appointed Deloitte & Touche LLP as our auditors
         for the fiscal year ended December 31, 2000.

                        On March  28,  2001,  we filed  Amendment  No. 1 on Form
         8-K/A  amending our Current Report on Form 8-K filed on March 23, 2001.
         We filed  the  amendment  to more  clearly  state  that  there  were no
         specified  disagreements between us and our independent auditors during
         the fiscal years ended  December 31, 1999 and December 31, 1998 and the
         subsequent interim period ended March 20, 2001.

                        On April  18,  2001,  we filed  Amendment  No. 1 on Form
         8-K/A  amending our Current  Report on Form 8-K dated December 15, 2000
         filed with the SEC on  December  26,  2000 in order to attach a copy of
         the Exhibits containing conformed signature pages.



                                       10
<PAGE>


                                   SIGNATURES
                                   ----------

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


                                           Altair International Inc.



     May 14, 2001      By:   /s/ William P. Long
         Date                ------------------------------
                                 William P. Long, President



     May 14, 2001      By:   /s/ Edward H. Dickinson
         Date                ------------------------------------------------
                                 Edward H. Dickinson, Chief Financial Officer



                                       11
<PAGE>


<TABLE>
<CAPTION>

                                  EXHIBIT INDEX


                 Exhibit                                                                  Incorporated      Filed
                   No.                       Exhibit                                      by Reference     Herewith
                ----------     --------------------------------------------------------- --------------  -------------
<S>               <C>                                                                          <C>        <C>
                  3.1          Articles of Incorporation of the Registrant                     (1)
                  3.2          Amendment to Articles of Incorporation of the                   (2)
                               Registrant dated November 6, 1996
                  3.3          Bylaws of the Registrant                                        (1)
-----------------------
</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.


                                       12
<PAGE>