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

                                    FORM 10-Q
                                    ---------

 [X]     QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

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


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


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




                         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


                            ALTAIR INTERNATIONAL INC.
                           ---------------------------
                           (Former name of registrant)


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



As of November 12, 2002 the registrant had 26,792,106 Common Shares outstanding.




<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
<CAPTION>

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

                                                         September 30,      December 31,
                                                              2002              2001
                                                         ------------       ------------
                              ASSETS
<S>                                                      <C>                <C>
Current Assets
     Cash and cash equivalents                           $    306,061       $    599,884
     Other current assets                                     122,283             33,651
                                                         ------------       ------------
         Total current assets                                 428,344            633,535

Property and Equipment, net                                 7,439,345          5,987,950

Patents and Related Expenditures, net                       1,167,670          3,739,864

Other Assets                                                  238,883            491,894
                                                         ------------       ------------

                           Total Assets                  $  9,274,242       $ 10,853,243
                                                         ============       ============

               LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
     Accounts payable and accrued liabilities            $    824,897       $    528,405
     Note payable - current portion                         1,784,827               --
     Loans payable - related parties                             --              143,000
     Capital lease obligations - current portion                 --                2,312
     Deferred revenue                                            --               40,972
                                                         ------------       ------------
         Total current liabilities                          2,609,724            714,689
                                                         ------------       ------------

Note Payable, Long-Term Portion                             2,458,023          1,462,060
                                                         ------------       ------------

Commitments and Contingencies

Stockholders' Equity
     Common stock, no par value,  unlimited  shares
       authorized;  26,203,902 and 22,694,142 shares
       issued and outstanding at September 30,
       2002 and December 31, 2001                          41,466,778         38,089,320
     Deficit accumulated during the development stage     (37,260,283)       (29,412,826)
                                                         ------------       ------------

                    Total Shareholders' Equity              4,206,495          8,676,494
                                                         ------------       ------------

            Total Liabilities and Shareholders' Equity   $  9,274,242      $ 10,853,243
                                                         ============       ============

</TABLE>

                      (See Notes to Financial Statements.)


                                       2
<PAGE>



<TABLE>
<CAPTION>

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

                                                                                                               Period
                                                                                                            April 9, 1973
                                               Three Months Ended                 Nine Months Ended           (date of
                                                  September 30,                     September 30,           inception) to
                                          ------------------------------    -----------------------------   September 30,
                                              2002            2001              2002            2001             2002
                                          --------------  --------------    --------------  -------------  ---------------
<S>                                         <C>             <C>             <C>             <C>             <C>
Sales                                       $     45,089            None    $     98,760            None    $    141,576

Cost of sales                                     16,702            None          48,028            None          66,203
                                            ------------    ------------    ------------    ------------    ------------
Gross Margin                                      28,387            None          50,732            None          75,373
                                            ------------    ------------    ------------    ------------    ------------
Operating Expenses
     Mineral exploration and development         132,262    $    154,642         491,039    $    754,396       6,409,704
     Research and development                    146,749         138,196         449,398         406,467       3,578,357
     Professional services                       105,574         139,051         561,014         452,707       3,124,926
     General and administrative expenses         648,571         591,676       1,894,785       2,162,481      13,742,267
     Depreciation and amortization               209,903         287,240         781,304         851,933       5,298,718
     Asset impairment                               --              --         2,759,956            --         2,759,956
                                            ------------    ------------    ------------    ------------    ------------
       Total operating expenses                1,243,059       1,310,805       6,937,496       4,627,984      34,913,928
                                            ------------    ------------    ------------    ------------    ------------
Loss from Operations                           1,214,672       1,310,805       6,886,764       4,627,984      34,838,555
                                            ------------    ------------    ------------    ------------    ------------
Other (Income) Expense:
     Interest expense                            316,676         307,035         913,513       1,341,302       4,297,464
     Interest income                                (343)        (17,383)         (1,877)       (129,960)       (815,717)
     Loss (gain) on foreign exchange                --                99             390             308        (558,387)
                                            ------------    ------------    ------------    ------------    ------------
       Total other expense, net                  316,333         289,751         912,026       1,211,650       2,923,360
                                            ------------    ------------    ------------    ------------    ------------
Loss before extraordinary items                1,531,005       1,600,556       7,798,790       5,839,634      37,761,915
                                            ------------    ------------    ------------    ------------    ------------
Extraordinary items:
     Gain on forgiveness of debt                    --              --              --              --          (795,972)
     Loss on redemption of convertible
       debentures                                   --              --              --              --           193,256
                                            ------------    ------------    ------------    ------------    ------------
       Total extraordinary items                    --              --              --              --          (602,716)
                                            ------------    ------------    ------------    ------------    ------------
Net loss                                       1,531,005       1,600,556       7,798,790       5,839,634      37,159,199
Preferential Warrant Dividend                     48,666            --            48,666            --           101,084
                                            ------------    ------------    ------------    ------------    ------------
Net Loss Applicable to Shareholders         $  1,579,671    $  1,600,556    $  7,847,456    $  5,839,634    $ 37,260,283
                                            ============    ============    ============    ============    ============
Loss per Common Share:
   Loss before extraordinary items:
     Basic and diluted                      $       0.06    $       0.08    $       0.33    $       0.30    $       4.78
   Effect of extraordinary items on
     earnings per share:
     Basic and diluted                              --              --              --              --             (0.08)
                                            ------------    ------------    ------------    ------------    ------------
Loss per common share - Basic and diluted   $       0.06    $       0.08    $       0.33    $       0.30    $       4.70
                                            ============    ============    ============    ============    ============
Weighted average shares - Basic and
diluted                                       24,951,065      20,494,270      23,946,170      19,706,588       7,897,912
                                            ============    ============    ============    ============    ============

</TABLE>


                                          (See Notes to Financial Statements)


                                       3
<PAGE>


<TABLE>
<CAPTION>


                         ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                                 (An Exploration Stage Company)
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Expressed in United States Dollars)
                                          (Unaudited)
                                                                                        Period
                                                                                    April 9, 1973
                                                                                      (date of
                                                           Nine Months Ended        inception) to
                                                             September 30,          September 30,
                                                     -----------------------------
                                                          2002            2001           2002
                                                     --------------------------------------------
<S>                                                  <C>             <C>             <C>
Cash flows from development activities:
     Net loss                                        $ (7,798,790)   $ (5,839,634)   $(37,159,199)
     Adjustments to reconcile net loss to net cash
       used in development activities:
       Depreciation and amortization                      781,304         851,933       5,298,718
       Shares issued for services                          25,000            --           124,926
       Shares issued for interest                         234,950            --         1,058,777
       Issuance of stock options to non-employees         167,393         142,082       3,170,933
       Issuance of stock options to employees                --              --            78,220
       Issuance of stock warrants                         108,556         374,181         924,861
       Amortization of discount on note payable           347,554         309,330         762,627
       Amortization of debt issuance costs                257,453            --           357,453
       Asset impairment                                 2,759,956            --         2,759,956
       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 translation                  --              --          (559,179)
       Deferred financing costs written off                  --              --           515,842
     Changes in assets and liabilities (net of
       effects of acquisition):
       Restricted cash                                       --         1,495,285            --
       Other current assets                               (33,180)        343,660       1,667,767
       Other assets                                        71,558          74,997         (97,162)
       Accounts payable and accrued liabilities           298,300         449,912         557,491
       Deferred revenue                                   (40,972)         (6,008)           --
                                                     ------------    ------------    ------------

Net cash used in development activities                (2,820,918)     (1,804,262)    (21,138,740)
                                                     ------------    ------------    ------------

Cash flows from investing activities:
     Asset acquisition                                       --              --        (2,422,417)

     Purchase of property and equipment                (2,420,463)       (152,367)     (3,555,972)
     Purchase of patents and related expenditures            --              --        (1,882,187)
                                                     ------------    ------------    ------------

Net cash used in investing activities                  (2,420,463)       (152,367)     (7,860,576)
                                                     ------------    ------------    ------------

