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 JUNE 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 June 30,  2000,  the  registrant  had  17,114,185  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)

                                                                   June 30,         December 31,
                                                                     2000               1999
                                                                  (unaudited)         (audited)
                                                              ------------------ --------------------
                            ASSETS
<S>                                                          <C>                <C>

Current
     Cash and short-term investments                          $    1,852,115     $      153,580
     Other current assets                                            548,267             980,453
                                                              -----------------  --------------------
                                                                   2,400,382           1,134,033
Capital
     Property and equipment (Cost, net of amortization)            2,402,205           2,507,878

Patents and related expenditures
     (Cost, net of amortization)                                   9,620,818          10,001,967

Mineral properties and related deferred exploration
     expenditures                                                  2,388,757           2,021,052

Goodwill, net

                                                                       8,663               8,978
                                                              -----------------  --------------------

                         Total Assets                         $   16,820,825     $    15,673,908
                                                              =================  ====================


                         LIABILITIES

Current

     Accounts payable and accrued liabilities                 $       136,490    $       199,676
     Current portion of notes payable                               2,239,125          7,363,600
                                                              -----------------  --------------------
                      Total Liabilities                             2,375,615          7,563,276
                                                              -----------------  --------------------

                     SHAREHOLDERS' EQUITY

Capital stock issued

     17,114,185 common shares at June 30, 2000; 15,474,915
               shares at December 31, 1999                         25,755,711         18,324,963

Contributed surplus                                                   655,098            655,098

Deficit                                                           (11,965,599)       (10,869,429)
                                                              -----------------  --------------------
                  Total Shareholders' Equity                       14,445,210          8,110,632
                                                              -----------------  --------------------

          Total Liabilities and Shareholders' Equity          $    16,820,825    $    15,673,908
                                                              =================  ====================

</TABLE>

                       See notes to financial statements.

                                       2
<PAGE>



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

                                                  Three Months Ended                 Six Months Ended
                                                       June 30,                          June 30,
                                                 2000             1999             2000             1999
                                            -----------      ------------     ------------     ------------
<S>                                         <C>              <C>              <C>              <C>
Operating Expenses
     Wages and administration               $    88,379      $    132,655     $    185,182     $    215,702
     Testing, research and development          233,511            62,159          473,682          142,096
     Professional fees                          111,250            29,192          172,686           55,524
     Shareholder relations                       45,846            72,820           75,448          114,087
     General and office                          62,179            46,209           90,995           75,603
     Trave                                      l27,528            36,659           47,820           53,877
     Occupancy costs                             62,880            17,451          125,772           34,702
     Shareholders' meetings and reports          91,194            59,417           95,477           80,370
     Insurance                                   19,375            14,092           37,272           29,292
     Government fees and taxes                    4,490            (6,564)           4,490           14,116
     Stock exchange fees                         (1,500)                -           17,005           18,505
     Corporate services                           7,577             2,133            8,352            4,229
     Transfer agent's fees                        3,505               805            4,217            1,323
     Bank charges                                   575               410            1,086              587
     Gain on foreign exchange                  (236,936)           (2,270)        (795,699)          (3,375)
     Amortization                               258,922           105,341          517,967          204,182
                                            -----------      ------------     ------------     ------------
                                                778,775           570,509        1,061,752        1,040,820
Interest on long-term debt                       37,125             1,966           78,884            1,966
Interest income                                 (43,113)          (43,605)         (44,466)         (75,847)
                                            -----------      ------------     ------------     ------------

Net loss for the period                     $   772,787      $    528,870     $  1,096,170     $    966,939
                                            ===========      ============     ============     ============

Basic net loss per share                    $      0.05      $       0.03     $       0.07     $       0.06
                                            ===========      ============     ============     ============
</TABLE>

                       See notes to financial statements.

