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, 2000

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


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

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

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

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






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



As of November 1, 2000, the registrant had 18,887,779 Common Shares outstanding.


                                       1
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.
<TABLE>
<CAPTION>

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

                                                        September 30,    December 31,
                                                             2000           1999
                                                         (unaudited)      (audited)
                                                        ------------    ------------
                             ASSETS
<S>                                                     <C>             <C>
Current
     Cash and short-term investments                    $    875,947    $    153,580
     Other current assets                                  1,264,342         980,453
                                                        ------------    ------------
                                                           2,140,289       1,134,033
Capital
     Property and equipment
      (Cost, net of amortization)                          2,428,470       2,507,878

Patents and related expenditures
     (Cost, net of amortization)                           9,418,385      10,001,967

Mineral properties and related deferred
      exploration expenditures                             2,845,344       2,021,052

Goodwill, net                                                  8,505           8,978
                                                        ------------    ------------
                          Total Assets                  $ 16,840,993    $ 15,673,908
                                                        ============    ============

                          LIABILITIES

Current
     Accounts payable and accrued liabilities           $    214,123    $    199,676
     Current portion of notes payable                           --         7,363,600
                                                        ------------    ------------
                       Total Liabilities                     214,123       7,563,276
                                                        ------------    ------------

                      SHAREHOLDERS' EQUITY

Capital stock issued
     18,887,779 common shares at September 30,
        2000; 15,474,915 shares at December 31, 1999      28,765,731      18,324,963

Contributed surplus                                          655,098         655,098

Accumulated Deficit                                      (12,793,959)    (10,869,429)
                                                        ------------    ------------

                   Total Shareholders' Equity             16,626,870       8,110,632
                                                        ------------    ------------

           Total Liabilities and Shareholders' Equity   $ 16,840,993    $ 15,673,908
                                                        ============    ============
</TABLE>

                 See Notes to Consolidated Financial Statements


                                       2
<PAGE>


                            ALTAIR INTERNATIONAL INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (Expressed in United States Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                Three Months Ended           Nine Months Ended
                                                  September 30,                September 30,
                                          --------------------------    --------------------------
                                              2000           1999           2000           1999
                                          -----------    -----------    -----------    -----------
<S>                                       <C>            <C>            <C>            <C>
Operating Expenses
     Wages and administration             $    89,547    $    64,896    $   274,729    $   280,598
     Testing, research and development        307,193         25,349        780,875        167,445
     Professional fees                         63,266         98,908        235,952        154,432
     Shareholder relations                     50,676         52,914        126,124        167,001
     General and office                        21,485         15,585        112,480         91,188
     Travel                                    13,925         12,922         61,745         66,799
     Occupancy costs                           71,803         17,451        197,575         52,153
     Shareholders' meetings and reports        10,576          5,701        106,053         86,071
     Insurance                                 21,997         13,024         59,269         42,316
     Government fees and taxes                     10             95          4,500         14,211
     Stock exchange fees                        3,880           --           20,885         18,505
     Corporate services                         2,142          3,873         10,494          8,102
     Transfer agent's fees                      1,383          1,872          5,600          3,195
     Bank charges                                 591            316          1,677            903
     Loss (Gain) on foreign exchange          (68,936)         3,192       (864,635)          (183)
     Amortization                             258,980        105,346        776,947        309,528
                                          -----------    -----------    -----------    -----------
                                              848,518        421,444      1,910,270      1,462,264

Interest on long-term debt                       --             --           78,884          1,966
Interest income                               (20,158)       (38,993)       (64,624)      (114,840)
                                          -----------    -----------    -----------    -----------

Net loss for the period                   $   828,360    $   382,451    $ 1,924,530    $ 1,349,390
                                          ===========    ===========    ===========    ===========

Basic net loss per share                  $      0.04    $      0.03    $      0.11    $      0.09
                                          ===========    ===========    ===========    ===========
</TABLE>