</TABLE>


                                                                    (continued)

                                       4
<PAGE>

<TABLE>
<CAPTION>
                  ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Expressed in United States Dollars)
                                   (Unaudited)
                                                                                        Period
                                                                                     April 9, 1973
                                                                                       (date of
                                                                                     inception) to
                                                            September 30,            September 30,
                                                       ----------------------------
                                                          2002          2001              2002
                                                       ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>
Cash flows from financing activities:
 Issuance of common shares for cash, net of
  share issue costs                                    $  2,285,123    $  2,024,727    $ 20,458,782
 Collection of stock subscription receivable                   --           561,300         561,300
 Issuance of shares under Employee Stock
  Purchase Plan                                              74,033            --            74,033
 Issuance of convertible debenture                             --              --         5,000,000
 Proceeds from exercise of stock options                       --            65,000       2,708,491
 Proceeds from exercise of warrants                         300,477            --         4,917,805
 Issuance of related party notes                              6,243            --           174,243
 Issuance of notes payable                                2,433,237            --         9,433,237
 Payment of notes payable                                      --        (2,012,399)    (11,120,816)
 Payment of related party notes                            (149,243)           --          (174,243)
 Payment on capital lease                                    (2,312)           --           (27,075)
 Purchase of call options                                      --              --          (449,442)
 Redemption of convertible debentures                          --              --        (2,250,938)
                                                       ------------    ------------    ------------

Net cash provided by financing activities                 4,947,558         638,628      29,305,377
                                                       ------------    ------------    ------------

Net increase (decrease) in cash and cash equivalents       (293,823)     (1,318,001)        306,061

Cash and cash equivalents, beginning of period              599,884       1,335,729            None
                                                       ------------    ------------    ------------

Cash and cash equivalents, end of period               $    306,061    $      17,728   $     306,061
                                                       ============    ============    ============

Supplemental disclosures:
                                                            None       $    324,601
                                                       ============    ============
Cash paid for income taxes                                  None            None
                                                       ============    ============

</TABLE>

                                                                    (continued)






                                       5
<PAGE>




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


Supplemental  schedule of non-cash investing and financing  activities:
For the nine months ended September 30, 2002:
   -     In accordance  with the terms of our Doral 18, LLC 2001  Note,  we paid
            $221,808  of  interest  (including  $55,452 of prepaid  interest  at
            September  30, 2002)  through the issuance of 299,394  shares of our
            common  stock.  The  conversion  of  the  interest  resulted  in  an
            additional interest expense of $70,401.
   -    We issued 50,000 common shares in payment of financing fees  associated
            with the Doral 18, LLC 2001 Note. The common shares had a fair value
            of $76,000  which was  recorded  as debt  issue cost on the  balance
            sheet.
   -    We entered  into  a note  payable   with  BHP  with  a  face  amount  of
            $3,000,000.  There is no  interest  due on the note for the first 36
            months.  As a result,  we imputed the  interest and reduced the face
            amount of the note payable by $566,763. The imputed interest expense
            for the period was $24,786.

For the nine months ended September 30, 2001:
   -     We cancelled  call options on 228,456 shares of our common stock to pay
            $97,743 of  principal  and $244,941 of interest on the Doral 18, LLC
            2000  Note.  In  addition,  the  cancellation  of the  call  options
            resulted in an additional interest expense of $210,568.
   -     In connection with amendments to the Doral 18, LLC 2000 Note, we issued
            warrants  for 300,000  shares of common  stock.  The warrants had an
            estimated fair value of $346,354.
   -     In accordance  with the terms of our Doral 18, LLC 2000  Note,  we paid
            $46,027 of  interest  through the  issuance of 22,900  shares of our
            common  stock.  The  conversion  of  the  interest  resulted  in  an
            additional interest expense of $13,700.

                                                                     (concluded)

                       (See Notes to Financial Statements)



                                       6
<PAGE>






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

Note 1.  Basis of Preparation of Financial Statements

         These unaudited interim financial statements of Altair Nanotechnologies
Inc. and its subsidiaries  (collectively,  "Altair", "We" or the "Company") have
been prepared in accordance  with the rules and regulations of the United States
Securities  and  Exchange   Commission  (the   "Commission").   Such  rules  and
regulations allow the omission of certain  information and footnote  disclosures
normally included in financial statements prepared in accordance with accounting
principles  generally  accepted in the United States,  so long as the statements
are not  misleading.  In the  opinion of  Company  management,  these  financial
statements and  accompanying  notes contain all adjustments  (consisting of only
normal recurring adjustments) necessary to present fairly the financial position
and  results of  operations  for the  periods  shown.  These  interim  financial
statements should be read in conjunction with the audited  financial  statements
and notes thereto contained in our Annual Report on Form 10-K for the year ended
December 31, 2001, as filed on April 1, 2002.

         At our annual  meeting held on June 12, 2002, the  shareholders  of the
Company approved an amendment to our articles of incorporation formally changing
our name to "Altair Nanotechnologies Inc."

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

         The accompanying  consolidated  financial statements have been prepared
on a going concern basis,  which  contemplates the realization of assets and the
satisfaction  of liabilities  in the normal course of business.  As shown in the
consolidated financial statements,  we incurred net losses of $1,531,005 for the
quarter  ended  September  30, 2002 and  $7,798,790  for the nine  months  ended
September 30, 2002, and since the date of inception have incurred cumulative net
losses of  $37,159,199.  At September  30, 2002,  current  liabilities  exceeded
current assets by $2,181,380. These factors, among others, may raise substantial
doubt about the Company's ability to continue as a going concern.

         The   consolidated   financial   statements  do  not  include   certain
adjustments  relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should we be unable to continue as a going concern.  Our continuation as a going
concern is dependent upon our ability to generate  sufficient  cash flow to meet
our obligations on a timely basis, to obtain additional financing or refinancing
as may be required,  to develop commercially viable products and processes,  and
ultimately  to  establish  successful  operations.  We  are in  the  process  of
developing the titanium  processing  technology.  The  recoverability of amounts
capitalized  as property and equipment and patents and related  expenditures  is
dependent  upon our  ability  to  successfully  develop  and  commercialize  the
titanium processing technology.

         At September  30, 2002, we had cash and cash  equivalents  of $306,061,
and during the period  October 1, 2002 through  November 1, 2002 we received net
proceeds of  $325,000  from the sales of common  shares and  warrants in private
placements and the exercise of options to purchase common shares.  These amounts
of cash are sufficient to fund our basic  operations  through November 30, 2002.
In order to conserve cash, we have reduced our cash  expenditures  to the extent
possible without significantly affecting our development efforts with respect to
the  titanium  processing  technology.  We  anticipate  that we will receive the
remaining  $324,877 of the  purchase  price owed under the amended and  restated
stock purchase  agreement  described  below in Note 3 on or before  December 31,
2002. If we receive the remainder of the purchase price during November 2002, we
expect  that  this  additional  capital  will be  sufficient  to fund our  basic
operations  through  at  least  December  31,  2002.  If we do not  receive  the
remainder of the purchase price during November 2002, we will require additional
financing  during  November 2002 in order to provide working capital to fund our
day-to-day operations.

                                       7
<PAGE>

         In order to reduce the rate at which we are using  cash,  we have taken
several cost cutting measures, the most significant of which is the reduction of
expenditures on the Tennessee mineral property and the jig to the minimum amount
necessary  to  maintain  these  assets  with no  ongoing  development  activity.
Nevertheless,  even with such cost cutting  measures,  as stated above,  we will
need  additional  financing  to fund our  basic,  day-to-day  operations  during
December,  2002. Because our projected near-term sales of nanoparticle  products
are  minimal,  we expect to  generate  such  funds  through  additional  private
placements  of our common  stock and  warrants to purchase  our common  stock or
other debt or equity securities.  As of November 1, 2002, we have no commitments
to provide  additional  financing  or to  purchase  a  significant  quantity  of
nanoparticle  products.  If we are unable to obtain financing on a timely basis,
we may be forced to more significantly  curtail and, at some point,  discontinue
operations.