                                       3
<PAGE>




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

                                                                     Six Months Ended
                                                                         June 30,
                                                                     2000           1999
                                                               -------------    -----------
<S>                                                            <C>              <C>
Cash flows from operating activities
         Net loss for the period                               $  (1,096,170)   $  (966,939)
                                                               -------------    -----------
         Items not involving cash:
            Amortization                                             517,967        204,182
            Unrealized gain on foreign exchange                     (220,875)             -
                                                               -------------    -----------
                                                                    (799,078)      (762,757)
         Changes in non-cash working capital balances:
            Other current assets                                     432,186         15,047
            Accounts payable and accrued liabilities                 (63,186)       (86,772)
            Current portion of notes payable                      (4,903,600)             -
                                                               -------------    -----------
Net cash used in operating activities                             (5,333,678)      (834,482)
                                                               -------------    -----------

Cash flows from investing activities
         Purchase of mineral properties and related
            deferred exploration expenditures                       (367,705)      (315,923)
              Purchase of capital assets                             (33,781)      (223,469)
              Purchase of patents and related expenditures             2,951         (1,849)
                                                               -------------    -----------

Net cash used in investing activities                               (398,535)      (541,241)
                                                               -------------    -----------
Cash flows from financing activities
         Issuance of common shares for cash, net of share
            issue costs                                            7,094,970      1,662,500
         Proceeds from exercise of stock options                     335,778              -
         Payment of notes payable                                          -         (6,091)
                                                               -------------    -----------

Net cash provided by financing activities                          7,430,748      1,656,409
                                                               -------------    -----------

Net increase in cash and short-term investments                    1,698,535        280,686

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

Cash and short-term investments, end of period                 $   1,852,115    $ 3,381,263
                                                               =============    ===========
</TABLE>

                       See notes to 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  six-month  periods ended
June 30, 2000 are not  necessarily  indicative of the results to be expected for
the full year.

Note 2. Notes Payable

        On May 12,  2000,  the Company  paid  $4,328,025  principal  and $78,885
interest to BHP Minerals  International,  Inc.  ("BHP") in  connection  with the
Company's acquisition of a pigment production technology and assets from BHP. As
of June 30, 2000, the Company has one remaining payment of $2,239,125 due August
15, 2000.




                                       5
<PAGE>

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


Note 3. Development Stage Company

        As of June 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                                      $        1,777,235
Salaries and wages                                              2,430,681
Shareholders' expenses                                          1,479,768
Office and general                                              2,547,832
Loss on sale of mining claims                                     101,047
Amortization                                                    2,549,623
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
                                                       -------------------
                                                               12,456,631
Less:
     Interest income                                             (625,886)
     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                                         10,784,339
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, June 30, 2000                     $       11,965,599
                                                       ===================



                                       6
<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 June 30, 2000 and
the material changes in the results of operations and financial condition of the
Company  between the three- and  six-month  periods ended June 30, 2000 and June
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  $1,096,170  ($.07 per share) for the six months ended June 30, 2000 and
$966,939  ($.06 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 six months
ended June 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 six  months  ended  June 30,  2000.  The
Company  incurred no  comparable  expense  during the three and six months ended
June 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 six months ended June 30, 1999.

        Professional  fees  increased  during the three- and  six-month  periods
ended  June 30,  2000 over the  comparable  periods  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
$318,000  for the six months  ended  June 30,  2000 and  $159,000  for the three
months ended June 30, 2000) represents the increase in amortization  expense for
the three and six months ended June 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
strengthened  further,  resulting in a gain on foreign exchange of approximately
$237,000.



                                       7
<PAGE>



        Interest on long-term debt increased in the three- and six-month periods
ended June 30, 2000 over the comparable  periods 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.

        Shareholder  relations  expenses  decreased in the three- and  six-month
periods ended June 30, 2000 from the comparable  periods of 1999 due principally
to a reduction in investor  relations  consulting costs. The Company has reduced
the overall level of investor  relations  activities  and is  concentrating  its
efforts on fewer programs.