                 See Notes to Consolidated Financial Statements


                                       3
<PAGE>


                            ALTAIR INTERNATIONAL INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Expressed in United States Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                   Nine Months Ended
                                                                     September 30,
                                                             ----------------------------
                                                                  2000           1999
                                                             ------------    ------------
<S>                                                          <C>             <C>
Cash flows from operating activities
     Net loss for the period                                 $ (1,924,530)   $ (1,349,390)
     Items not involving cash:
          Amortization                                            776,947         309,528
                                                             ------------    ------------
                                                               (1,147,583)     (1,039,862)
     Changes in non-cash working capital balances:
          Other current assets                                   (283,889)         43,958
          Accounts payable and accrued liabilities                 14,447        (151,331)
          Current portion of notes payable                     (7,363,600)           --
                                                             ------------    ------------

Net cash used in operating activities                          (8,780,625)     (1,147,235)
                                                             ------------    ------------

Cash flows from investing activities
     Purchase of mineral properties and related
          deferred exploration expenditures                      (824,292)       (485,138)
     Purchase of capital assets                                  (129,770)       (241,141)
     Purchase of patents and related expenditures                  16,286          (1,847)
                                                             ------------    ------------

Net cash used in investing activities                            (937,776)       (728,126)
                                                             ------------    ------------

Cash flows from financing activities
     Issuance of common shares for cash, net of share
           issue costs                                         10,104,990       1,662,500
     Proceeds from exercise of stock options                      335,778            --
     Payment of notes payable                                        --            (6,091)
                                                             ------------    ------------

Net cash provided by financing activities                      10,440,768       1,656,409
                                                             ------------    ------------

Net increase (decrease) in cash and short-term investments        722,367        (218,952)

Cash and short-term investments, beginning of period              153,580       3,100,577
                                                             ------------    ------------

Cash and short-term investments, end of period               $    875,947    $  2,881,625
                                                             ============    ============
</TABLE>

                 See Notes to Consolidated Financial Statements


                                       4
<PAGE>


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

Note 1. Basis of Preparation of Financial Statements

        These unaudited  interim  financial  statements of Altair  International
Inc. and its  subsidiaries  (collectively,  the "Company") have been prepared in
accordance  with the rules and  regulations of the United States  Securities and
Exchange  Commission (the  "Commission").  Such rules and regulations  allow the
omission of certain  information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles,  so long as the  statements  are not  misleading.  In the opinion of
Company  management,  these financial  statements and accompanying notes contain
all adjustments  (consisting of only normal recurring  adjustments) necessary to
present fairly the financial  position and results of operations for the periods
shown. These interim financial statements should be read in conjunction with the
audited financial statements and notes thereto contained in the Company's Annual
Report  on Form  10-K  for the year  ended  December  31,  1999  filed  with the
Commission on April 12, 2000.

        The Company is an Ontario corporation and, in the past, has prepared its
interim and year-end financial  statements in accordance with generally accepted
accounting  principles  in  Canada  ("Canadian  GAAP").  Because  the  Company's
operations are centered in the United States, the Company  determined  effective
January 1, 1997 that its functional  currency is the U.S.  Dollar and determined
effective  January  1, 1998 to  prepare  its  interim  financial  statements  in
accordance with accounting  principles  generally  accepted in the United States
("U.S. GAAP"). Accordingly, the foregoing unaudited interim financial statements
are denominated in U.S. Dollars and presented in accordance with U.S. GAAP.

        The results of operations  for the three- and  nine-month  periods ended
September 30, 2000 are not necessarily  indicative of the results to be expected
for the full year.

Note 2. Notes Payable

        On  August  1,  2000,  the  Company  paid  $2,170,125  to  BHP  Minerals
International,  Inc.  ("BHP")  representing the final payment in connection with
the Company's  acquisition  of a pigment  production  technology and assets from
BHP. The Company  realized a foreign  exchange gain of $69,000 on the payment as
the United States dollar had  strengthened in relation to the Australian  dollar
at August 1, 2000.