         The results of operations for the three- and  nine-month  periods ended
September 30, 2002 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.

         Stock -Based  Compensation  - We have elected to follow the  accounting
provisions of Accounting  Principles Board (APB) Opinion No. 25,  Accounting for
Stock Issued to  Employees,  and to furnish the pro forma  disclosures  required
under Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based Compensation.

         Recent  Accounting   Pronouncements  -  In  June  2001,  the  Financial
Accounting  Standards  Board  ("FASB")  issued SFAS No. 142,  Goodwill and Other
Intangible  Assets,  which  addresses  the  financial  accounting  and reporting
standards  for the  acquisition  of  intangible  assets  outside  of a  business
combination  and for goodwill and other  intangible  assets  subsequent to their
acquisition.  This accounting  standard requires annual  impairment  testing for
goodwill and intangible assets, and the elimination of periodic  amortization of
goodwill and certain intangibles. We adopted SFAS No. 142 on January 1, 2002.

         In August  2001,  the FASB  issued  SFAS No.  144,  Accounting  for the
Impairment or Disposal of Long-Lived Assets.  SFAS No. 144 addresses  accounting
and reporting for the impairment or disposal of long-lived assets, including the
disposal of a segment of business. We adopted SFAS No. 144 on January 1, 2002.

        As a result of changes in  circumstances  regarding the development and
use of the jig, during the quarter ended June 30, 2002 we recorded an impairment
adjustment for the jig patents and physical assets in the amount of $2,759,956.

        In June  2001,  the FASB  issued  SFAS No.  143,  Accounting  for  Asset
Retirement  Obligations,  which  requires  asset  retirement  obligations  to be
recognized when they are incurred and displayed as liabilities.  SFAS No. 143 is
effective for the year ending December 31, 2003. We adopted SFAS No. 143 on July
1,  2002 and do not  expect  this  statement  to have a  material  impact on our
consolidated financial statements.

         In  April  2002,  the FASB  issued  SFAS No.  145,  Rescission  of FASB
Statements  No. 4, 44 and 64,  Amendment of FASB  Statement No. 13 and Technical
Corrections.  SFAS No. 145 rescinds  several  statements,  including SFAS No, 4,
Reporting Gains and Losses from Extinguishment of Debt. The statement also makes
several technical  corrections to other existing  authoritative  pronouncements.
SFAS No. 145 is effective for us July 1, 2002, except for the rescission of SFAS
No. 4, which is effective  January 2003. We do not expect this statement to have
a material impact on our consolidated financial statements.

        In June  2002,  the FASB  issued  SFAS No.  146,  Accounting  for  Costs
Associated with Exit or Disposal Activities, which requires that a liability for
a cost  associated  with an exit or  disposal  activity be  recognized  when the
liability is incurred and nullifies EITF 94-3. We adopted SFAS No. 146 effective
July 1, 2002 and do not expect this  statement to have a material  impact on our
consolidated financial statements.



                                       8
<PAGE>



Note 3.  Common Stock

        Common stock  transactions  during the nine months ended  September  30,
2002 were as follows:
<TABLE>
<CAPTION>

                                                                        Common Stock
                                                              ---------------------------------
                                                                                  Stated
                                                                  Shares          Amount
                                                              ---------------------------------
<S>                                                                <C>             <C>
         Balance, December 31, 2001                                22,694,142      $38,089,320
         Common stock issued through private placements             2,690,593        2,285,123
         Shares issued on exercise of warrants                        286,169          300,477

         Stock options issued to non-employees                           --            167,393

         Warrants issued for services                                    --            108,556

         Shares issued for services                                   100,000          101,000

         Shares issued under Employee Stock Purchase Plan             133,604           74,033
         Shares issued for payment of interest on
              Doral 18, LLC note                                      299,394          292,210

         Preferential warrant dividend                                   --             48,666
                                                              ---------------------------------
         Balance, September 30, 2002                               26,203,902      $41,466,778
                                                              =================================
</TABLE>

         During the nine months ended  September  30, 2002,  we sold, in private
placements, 2,690,593 common shares plus 2,348,390 warrants for cash proceeds of
$2,285,123.  Of these  amounts,  $935,123  was  received  in payment for 890,593
common shares and 1,335,890  warrants  under a stock  purchase  agreement  dated
March 11,  2002 and  amended  on April 26,  2002.  The  amended  stock  purchase
agreement  calls for the  purchase of  1,200,000  common  shares plus  1,800,000
warrants for total  consideration  of $1,260,000.  The remainder of the purchase
price  ($324,877)  was to be paid by July  31,  2002,  but has  been  informally
extended to December 31, 2002. Of the other private  placements  made during the
nine months ended  September  30, 2002,  a total of 250,000  common  shares plus
250,000  warrants were issued which included four options,  each option granting
the  investor the right to purchase the same  quantity,  and no less,  of common
shares and warrants at the same price as the initial placement.  As of September
30,  2002,  one option was  exercised  for 200,000  common  shares plus  200,000
warrants  resulting  in proceeds of  $100,000.  The options  expire at staggered
dates,  the latest being December 31, 2002, and all of the options  terminate if
one of the options is  permitted  to expire  without  being  exercised  in full.
Warrants  issued  during the nine months ended  September  30, 2002 had exercise
prices ranging from $1.00 to $5.00.

         On April 16, 2002, we reduced the exercise price of 582,500 outstanding
warrants to $1.05 per share for the period April 26, 2002 through June 30, 2002.
The warrants had been previously  issued with exercise prices ranging from $3.50
to $5.00. As a result of these  repricings,  we recorded a preferential  warrant
dividend of $48,666 as of the repricing  date. A total of 286,169  warrants were
exercised prior to the expiration date.

         On August 6, 2002, we adopted an Employee  Stock Purchase Plan ("ESPP")
which allows  employees to purchase  common shares through  payroll  deductions.
Through  September 30, 2002, a total of 133,604  common shares were issued under
the ESPP at prices ranging from $0.38 to $0.78 per share.

         During the first  quarter of 2002,  we issued  59,689  common shares to
Doral 18, LLC ("Doral") in payment of $69,771 of interest on our $2,000,000 note
payable (the `Note") for the period December 28, 2001 through March 26, 2002. On
April 3, 2002 we issued 143,791 common shares to Doral in payment of $146,667 of
interest on the Note for the period March 27, 2002 through  September  27, 2002.
In return, Doral also agreed to reduce the requirement that we maintain cash and
cash  equivalents  from  $250,000 to $125,000  during the period  March 27, 2002
through  September  27, 2002.  On September  24, 2002,  we issued  95,914 common
shares to Doral in payment of  $75,772  of  interest  on the Note for the period
September 28, 2002 through  December 31, 2002.  In return,  Doral also agreed to
reduce the requirement  that we maintain cash and cash equivalents from $250,000
to $125,000 during the period September 28, 2002 through December 31, 2002.



                                       9
<PAGE>


Note 4.  Notes Payable

        Notes  payable  consisted of the  following  at  September  30, 2002 and
December 31, 2001:

                                        September 30, 2002    December 31, 2001
                                        ------------------    -----------------
Note payable to BHP Minerals
   International Inc.                      $ 2,458,023          $      --
Note payable to Doral 18, LLC                1,947,146            1,867,857
Less discount resulting from allocation
   of debt proceeds to warrant                (162,319)            (405,797)

Less current portion                        (1,784,827)                --
                                           -----------          -----------
Long-term portion of notes payable         $ 2,458,023          $ 1,462,060
                                           ===========          ===========

         On August 8, 2002, we entered into a purchase and sale  agreement  with
BHP Minerals International, Inc. ("BHP") wherein we purchased the land, building
and fixtures in Reno,  Nevada where our titanium  processing assets are located.
In connection with this transaction, BHP also agreed to terminate our obligation
to pay  royalties  associated  with the sale or use of the  titanium  processing
technology.  In return, we issued to BHP a note in the amount of $3,000,000,  at
an interest rate of 7%,  secured by the property we acquired.  Interest does not
begin to accrue until August 8, 2005.  As a result,  we imputed the interest and
reduced the face amount of the note  payable by $566,763.  The first  payment of
$600,000 of principal plus accrued interest is due February 8, 2006.  Additional
payments of $600,000 plus accrued  interest are due annually on February 8, 2007
through 2010.