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
$26,410,809  as of June 30,  2000.  During  the  first six  months of 2000,  the
Company  received  cash proceeds of  $7,094,970  from sales of 1,567,970  Common
Shares and 546,172  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 $1,096,170 to $11,965,599  during the first six months of 2000, due
to the net loss for the period of $1,096,170.

        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. 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.

        As of August 11, 2000,  the Company has entered  into private  placement
subscription  agreements  with  investors  which provide for the sale of 500,000
Common Shares and 250,000  warrants of the Company for $1 million.  This amount,
together  with  additional  anticipated  private  placements,  is  sufficient to
provide  working  capital and fund certain  capital  costs  associated  with the
Technology and Assets and Tennessee  Mineral Property through December 31, 2000.
The Company is assessing  alternatives  for  financing its  longer-term  capital
needs.




                                       8
<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  purchase and 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.




                                       9
<PAGE>





                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

         Pursuant to a common stock purchase  agreement dated March 31, 2000, on
April 7, 2000, the Company issued to a single 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. The investor also received  warrants for 250,261
shares of Common Stock exercisable at $6.75 per share through March 31, 2003.

         The above-described Common Shares and Warrants was 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 4.  Submission of Matters to a Vote of Security Holders.

         The Company held an Annual Meeting of  Shareholders  on June 1, 2000 at
which the Company's  shareholders  considered  and voted as follows on the items
described below:

         1. The  shareholders  of the  Company  considered  whether to elect the
following  persons as  directors  of the  Company,  each to serve until the next
annual meeting of shareholders of the Company and until his respective successor
shall have been duly elected and shall qualify:
<TABLE>
<CAPTION>


        Name of Nominee             Votes For       Votes Withheld/Abstentions       Broker Non-Votes
        <S>                         <C>                       <C>                           <C>
        William Long                13,818,565                65,263                        -0-
        James Golla                 13,830,122                53,706                        -0-
        George Hartman              13,829,322                54,506                        -0-
        Robert Sheldon              13,829,122                54,706                        -0-
</TABLE>

         2. The  shareholders  of the  Company  considered  whether  to  appoint
McGovern,  Hurley,  Cunningham, LLP as auditors of the Company and authorize the
Board of Directors to fix their  remuneration.  There were 13,796,404 votes cast
in favor, no votes cast against, 87,424 votes withheld, and no broker non-votes.

         3. The  shareholders  of the  Company  considered  whether to approve a
proposed  amendment to the 1998 Altair  International  Inc. Stock Option Plan to
increase the number of Common Shares subject to the plan from  2,000,000  Common
Shares to 4,100,000  Common Shares.  There were  1,692,061  votes cast in favor,
518,372 votes cast against, 2,559,311 shares not eligible to vote, and 9,114,084
broker non-votes.



                                       10
<PAGE>



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.




                                       11
<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.



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

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





                                       12
<PAGE>




<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

                  Exhibit                                                                 Incorporated    Filed
                     No.                               Exhibit                            by Reference    Herewith

                  ----------   --------------------------------------------------------- ---------------------------
                  <S>          <C>                                                             <C>           <C>
                  3.1          Articles of Incorporation of the Registrant                     (1)           -
                  3.2          Amendment to Articles of Incorporation of the                   (2)           -
                               Registrant dated November 6, 1996
                  3.3          Bylaws of the Registrant                                        (1)           -
                  4.1          Common Stock Purchase Agreement                                 (3)           -
                  4.2          Form of Common Stock Purchase Warrant (Investor)                (3)           -
                  4.2          Registration Rights Agreement                                   (3)           -
                  10.1         Letter Agreement Regarding Equity Line of Credit, dated         (3)           -
                               March 31, 2000
                  27           Financial Data Schedule                                                      (4)
</TABLE>



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

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

(3)     Incorporated  by reference to the Current Report on Form 8-K filed  with
        the Commission on April 24, 2000.

(4)     Filed herewith.