Note 3. Capital Stock

        During the  period  from July 8, 2000  through  September  5, 2000,  the
Company issued 575,000 shares of common stock of the Company  ("Common  Shares")
and 287,500  Series A Warrants at prices ranging from $2.59 to $3.81 per unit of
one Common  Share and one-half  Series 2000A  Warrant (a "Unit") for total gross
proceeds of  $1,885,020.  Of the total  warrants  issued,  261,000  Series 2000A
Warrants entitle the holder to acquire one Common Share at the price of $5.00 on
or before 5:00 p.m.  (Mountain  Standard  Time) on the earlier of (i) five years
from the original  date of purchase of the Units,  and (ii) the date thirty days
following  the fifth day (whether or not  consecutive)  the closing price of the
Common  Shares on the  Nasdaq  National  Market  exceeds  $8.00 per  share.  The
remaining  26,500 Series 2000A Warrants entitle the holder to acquire one Common
Share at the price of $4.00 on or before 5:00 p.m.  (Mountain  Standard Time) on
the earlier of (i) five years from the  original  date of purchase of the Units,
and  (ii)  the  date  thirty  days  following  the  fifth  day  (whether  or not
consecutive)  the  closing  price of the Common  Shares on the  Nasdaq  National
Market exceeds $7.00 per share.

        On August 4, 2000, the Company  issued  500,000  Common Shares,  250,000
Series 2000B Warrants and 250,000 Series 2000C Warrants for total gross proceeds
of $1 million.  Each Series B Warrant  entitles the holder to acquire one Common


                                       5
<PAGE>

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

Share  at the  price  of  $4.00  during  the  period  commencing  on the  date a
registration  statement with respect to the Common Shares issuable upon exercise
of the Series 2000B Warrants is first  effective and continuing  until 5:00 p.m.
(Mountain  Standard  Time) on the earlier of: (i) the fifth  anniversary  of the
date  the  registration  statement  became  effective  or (ii)  the date 30 days
following the fifth day (whether or not consecutive) the closing price equals or
exceeds  $6.00.  Each Series  2000C  Warrant  entitles the holder to acquire one
Common  Share at the price of $5.00 during the period  commencing  on the date a
registration  statement with respect to the Common Shares issuable upon exercise
of the Series 2000C Warrants is first  effective and continuing  until 5:00 p.m.
(Mountain  Standard  Time) on the earlier of: (i) the fifth  anniversary  of the
date  the  registration  statement  became  effective  or (ii)  the date 30 days
following the fifth day (whether or not consecutive) the closing price equals or
exceeds $7.00.

        On August 21,  2000,  the Company  issued an  additional  50,000  Common
Shares,  25,000  Series B Warrants and 25,000  Series C Warrants for total gross
proceeds of $125,000.

        On March 31, 2000,  the Company  entered  into a common  stock  purchase
agreement  and an equity line of credit  agreement  with an investor.  Under the
terms of the stock purchase portion of the agreement,  the Company issued to the
investor  1,251,303  Common Shares for $6 million.  After the initial  issuance,
additional  shares may be issued through a reset  provision that compares market
price in each of four reset  periods to an adjusted  original  issue  price.  On
August 30,  2000,  the Company  issued  648,594  Common  Shares  under the reset
provisions governing the first two reset periods.


                                       6
<PAGE>


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

Note 4. Development Stage Company

        As of  September  30,  2000,  the Company  would be  characterized  as a
development stage enterprise under Statement of Financial  Accounting  Standards
No. 7 ("SFAS 7"). The following is a summary of the deficit  accumulated  during
the development stage prepared in accordance with SFAS 7:

                                                             Accumulated deficit
                                                                  during the
                                                               development stage
                                                                 ------------
         Professional fees                                       $  1,840,501
         Salaries and wages                                         2,520,228
         Shareholders' expenses                                     1,544,900
         Office and general                                         2,919,425
         Loss on sale of mining claims                                101,047
         Amortization                                               2,808,603
         Interest on long-term debt                                   175,885
         Write off of mineral properties and related
              deferred exploration expenditures                     1,385,997
         Write off of organization costs                                8,563
                                                                 ------------
                                                                   13,305,149