Note 5.  Intangible Assets

        Our  intangible  assets  consist of  patents  and  related  expenditures
associated with the titanium processing technology.  In accordance with SFAS No.
142, we are  amortizing  these assets over their  useful  lives.  The  amortized
intangible asset balance as of September 30, 2002 was:

                                    Gross                              Net
                                  Carrying         Accumulated       Carrying
                                   Amount         Amortization        Amount
                               -------------    --------------   ---------------
       Patents and related
          expenditures         $   4,030,450    $ (2,862,780)    $   1,167,670

         The  weighted  average  amortization  period for  intangible  assets is
approximately 16.5 years.  Amortization expense was $206,039 for the nine months
ended September 30, 2002,  which  represented the  amortization  relating to the
identified  intangible assets still required to be amortized under SFAS No. 142.
This amount included $141,779 of amortization expense related to the jig patents
which was recorded prior to an adjustment for asset impairment at June 30, 2002.
For each of the next five years,  amortization  expense  relating to intangibles
will be $85,680 per year.




                                       10
<PAGE>




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

         The  following  discussion  summarizes  the  material  changes  in  our
financial  condition  between  December 31, 2001 and  September 30, 2002 and the
material  changes in our results of operations and financial  condition  between
the three- and  nine-month  periods  ended  September 30, 2001 and September 30,
2002. 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, 2001.

Overview

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

         In 1996, we acquired all patent rights to the Campbell Centrifugal Jig,
since modified and renamed the Altair Centrifugal Jig. Since April 1996, we have
acquired mineral leaseholds on approximately 9,700 acres of land in Tennessee. A
prefeasibility  study  issued  in July 1998  confirmed  the  existence  of heavy
minerals and suggests that the property warrants further  exploration.  Based on
the  results  of  these  independent   studies,  we  have  initiated  additional
feasibility testing.

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

         In the second  quarter of 2002, we initiated  research and  development
efforts directed toward the utilization of nanomaterials in the  pharmaceuticals
industry.   In  July  2002,  we  announced  the  development  of  a  new  active
pharmaceutical ingredient for the treatment of hyperphosphatemia (elevated serum
phosphate levels) in patients undergoing kidney dialysis,  as well as a new drug
delivery system using inorganic ceramic nanoparticles.  In August 2002, we filed
a patent  application  covering  these  developments.  We are currently  seeking
business relationships with pharmaceutical companies that can conduct additional
testing and  development,  seek necessary FDA approvals and take the other steps
necessary to bring the new pharmaceutical ingredient and drug delivery system to
market.  Although we are presently in  discussions  with several  pharmaceutical
companies  regarding such a business  relationship,  we can provide no assurance
that we will  enter  into any  agreements  with any such  company  or  otherwise
exploit the potential value of these new developments.

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.

         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.

                                       11
<PAGE>

         o    Long-lived  assets.  Our long-lived assets consist  principally of
              pigment production  equipment,  the intellectual property (patents
              and patent  applications)  associated with it, and a building.  At
              September  30,  2002,  the  carrying  value  of these  assets  was
              $8,514,682, or 92% 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  SFAS No.  123,  Accounting  for Stock  Based
              Compensation,  encourages  entities  to  adopt a  fair-value-based
              method  of  accounting   for  stock  options  and  similar  equity
              instruments,  it also  allows  an  entity  to  continue  measuring
              compensation   cost  for   stock-based   compensation   using  the
              intrinsic-value   method  of  accounting  prescribed  by  APB  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. We calculate the
              compensation  expense that would be recognized  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  September 30, 2002 Compared to Three Months Ended  September
30, 2001
--------------------------------------------------------------------------------

         For the three  months ended  September  30,  2002,  net losses  totaled
$1,531,005 ($.06 per share) compared to $1,600,556 ($.08 per share) for the same
period of 2001.  Principal  factors  contributing  to the  losses  during  these
periods were the lack of  substantial  revenue  together with the  incurrence of
operating expenses.

         For the three months ended September 30, 2002, we generated revenues of
$45,089.   Of  this  amount,   $10,739  came  from  sales  of  titanium  dioxide
nanoparticles  and lithium  titanate  nanoparticles.  An  additional  $18,000 of
revenues  were  earned from a  consulting  project  involving  use of the jig to
recover titanium dioxide from pigment processing waste. The remaining $16,350 of
revenues  came from fees earned under a services  agreement  entered into with a
materials company in September 2002. Under the terms of the services  agreement,
we will test the materials  company's mineral  concentrates in the production of
titanium dioxide pigments using our titanium processing technology.  The testing
will be conducted  over a five-month  period and will generate total revenues of
approximately $100,000.

         During  the  third   quarter  of  2002,   we  continued  to  limit  the
expenditures  for mineral  exploration  and  development  to those  necessary to
maintain the Tennessee mineral property without additional development activity.
Accordingly,  mineral exploration and development  expenses decreased by $22,380
from $154,642 in the quarter ended September 30, 2001 to $132,262 in the quarter
ended September 30, 2002.

         Our research and  development  ("R&D")  efforts in the third quarter of
2002 were directed principally to pharmaceuticals, catalysts, batteries and fuel
cells.  R&D expenses  increased by $8,553 from  $138,196 in the third quarter of
2001 to  $146,749  in the same  period  of  2002,  principally  as a  result  of
increased  staff  time  being  devoted to these R&D  projects  with a  resulting
decrease in time spent on construction  projects and  administrative and general
activities.  Although total payroll charged to R&D increased by $32,000 from the
third quarter of 2001 to the third quarter of 2002,  this increase was partially
offset  by a  decrease  of  $21,000  for  costs  of an  R&D  contract  with  the
Massachusetts Institute of Technology which expired in July 2002.

         Professional services, which consist principally of legal, consulting
and audit  expenses,  decreased  from $139,051  during the third quarter 2001 to
$105,574 in the third quarter 2002. The decrease is attributable to a decline in
consulting  expenses of $64,000  resulting  principally  from decreases in stock
options  granted  to  outside  service  providers  and fees  paid for  financing
transactions.  These  decreases  are offset  partially  by an  increase in legal
expenses of $30,000  resulting from additional  securities and general corporate
work.

                                       12
<PAGE>

         General and administrative  expenses increased by $56,895 from $591,676
in  third  quarter  2001 to  $648,571  in the  same  period  of  2002.  Expenses
associated  with stock  options  increased by $230,000 from the third quarter of
2001 to the third quarter of 2002. During the third quarter of 2001, we recorded
negative option expense for repriced options in the amount of $82,000,  while in
the third  quarter of 2002 we  recorded  positive  option  expense of  $149,000,
thereby  causing an increase of $230,000  from 2001 to 2002. In 2002, we entered
into stock purchase agreements with certain investors wherein the investors were
granted  four  options,  each of which gave them the right to purchase  the same
number  of  common  shares  and  warrants  at the  same  price  as  the  initial
transaction.  The fair value of these  options was  $149,000.  This  increase in
expense was partially offset by decreases in other expenses.  Investor relations
expense  decreased  by  $49,000  as we cut back some of our  investor  relations
programs,  payroll  costs  decreased by $20,000 due to a reduction in employees,
and  general  corporate  expenses  were  reduced  by  $37,000.   At  our  Altair
Nanomaterials  subsidiary,  general  operating  costs for  items  such as tools,
operating  supplies and laboratory  supplies decreased by $34,000 as a result of
our efforts to reduce costs, and payroll charged to  administrative  and general
was reduced by $32,000 as more time was devoted to R&D.

         During the second  quarter of 2002, we recorded an asset  impairment of
$2,759,956 for the jig assets which reduced their  depreciable  balance to zero.
As  a  result,   depreciation  is  no  longer  recorded  for  these  assets  and
depreciation and amortization expense declined by $77,337 from the third quarter
of 2001 to the third quarter of 2002.

         During the third  quarter of 2001,  we had in excess of  $2,500,000  of
restricted  cash  that  was  received  in  connection  with  our  issuance  of a
$7,000,000  Asset-Backed  Exchangeable  Term Note (the "Note").  Interest income
earned on this cash was $15,363  during the quarter.  On December 28, 2001,  the
Note  was  exchanged  for a new  note  and the  restricted  cash was paid to the
lender.  As a result of this,  our cash balance  available  for  investment  was
significantly  reduced  during  the third  quarter of 2002 and  interest  income
declined by $17,040.

         During third quarter 2002, we recorded a preferential  warrant dividend
of $48,666 for 582,500  warrants that were repriced to $1.05 from prices ranging
from $3.50 to $5.00. The preferential  warrant dividend  represents the increase
in fair value of the warrants as a result of the  repricing.  A total of 286,169
of the repriced warrants were exercised.

Nine months ended September 30, 2002 Compared to Nine months ended September 30,
2001
--------------------------------------------------------------------------------

         For the nine  months  ended  September  30,  2002,  net losses  totaled
$7,798,790 ($.33 per share) compared to $5,839,634 ($.30 per share) for the same
period of 2001.

         In the nine months ended  September 30, 2002, we generated  revenues of
$98,760.   Of  this  amount,   $64,410  came  from  sales  of  titanium  dioxide
nanoparticles,   lithium  titanate   nanoparticles  and  related  products.   An
additional  $18,000 of revenues were earned from a consulting  project involving
use of the jig to recover  titanium dioxide from pigment  processing  waste. The
remaining  $16,350 of revenues came from fees earned under a services  agreement
entered into with a materials  company in September 2002. Sales of nanoparticles
included  $40,972 of previously  deferred  revenues for which product  shipments
were made during the first quarter of 2002.  These  products were used primarily
in thermal spray coatings.

         Mineral exploration and development expenses decreased by $263,357 from
$754,396 for the nine months ended  September  30, 2001 to $491,039 for the nine
months ended  September  30, 2002.  During the nine months ended  September  30,
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. We incurred
no comparable  mineral  exploration  and  development  expenses  during the nine
months ended September 30, 2002.  Other  exploration  and  development  expenses
associated with the Tennessee mineral property  decreased by $98,000 in the nine
months ended September 30, 2002 when compared to the comparable quarter of 2001,
principally  as a result of our  efforts  to reduce  expenditures,  but this was
offset  by  increased  advance  royalty  payments  of  $35,000  for the  mineral
leaseholds.

         Our R&D  efforts  in the nine  months  ended  September  30,  2002 were
directed  principally to pharmaceuticals,  batteries,  catalysts,  thermal spray
coatings and fuel cells. R&D expenses  increased by $42,931 from $406,467 in the
nine months ended September 30, 2001 to $449,398 in the same period of 2002 as a
result of  increased  staff time  being  devoted  to these R&D  projects  with a


                                       13
<PAGE>

resulting decrease in time spent on construction projects and administrative and
general  activities.  During the nine months ended  September  30,  2002,  total
payroll charged to R&D increased by $66,000 over the comparable  period of 2001.
In addition, materials, supplies and other vendor expenses increased by $10,000.
These  increases were partially  offset by a decrease of $31,000 for costs of an
R&D contract with the  Massachusetts  Institute of  Technology  which expired in
July 2002.

         Professional  services  increased by $108,307 from $452,707  during the
nine months ended September 30, 2001 to $561,014 in the same period of 2002. The
increase is attributable  to an increase in consulting  expenses of $111,000 for
assistance  with  financing  activities,  and an  increase  of $43,000 for legal
charges associated with  nanotechnology  patent applications and financing work.
These increases are offset partially by a decrease in audit expenses of $43,000.

         General  and   administrative   expenses  decreased  by  $267,696  from
$2,162,481 in the nine months ended September 30, 2001 to $1,894,785 in the same
period of 2002.  Investor relations expense decreased by $210,000 as we cut back
some  of our  investor  relations  programs.  Payroll  charged  to  general  and
administrative was reduced by $20,000,  primarily as a result of more time being
devoted to R&D. At our Altair Nanomaterials subsidiary,  general operating costs
for items such as tools,  operating  supplies,  laboratory  supplies  and sample
costs  decreased by $71,000 as a result of our efforts to reduce costs.  We also
reduced our general corporate expenses by $11,000. These decreases were slightly
offset by expenses associated with stock options issued to employees and service
providers, which increased by $44,000, principally as a result of options issued
to investors.

         During the nine months ended  September  30, 2002, we recorded an asset
impairment charge of $2,759,956 for our jig assets.

         Interest  expense  decreased by $427,789  from  $1,341,302  in the nine
months ended  September 30, 2001 to $913,513 for the comparable  period of 2002.
During the nine months ended  September  30, 2001, we incurred  certain  charges
associated  with the Note and a related  registration  statement  which were not
incurred  during the nine months  ended  September  30,  2002.  Among these were
redemption  premiums  associated with principal payments of $160,000 and fees in
connection with extending the deadline for the effectiveness of the registration
statement of  $100,000.  In addition to this,  interest  expense of $212,000 was
incurred  related  to the  estimated  fair value of the  warrants  issued to the
investor in exchange for the waiver of penalties  that would have accrued due to
late  effectiveness of the  registration  statement and modification to the Note
terms  involving  the  redemption  of exchange  amounts.  These  decreases  were
slightly  offset by  $25,000  of imputed  interest  expense  related to the note
payable to BHP Minerals International, Inc. For accounting purposes, interest is
imputed and recorded as interest  expense for the period  August 8, 2002 through
August 8, 2005,  the period during which  interest is not accrued and payable on
the note balance.

         Interest income  decreased by $128,083 from $129,960 in the nine months
ended  September 30, 2001 to $1,877 in the same period of 2002. This decrease is
the result of a decrease in  restricted  cash in the bank as described  above in
the section  titled  "Three  Months Ended  September  30, 2002 Compared to Three
Months Ended September 30, 2001."


Liquidity and Capital Resources

         We generated $98,760 of sales revenues in the first nine months of 2002
but incurred a net loss of $7,798,790.  At September 30, 2002,  our  accumulated
deficit  was  $37,260,283,  or an increase of  $7,847,456  over the  accumulated
deficit at December  31,  2001.  This  increase  was due to the net loss for the
period plus a preferential warrant dividend of $48,666.

         Our cash and short-term investments decreased from $599,884 at December
31, 2001 to $306,061 at September  30, 2002 due to the  incurrence  of operating
costs and the effect of financing transactions which occurred during the period.

         On April 26,  2002,  we entered  into an  amended  and  restated  stock
purchase  agreement with an accredited  investor  pursuant to which the investor
agreed to purchase  1,200,000  common shares and 1,800,000  warrants to purchase
common shares for an aggregate  purchase price of $1,260,000  payable in full by
July 31, 2002. This date was  subsequently  informally  extended to December 31,
2002.  At September 30, 2002,  we had received  $935,123 of advances  toward the
purchase price of the shares and warrants and, as of the date of this report, we
have issued  890,593 of the shares and 1,335,890 of the  warrants.  One-third of


                                       14
<PAGE>

the  warrants  are  exercisable  at $1.50 per share and expire on the earlier of
five  years from the date of issue or the date 30 days  following  the fifth day
(whether or not  consecutive)  the closing  price of our common shares equals or
exceeds $4.50. A further  one-third of the warrants are exercisable at $2.00 per
share and expire on the earlier of five years from the date of issue or the date
30 days following the fifth day (whether or not  consecutive)  the closing price
of our  common  shares  equals or  exceeds  $5.00.  The final  one-third  of the
warrants  are  exercisable  at $2.50 per share and expire on the earlier of five
years  from  the  date of issue or the  date 30 days  following  the  fifth  day
(whether or not  consecutive)  the closing  price of our common shares equals or
exceeds $5.50.