         Less:
             Interest income                                         (646,044)
             Gain on sale of marketable securities                    (35,773)
             Lease payments                                          (143,754)
             Gain on forgiveness of debt                             (795,973)
             Option payments                                          (70,906)
                                                                 ------------
         Total accumulated loss                                    11,612,699
         Convertible debenture costs                                  537,731
         Share issue costs                                             60,557
         Accretion of equity element of convertible debentures        144,801
         Premium on conversion of convertible debentures              244,915
         Premium on redemption of convertible debentures              193,256
                                                                 ------------
         Accumulated deficit, September 30, 2000                 $ 12,793,959
                                                                 ============


                                       7
<PAGE>


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

        The  following  discussion   summarizes  the  material  changes  in  the
Company's  financial  condition between December 31, 1999 and September 30, 2000
and the material changes in the results of operations and financial condition of
the Company  between the three- and nine-month  periods ended September 30, 2000
and September  30, 1999.  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, 1999.

Results of Operations

        The Company has earned no operating  revenues to date.  Basic net losses
totaled $1,924,530 ($.11 per share) for the nine months ended September 30, 2000
and  $1,349,390  ($.09 per  share)  during  the same  period of 1999.  Principal
factors  contributing  to the losses  during  these  periods were the absence of
revenue together with the incurrence of operating expenses.

        In November  1999,  the  Company  acquired  all  patents and  technology
related to a hydrometallurgical process developed by BHP Minerals International,
Inc. ("BHP")  primarily for the production of titanium dioxide ("TiO2") products
from  titanium  bearing  ores or  concentrates  (i.e.,  the  "Technology"),  all
tangible  equipment and other assets (i.e., the "Assets") used by BHP to develop
and  implement the  Technology,  and the use for one year of the services of the
BHP  personnel  presently   developing  the  Technology.   Since  acquiring  the
Technology and Assets, the Company has focused its efforts on the production and
marketing of TiO2  nanoparticles.  The acquisition of the Technology and Assets,
together  with  the  Company's  production  and  marketing  efforts,  has  had a
significant  effect on the Company's  results of operations during the three and
nine months ended September 30, 2000 as described below.

        In connection with the acquisition,  the Company entered into a services
agreement  with BHP wherein BHP agreed to provide,  through  December  31, 2000,
certain services necessary to continue development and testing of the Technology
and operation of the Assets.  The costs  associated with this service  agreement
are  approximately  $71,000 per month and are recorded as testing,  research and
development  expense for the three and nine months ended September 30, 2000. The
Company  incurred no comparable  expense  during the three and nine months ended
September 30, 1999.

        The Company also entered  into a lease  agreement  with BHP to lease the
space occupied by the Assets at a BHP facility in Reno,  Nevada.  The lease cost
is $15,000 per month and is  reflected as  occupancy  costs in the  Consolidated
Statements of Operations.  The Company did not experience comparable lease costs
in the three and nine months ended September 30, 1999.

        Professional fees increased during the nine-month period ended September
30,  2000 are  higher  than the  comparable  period  of 1999 due to legal  costs
associated with patent reviews and trademark  filings related to the Technology,
and  consulting  costs for marketing and production  management  related to TiO2
nanoparticle products.

        The  Company  is  amortizing  the  costs of the  Technology  and  Assets
acquired from BHP at approximately $53,000 per month. This amount (approximately
$477,000 for the nine months ended September 30, 2000 and $159,000 for the three
months ended September 30, 2000) represents the increase in amortization expense
for the three and nine months ended  September 30, 2000 over the same periods in
1999.

        The  purchase  price  for  the  Technology  and  Assets  was  15,000,000
Australian  dollars  ("AUD$")  and was payable in four equal  installments.  The
first  installment  was paid at closing in November  1999,  the second and third
installments  were paid on May 12,  2000 and the  remaining  payment was paid on
August 1, 2000. Since the purchase price was payable in Australian dollars,  the
liability to BHP was subject to exchange  rate  fluctuations.  From December 31,
1999 to March 31, 2000, the American dollar strengthened  significantly  against
the Australian dollar,  resulting in a gain on foreign exchange of approximately
$559,000.  From  April 1,  2000  through  June 30,  2000,  the  American  dollar


                                       8
<PAGE>


strengthened  further,  resulting in a gain on foreign exchange of approximately
$237,000.  When the final  payment  was paid on August 1,  2000,  an  additional
foreign  exchange gain of  approximately  $69,000 was  realized,  resulting in a
total  foreign  exchange  gain on the purchase of the  Technology  and Assets of
approximately $865,000 for the nine months ended September 30, 2000.