         On August 6, 2002, we adopted an Employee  Stock Purchase Plan ("ESPP")
which allows  employees to purchase  common shares through  payroll  deductions.
Through October 24, 2002, a total of 133,604 common shares were issued under the
ESPP, resulting in proceeds of $74,034.

         Between  August 23, 2002 and  September  5, 2002,  we entered  into two
stock purchase,  option and subscription  agreements with two private  investors
which  provided for the  purchase  and sale of an  aggregate  of 250,000  common
shares and 250,000  warrants for  $125,000.  Each  investor  also  received four
options,  each option  granting  the  investor  the right to  purchase  the same
quantity,  and no less,  of common  shares and warrants at the same price as the
initial  placement.  The options  expire at  staggered  dates,  the latest being
December  31,  2002,  and all of the options  terminate if one of the options is
permitted to expire without being  exercised in full.  The warrants  expire five
years from the date of issuance and are exercisable at prices ranging from $1.00
to $1.50 per share.  On September  27,  2002,  an investor  exercised  the first
option and  purchased  an  additional  200,000  shares and 200,000  warrants for
$100,000. On November 5, 2002, the other investor exercised the first option and
purchased an additional 50,000 shares and 50,000 warrants for $25,000.

         From  October 4, 2002 through  November 1, 2002,  we entered into stock
purchase,  option and  subscription  agreements  with  private  investors  which
provided for the purchase and sale of an aggregate of 266,667  common shares and
266,670  warrants for $200,000.  The investors also received four options,  each
option  granting the investor  the right to purchase the same  quantity,  and no
less, of common shares and warrants at the same price as the initial  placement.
The options expire at staggered dates, with the earliest being November 15, 2002
and the latest being February 15, 2003, and all of the options  terminate if one
of the options is  permitted to expire  without  being  exercised  in full.  The
warrants  expire five years from the date of  issuance  and are  exercisable  at
prices ranging from $1.25 to $1.75 per share.

         At September 30, 2002, we had cash and cash equivalents of $306,061, an
amount that would be sufficient to fund our basic operations through October 31,
2002.  Between  October 1, 2002 and  November 1, 2002,  we sold  516,667  common
shares and 516,670  warrants to purchase  common shares for proceeds of $325,000
in  private  placements.  This  additional  cash will allow us to  continue  our
operations  through  November 30, 2002. In order to extend  operations past that
date,  we have  reduced our cash  expenditures  to the extent  possible  without
significantly  affecting  our  development  efforts with respect to the titanium
processing technology. We anticipate that we will receive the remaining $324,877
of the  purchase  price owed  under the  amended  and  restated  stock  purchase
agreement  described  above on or before  December 31,  2002.  If we receive the
remainder  of the  purchase  price  during  November  2002,  we expect that this
additional  capital will be sufficient to fund our basic  operations  through at
least  December  31,  2002.  If we do not receive the  remainder of the purchase
price during November 2002, we will require additional financing during November
2002 in order to provide working capital to fund our day-to-day operations.

         In order to reduce the rate at which we are using  cash,  we have taken
several cost cutting measures, the most significant of which is the reduction of
expenditures on the Tennessee mineral property and the jig to the minimum amount
necessary  to  maintain  these  assets  with no  ongoing  development  activity.
Nevertheless,  even with such cost cutting  measures,  as stated above,  we will
need  additional  financing to fund our basic,  day-to-day  operations  sometime
between November 30, 2002 and December 31, 2002. Because our projected near-term
sales of  nanoparticle  products are minimal,  we expect to generate  such funds
through  additional  private  placements  of our common  stock and  warrants  to
purchase our common stock or other debt or equity securities.  As of November 1,
2002, we have no  commitments to provide  additional  financing or to purchase a
significant  quantity  of  nanoparticle  products.  If we are  unable  to obtain
financing on a timely basis, we may be forced to more significantly curtail and,
at some point, discontinue operations.

                                       15
<PAGE>

        We expect that our long-term  capital  requirements  will be met through
sales of nanoparticle products,  licensing of the titanium processing technology
and development of the Tennessee mineral property. To the extent that additional
capital  is  required,  we expect to  generate  it  through  additional  private
placements of our common stock and warrants and other equity or debt securities.

        On January 22,  2002,  the  Securities  and Exchange  Commission  issued
FR-61,  Commission  Statement  about  Management's  Discussion  and  Analysis of
Financial  Condition and Results of  Operations.  The release sets forth certain
views of the  Commission  regarding  disclosure  that  should be  considered  by
registrants.  Disclosure  matters  addressed  by the release are  liquidity  and
capital  resources  including  off-balance sheet  arrangements,  certain trading
activities  that include  non-exchange  traded  contracts  accounted for at fair
value, and effects of transactions  with related and certain other parties.  The
following table sets forth the information in a format  described in the release
with  regard  to  disclosures  about  contractual   obligations  and  commercial
commitments.

        The  following  table   discloses   aggregate   information   about  our
contractual  obligations  including  notes  payable,   mineral  lease  payments,
facilities lease payments and contractual service agreements, and the periods in
which payments are due as of September 30, 2002:

<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                    $5,000,000*  $2,000,000   $     --     $1,200,000   $1,800,000
Mineral Leases                    1,135,021      147,467      452,868      392,055      142,631
Contractual Service Agreements      535,592      360,592      100,000       75,000         --
                                 ----------   ----------   ----------   ----------   ----------
Total Contractual Obligations    $6,670,613   $2,508,059   $  552,868   $1,667,055   $1,942,631
                                 ==========   ==========   ==========   ==========   ==========
------------
*Before discount of $757,150.
</TABLE>


Forward-Looking Statements

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

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

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

         o    As shown in the consolidated  financial statements for the quarter
              ended  September 30, 2002,  we incurred a net loss of  $1,531,005,
              and since  the date of  inception  have  incurred  cumulative  net
              losses of $37,159,199.  At September 30, 2002, current liabilities
              exceeded  current  assets  by  $2,181,380.  These  factors,  among
              others, may raise substantial doubt about the Company's ability to
              continue as a going concern.

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

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


                                       16
<PAGE>

              anticipate  the  exercise of exchange  rights or warrants  and, in
              anticipation  of a  decline  in the  market  price  of our  common
              shares,  engage in short  sales of our common  shares.  Such short
              sales  could  further  negatively  affect the market  price of our
              common shares.

         o    We have pledged all of the intellectual property, fixed assets and
              common  stock  of  Altair  Nanomaterials,  Inc.,  our  second-tier
              wholly-owned  subsidiary,  to secure  repayment  of a Secured Term
              Note with a face value of $2,000,000  issued on December 28, 2001.
              Altair   Nanomaterials,   Inc.  owns  and  operates  the  titanium
              processing  technology we acquired  from BHP in 1999.  The Secured
              Term  Note is also  secured  by a pledge of the  common  stock and
              leasehold assets of Mineral Recovery Systems, Inc., which owns and
              operates our leasehold  interests in the Camden,  Tennessee  area.
              The Note is due and  payable on March 31,  2003.  If we default on
              the Secured Term Note, severe remedies will likely be available to
              the holder of the Secured Term Note,  including  immediate seizure
              and disposition of all pledged assets.

         o    Our ability to remain  listed on the Nasdaq  SmallCap  Market will
              depend upon our ability to increase the market price of our common
              stock to $1.00 per share and to satisfy other listing  criteria by
              the end of a  probationary  period (which expires in December 2002
              but may be extended an additional  180 days).  Delisting  from the
              Nasdaq SmallCap  Market may have a significant  negative impact on
              the trading price, volume and marketability of our common shares.

         o    In  the  short  run,  we  plan  to  use  the  titanium  processing
              technology  to produce TiO2  nanoparticles,  and we also intend to
              license the  technology to others.  TiO2  nanoparticles  and other
              products  we  intend  to  initially   produce  with  the  titanium
              processing  technology generally must be customized for a specific
              application working in cooperation with the end user. We are still
              testing and customizing our TiO2 nanoparticle products for various
              applications  and have no long-term  agreements  with end users to
              purchase any of our TiO2 nanoparticle  products.  In addition,  we
              have  not  yet  entered  into  any   agreements   to  license  the
              technology.  We may be  unable  to recoup  our  investment  in the
              titanium processing technology and titanium processing equipment.

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

         o    Our capital shortage has also forced us to discontinue development
              work  on the  Tennessee  mineral  property  and  make  only  those
              expenditures  that are  necessary  to maintain  the  property.  If
              additional  capital  becomes  available,  we intend to resume  the
              process of conducting feasibility testing of the Tennessee mineral
              property.  Because  we are at an early  stage of  testing,  we are
              unable to  provide  any  assurance  that  mining of the  Tennessee
              mineral  property is feasible.  Our test  production  at the pilot
              plant, economic analysis and additional exploration activities may
              indicate any of the following:

                   o    that the  Tennessee  mineral  property  does not contain
                        heavy  minerals  of a  sufficient  quantity,  quality or
                        continuity to permit any mining;

                   o    that production costs exceed anticipated revenues;

                   o    that end  products  do not meet market  requirements  or
                        customer  expectations;

                   o    that  there  is  an  insufficient  market  for  products
                        minable from the Tennessee mineral  property;  or

                   o    that mining the Tennessee  mineral property is otherwise
                        not economically or technically feasible.


         In addition to the  foregoing,  we  recommend  that you review the risk
factors and other cautionary statements contained in the Company's other filings
with the  Securities  and Exchange  Commission,  including the Company's  Annual
Report on Form 10-K for the year ended  December 31, 2001,  as filed on April 1,
2002.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

                                       17
<PAGE>

Item 4.   Controls and Procedures

         (a) Under the supervision and with the participation of our management,
including our principal  executive officer and principal  financial officer,  we
conducted an evaluation of our disclosure controls and procedures,  as such term
is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), within 90 days of the filing date of this
report. Based on this evaluation,  our principal executive officer and principal
financial  officer  concluded  that our  disclosure  controls and procedures are
effective in alerting them on a timely basis to material information relating to
our Company (including its consolidated subsidiaries) required to be included in
our reports filed or submitted under the Exchange Act

         (b)  There  have  been no  significant  changes  (including  corrective
actions with regard to significant  deficiencies or material  weaknesses) in our
internal  controls or in other  factors  that could  significantly  affect these
controls  subsequent to the date of the  evaluation  referenced in paragraph (a)
above.


                           PART II - OTHER INFORMATION


Item 2.  Changes in Securities and Use of Proceeds


         On April 26,  2002,  we entered  into an  amended  and  restated  stock
purchase  agreement with an accredited  investor  pursuant to which the investor
agreed to purchase  1,200,000  common shares and 1,800,000  warrants to purchase
common shares for an aggregate  purchase price of $1,260,000  payable in full by
July 31, 2002. This date was  subsequently  informally  extended to December 31,
2002.  At September 30, 2002,  we had received  $935,123 of advances  toward the
purchase price of the shares and warrants and, as of the date of this report, we
have issued  890,593 of the shares and 1,335,890 of the  warrants.  One-third of
the  warrants  are Series 2002 D Warrants,  which are  exercisable  at $1.50 per
share and expire on the earlier of five years from the date of issue or the date
30 days following the fifth day (whether or not  consecutive)  the closing price
of our  common  shares  equals or  exceeds  $4.50.  A further  one-third  of the
warrants are Series 2002E Warrants, which are exercisable at $2.00 per share and
expire on the  earlier  of five years from the date of issue or the date 30 days
following  the fifth day (whether or not  consecutive)  the closing price of our
common shares equals or exceeds $5.00.  The final  one-third of the warrants are
Series 2002F  Warrants,  which are  exercisable at $2.50 per share and expire on
the  earlier of five years from the date of issue or the date 30 days  following
the fifth day  (whether  or not  consecutive)  the  closing  price of our common
shares equals or exceeds $5.50.

         On August 23, 2002, we entered into a stock purchase, option and
subscription  agreement with a private  investor which provided for the purchase
and sale of 50,000 common shares and 50,000  warrants for $25,000.  The investor
also  received  four  options,  each option  granting  the investor the right to
purchase the same  quantity,  and no less,  of common shares and warrants at the
same price as the initial placement.  The options expire at staggered dates, the
latest being December 31, 2002,  and all of the options  terminate if one of the
options is  permitted  to expire  without  being  exercised  in full. A total of
25,000  warrants are Series 2002I  Warrants,  which are exercisable at $1.00 per
share and expire on the  earlier of five years from the date of issue or,  after
one year from date of issue or  anytime  after the shares  are  registered,  the
180th day  following  the date the closing  price of our common shares equals or
exceeds $3.00 for 10 days,  whether or not  consecutive.  The  remaining  25,000
warrants are Series 2002J Warrants, which are exercisable at $1.25 per share and
expire on the  earlier of five  years from the date of issue or,  after one year
from date of issue or anytime  after the shares  are  registered,  the 180th day
following  the date the  closing  price of our common  shares  equals or exceeds
$3.25 for 10 days, whether or not consecutive. On November 1, 2002, the investor
exercised the first option and purchased an additional  50,000 shares and 50,000
warrants for $25,000.

         On September  5, 2002,  we entered  into a stock  purchase,  option and
subscription  agreement with a private  investor which provided for the purchase
and sale of 200,000  common  shares  and  200,000  warrants  for  $100,000.  The
investor also received four options, each option granting the investor the right
to purchase the same quantity, and no less, of common shares and warrants at the
same price as the initial placement.  The options expire at staggered dates, the
latest being December 30, 2002,  and all of the options  terminate if one of the
options is  permitted  to expire  without  being  exercised  in full. A total of
100,000  warrants are Series 2002J Warrants,  which are exercisable at $1.25 per
share and expire on the  earlier of five years from the date of issue or,  after
one year from date of issue or  anytime  after the shares  are  registered,  the


                                       18
<PAGE>

180th day  following  the date the closing  price of our common shares equals or
exceeds $3.25 for 10 days,  whether or not  consecutive.  The remaining  100,000
warrants are Series 2002K Warrants, which are exercisable at $1.50 per share and
expire on the  earlier of five  years from the date of issue or,  after one year
from date of issue or anytime  after the shares  are  registered,  the 180th day
following  the date the  closing  price of our common  shares  equals or exceeds
$3.50 for 10 days,  whether or not  consecutive.  On  September  27,  2002,  the
investor  exercised the first option and purchased an additional  200,000 shares
and 200,000 warrants for $100,000.

         From  October 4, 2002 through  November 1, 2002,  we entered into stock
purchase,  option and  subscription  agreements  with  private  investors  which
provided for the purchase and sale of 266,667 common shares and 266,670 warrants
for $200,000. The investors also received four options, each option granting the
investor the right to purchase the same quantity,  and no less, of common shares
and warrants at the same price as the initial  placement.  The options expire at
staggered  dates,  the latest being  February  15, 2003,  and all of the options
terminate if one of the options is permitted to expire  without being  exercised
in  full.  One-half  of the  warrants  are  Series  2002J  Warrants,  which  are
exercisable  at $1.25 per share and expire on the earlier of five years from the
date of issue or, after one year from date of issue or anytime  after the shares
are registered, the 180th day following the date the closing price of our common
shares  equals or exceeds  $3.25 for 10 days,  whether or not  consecutive.  The
remaining  one-half  of the  warrants  are  Series  2002L  Warrants,  which  are
exercisable  at $1.75 per share and expire on the earlier of five years from the
date of issue or, after one year from date of issue or anytime  after the shares
are registered, the 180th day following the date the closing price of our common
shares equals or exceeds $3.75 for 10 days, whether or not consecutive.