        Interest on  long-term  debt  increased in the  nine-month  period ended
September  30, 2000 over the  comparable  period of 1999 due to interest paid in
connection with the rescheduling of the second installment due BHP from February
15, 2000 to May 15, 2000.

Liquidity and Capital Resources

        The Company has financed its operations since inception primarily by the
issuance  of equity  securities  (Common  Shares,  convertible  debentures,  and
options and warrants to purchase  Common  Shares) with aggregate net proceeds of
$29,420,829 as of September 30, 2000.  During the first nine months of 2000, the
Company  received cash proceeds of  $10,104,990  from sales of 3,341,564  Common
Shares and 1,383,672 warrants,  and received $335,778 from the exercise of stock
options.

        The Company has earned no revenues and has incurred recurring losses. At
December 31, 1999 the Company's accumulated deficit was $10,869,429. The deficit
increased by $1,924,530 to $12,793,959 during the first nine months of 2000, due
to the net loss for the period of $1,924,530.

        On March 31, 2000,  the Company  entered  into a common  stock  purchase
agreement  and an equity line of credit  agreement  with an investor.  Under the
terms of the stock purchase portion of the agreement,  the Company issued to the
investor  1,251,303  Common Shares for $6 million.  After the initial  issuance,
additional  shares may be issued through a reset  provision that compares market
price in the reset period to an adjusted  original  issue  price.  On August 30,
2000,  the Company  issued  648,954  Common  Shares  under the reset  provisions
governing the first two reset periods.  The investor also received  warrants for
250,261 shares of Common Stock  exercisable at $6.75 per share through March 31,
2003.

        Under the terms of the equity line of credit, the Company has the option
to cause the  investor to purchase  up to $10  million of the  Company's  Common
Stock  during an  18-month  period.  The stock is to be issued at a discount  to
market price with the timing and amounts of purchases at the  discretion  of the
Company  (subject to the price of the Common Stock remaining in excess of $2 per
share and the average daily  weighted  dollar trading volume of the Common Stock
being at least 150% of the amount of the additional financing).

        The Company used the initial $6 million of proceeds to pay $4,406,910 to
BHP for the second and third  installments due on the purchase of the Technology
and  Assets,  fund  certain  costs  incurred  for the  feasibility  study on the
Tennessee Mineral Property, and provide working capital.

        During the period July 8, 2000 through July 31, 2000,  the Company sold,
through private placements,  195,000 Common Shares and 97,500 warrants for gross
proceeds of $610,000.  These proceeds,  together with existing  working capital,
were used to pay the final installment of AUD$3,750,000 (US$2,170,125) to BHP on
August 1, 2000.

        During the period  August 4, 2000 through  August 21, 2000,  the Company
sold,  through  private  placements,  an  additional  663,000  Common Shares and
606,500 warrants for gross proceeds of $1,450,070.

        At  September  30,  2000,  the  Company  had  $857,947 in cash and other
short-term  investments.  This  amount  is  sufficient  to  fund  the  Company's
operations  through  December 31, 2000.  As of September  30, 2000,  the Company
entered into private  placement  subscription  agreements with an investor which
provide  for the sale of 267,000  Common  Shares  and  133,500  warrants  of the
Company for $949,920.  As of November 14, 2000,  the purchase and sale of Common
Shares contemplated by such subscription agreement has not closed. Assuming such
transaction  does close,  this amount,  when  combined  with  existing  cash, is
sufficient to provide working capital and fund certain capital costs  associated
with the Technology and Assets and Tennessee  Mineral Property through the first
quarter of 2001.  The  Company  is  assessing  alternatives  for  financing  its
longer-term capital needs.


                                       9
<PAGE>


Forward-Looking Statements

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

        Among the key factors  that may have a direct  bearing on the  Company's
operating results are various risks and uncertainties including, but not limited
to,  those  attributable  to the  absence  of  operating  revenues  or  profits,
uncertainties  regarding  the  development  and  commercialization  of the  Jig,
development risks associated with the Tennessee Mineral Property,  risks related
to the Company's  proposed  development  and  exploitation of the Technology and
Assets and  uncertainties  regarding  the  Company's  ability to obtain  capital
sufficient to pursue its proposed business  strategy.  Risk factors,  cautionary
statements  and other  conditions  that could cause actual results to differ are
contained in the Company's filings with the Securities and Exchange  Commission,
including the Company's  Annual Report on Form 10-K for the year ended  December
31, 1999.


                                       10
<PAGE>


                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

        Pursuant to common stock  purchase  agreements,  the Company issued to a
single  investor  375,000 Common  Shares,  187,500 Series B Warrants and 187,500
Series C Warrants  for $750,000 on August 4, 2000.  Also on August 4, 2000,  the
Company  issued to a single  investor  125,000  Common  Shares,  62,500 Series B
Warrants and 62,500  Series C Warrants  for  $250,000.  On August 21, 2000,  the
Company  issued to a single  investor  50,000  Common  Shares,  25,000  Series B
Warrants and 25,000 Series C Warrants for $125,000.  In connection  with each of
the above-described stock issuances, the Company granted the issuer registration
rights  pursuant  to a  registration  rights  agreement  in the form files as an
Exhibit hereto.

         Each of the  above-described  issuances  of Common  Shares and Warrants
were  effected  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
of 1933, as amended (the "Securities  Act"),  based upon the following:  (a) the
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 the investor  represented  and
warranted  that it was acquiring the securities for its own account and not with
an intent to distribute such securities;  (c) the investor was provided with any
and all other information requested by the investor with respect to the Company,
(d)  the  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)            Reports on Form 8-K
                        -------------------

                        The Company filed a Current  Report on Form 8-K on April
         24, 2000, together with all material transaction documents, in which it
         reported  that it (i) entered  into a common stock  purchase  agreement
         with a private equity fund (the  "investor")  for the sale of 1,251,303
         common  shares of the  Company  (plus any  additional  shares  issuable
         pursuant to applicable repricing  provisions) for an aggregate purchase
         price of $6  million,  (ii) issued  warrants  covering  250,261  common
         shares of the Company to the  Investor  and a warrant  covering  75,078
         common  shares  of  the  Company  to  the   placement   agent  for  the
         transaction,  (iii) executed a registration  rights  agreement with the
         Investor, and (iv) entered into an equity line of credit agreement with
         the Investor  whereby the Investor agrees to purchase up to $10 million
         in  additional  common  shares of the Company over the course of the 18
         months  following  the  effective  date  of  a  registration  statement
         registering the shares.

                       On July 17, 2000,  the Company  filed  Amendment No. 1 on
         Form 8-K/A  amending its Current  Report on Form 8-K filed on April 24,
         2000.  The  Company  reported  that  it  entered  into  a  modification
         agreement  with the  Investor  in which  sections  of the common  stock
         purchase  agreement  related to repricing and  subsequent  issuances of
         Common Shares were amended.


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<PAGE>


                                   SIGNATURES

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

                            Altair International Inc.



          November 14, 2000              By: /s/ William P. Long
          -----------------              -----------------------
              Date                               William P. Long, President

          November 14, 2000              By: /s/ Edward H. Dickinson
          -----------------              ---------------------------
              Date                               Edward H. Dickinson,
                                                 Chief Financial Officer


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<PAGE>


                                  EXHIBIT INDEX

Exhibit                                                   Incorporated     Filed
   No.                               Exhibit              by Reference  Herewith
-------   ----------------------------------------------  ----------------------
3.1       Articles of Incorporation of the Registrant         (1)
3.2       Amendment to Articles of Incorporation of the       (2)
          Registrant dated November 6, 1996
3.3       Bylaws of the Registrant                            (1)
4.1       Form of Series 2000A Warrant                                    (3)
4.2       Form of Series 2000B Warrant                                    (3)
4.3       Form of Series 2000C Warrant                                    (3)
4.4       Form of Registration Rights Agreement                           (3)
27        Financial Data Schedule                                         (3)

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


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

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

(3)  Filed herewith.


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