         On July 1, 2002, we issued 50,000 common shares in a private  placement
pursuant  to the  terms  of a  consulting  agreement  dated  April  19,  2002 in
consideration for consulting services to be provided to the Company.

         The  above-described  common shares,  options and warrants were offered
and sold in reliance upon the exemption for sales of securities  not involving a
public offering, as set forth in Section 4(2) of the Securities Act and Rule 506
promulgated under the Securities Act based upon the following: (a) each investor
represented  and warranted to the Company that it was an "accredited  investor,"
as defined in Rule 501 of Regulation D promulgated  under the Securities Act and
had such background, education, and experience in financial and business matters
as to be  able  to  evaluate  the  merits  and  risks  of an  investment  in the
securities;  (b) there was no  public  offering  or  general  solicitation  with
respect to the offering, and each investor represented and warranted that it was
acquiring  the  securities  for  its own  account  and not  with  an  intent  to
distribute  such  securities;  (c) each  investor was provided  with an offering
summary,  a copy of the most  recent  Annual  Reports  on Form  10-K,  Quarterly
Reports  on Form 10-Q and  Current  Reports on Form 8-K of the  Company  and all
other  information  requested by the investor  with respect to the Company,  (d)
each investor  acknowledged that all securities being purchased were "restricted
securities"  for purposes of the  Securities  Act,  and agreed to transfer  such
securities  only in a transaction  registered  with the SEC under the Securities
Act or exempt from  registration  under the Securities Act; and (e) a legend was
placed on the certificates and other documents  representing  each such security
stating that it was restricted  and could only be  transferred  if  subsequently
registered under the Securities Act or transferred in a transaction  exempt from
registration under the Securities Act.


Item 6.  Exhibits and Reports on Form 8-K

         a) See Exhibit Index attached hereto.

         b) On July 18, 2002,  we filed a Current  Report on Form 8-K  reporting
            that  (a)  the  name  of  our  company  had  changed   from  "Altair
            International  Inc."  to  "Altair  Nanotechnologies  Inc.,"  (b) the
            Company  was  continued  (i.e.  redomesticated)  from  the  Business
            Corporation  Act (Ontario) to Canada's  federal  corporate  statute,
            called the Canada Business  Corporations Act, (c) the directors were
            authorized  to  appoint  one or more  additional  directors  between
            meetings  of  shareholders  to hold office for a term  expiring  not
            later than the next annual  meeting of  shareholders,  provided that
            the total number of directors so appointed  may not exceed one third
            of the number of directors elected at the previous annual meeting of
            shareholders,  (d) the Company was  authorized  to have  meetings of
            shareholders  outside of Canada in the State of Nevada,  and (e) the
            board of  directors  was  authorized  from  time to time and in such
            amounts  and on such  terms as it deems  expedient,  to:  (i) borrow
            money on the credit of the Company;  (ii) issue, sell or pledge debt
            obligations  (including  bonds,  debentures,  notes or other similar
            obligations, secured or unsecured) of the Company; and (iii) charge,


                                       19
<PAGE>

            mortgage, hypothecate or pledge all of any of the currently owned or
            subsequently  acquired  real  or  personal,  movable  or  immovable,
            property  of the  Company,  including  book debts,  rights,  powers,
            franchises and  undertaking,  to secure any debt  obligations or any
            money borrowed, or other debt or liability of the Company.




                                       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.



November 12, 2002                    By:   /s/ William P. Long
-----------------                          ---------------------------
      Date                                     William P. Long
                                               Chief Executive Officer



November 12, 2002                    By:  /s/ Edward H. Dickinson
-----------------                         ----------------------------
      Date                                    Edward H. Dickinson
                                              Chief Financial Officer



                                       21
<PAGE>


                                 CERTIFICATIONS

I, William P. Long, certify that:

         1. I have  reviewed  this  quarterly  report  on Form  10-Q  of  Altair
Nanotechnologies Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure  controls and procedures to ensure
         that material  information  relating to the  registrant,  including its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's  disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly  report our  conclusions  about
         the  effectiveness  of the disclosure  controls and procedures based on
         our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

                  a) all significant  deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to  record,  process,  summarize  and  report  financial  data and have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

                  b)  any  fraud,   whether  or  not  material,   that  involves
         management  or  other  employees  who  have a  significant  role in the
         registrant's internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 12, 2002

                                      /s/ William P. Long
                                      ---------------------------
                                          William P. Long
                                          Chief Executive Officer


                                       22
<PAGE>


I, Edward Dickinson, certify that:

         1. I have  reviewed  this  quarterly  report  on Form  10-Q  of  Altair
Nanotechnologies Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure  controls and procedures to ensure
         that material  information  relating to the  registrant,  including its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's  disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly  report our  conclusions  about
         the  effectiveness  of the disclosure  controls and procedures based on
         our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

                  a) all significant  deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to  record,  process,  summarize  and  report  financial  data and have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

                  b)  any  fraud,   whether  or  not  material,   that  involves
         management  or  other  employees  who  have a  significant  role in the
         registrant's internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 12, 2002

                                    /s/ Edward Dickinson
                                    ---------------------------
                                        Edward Dickinson
                                        Chief Financial Officer



                                       23
<PAGE>


<TABLE>
<CAPTION>


                                  EXHIBIT INDEX


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

     4.1           Bylaw No. 1                                            Incorporated by reference to the Current
                                                                          Report on Form 8-K filed with the SEC on
                                                                          July 18, 2002

     4.2           Form of 2002D Warrant                                  Incorporated by reference to Amendment No.
                                                                          1 to Registration Statement on Form S-3
                                                                          filed with the Commission on November 4,
                                                                          2002, File No. 333-100637.

     4.3           Form of 2002E Warrant                                  Incorporated by reference to Registration
                                                                          Statement on Form S-3 filed with the
                                                                          Commission on October 18, 2002, File No.
                                                                          333-100637.

     4.4           Form of 2002F Warrant                                  Incorporated by reference to Registration
                                                                          Statement on Form S-3 filed with the
                                                                          Commission on October 18, 2002, File No.
                                                                          333-100637.

     4.5           Form of Series 2002I Warrant                           Incorporated by reference to Registration
                                                                          Statement on Form S-3 filed with the
                                                                          Commission on October 18, 2002, File No.
                                                                          333-100637.

     4.6           Form of Series 2002J Warrant                           Incorporated by reference to Registration
                                                                          Statement on Form S-3 filed with the
                                                                          Commission on October 18, 2002, File No.
                                                                          333-100637.                                            .

     4.7           Form of Series 2002K Warrant                           Incorporated by reference to Registration
                                                                          Statement on Form S-3 filed with the
                                                                          Commission on October 18, 2002, File No.
                                                                          333-100637

     4.8           Form of Series 2002L Warrant                           Incorporated by reference to Registration
                                                                          Statement on Form S-3 filed with the
                                                                          Commission on October 18, 2002, File No.
                                                                          333-100637

     10.1          Amended and Restated Stock Purchase and                Incorporated by reference to the Company's
                   Subscription Agreement dated April 2002                Quarterly Report on Form 10-Q for the
                                                                          period ended June 30, 2002 filed with the
                                                                          SEC on May 15, 2002

     10.2          Stock Purchase, Option and Subscription Agreement      Incorporated by reference to Registration
                   dated September 5, 2002, between the Company and       Statement on Form S-3 filed with the
                   Cranshire Capital, L.P.                                Commission on October 18, 2002, File No.
                                                                          333-100637
</TABLE>

                                       24
<PAGE>

<TABLE>
<CAPTION>

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

     10.3          Form of Stock Purchase,  Option and Subscription       Incorporated by reference to Registration
                   Agreement dated October __, 2002, between the          Statement on Form S-3 filed with the
                   Company and the selling shareholders purchasing        Commission on October 18, 2002, File No.
                   on that date                                           333-100637

     99.1          Certification of Chief Executive Officer               Filed herewith

     99.2          Certification of Chief Financial Officer               Filed herewith
</TABLE>





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