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

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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 March 31, 2000, the registrant had 15,862,882
                           Common Shares outstanding.


<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                            ALTAIR INTERNATIONAL INC.
                           CONSOLIDATED BALANCE SHEETS
                      (Expressed in United States Dollars)
<TABLE>
<CAPTION>

                                                                   March 31,         December 31,

                                                                     2000                1999
                                                                  (unaudited)         (audited)
                                                              -----------------  -------------------
                            ASSETS
<S>                                                           <C>                <C>
Current
     Cash and short-term investments                          $   1,368,566      $      153,580
     Other current assets                                           771,407             980,453
                                                             ------------------  -------------------
                                                                  2,139,973           1,134,033
Capital
     Property and equipment (Cost, net of amortization)           2,442,119           2,507,878

Patents and related expenditures
     (Cost, net of amortization)                                  9,818,803          10,001,967

Mineral properties and related deferred exploration
     expenditures                                                 2,154,434           2,021,052

Goodwill, net                                                         8,820               8,978
                                                              -----------------  -------------------

                    Total Assets                              $  16,564,149      $   15,673,908
                                                              =================  ===================

                                   LIABILITIES
Current
     Accounts payable and accrued liabilities                 $      94,768      $      199,676
     Current portion of notes payable                             6,846,354           7,363,600

                                                              -----------------  -------------------
                      Total Liabilities                           6,941,122           7,563,276
                                                              -----------------  -------------------
                   SHAREHOLDERS' EQUITY
Capital stock issued
     15,862,882 common shares at March 31, 2000; 15,474,915
               shares at December 31, 1999                       20,160,741          18,324,963

Contributed surplus                                                 655,098             655,098

Deficit                                                         (11,192,812)        (10,869,429
                                                              -----------------  -------------------

                  Total Shareholders' Equity                      9,623,027           8,110,632
                                                              -----------------  -------------------

           Total Liabilities and Shareholders' Equity         $  16,564,149      $   15,673,908
                                                              =================  ===================

</TABLE>



                                       1
<PAGE>



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

                                                                  Three Months Ended
                                                                      March 31,

                                                          -----------------   ---------------
                                                                2000              1999
                                                          -----------------   ---------------
         <S>                                             <C>                 <C>

         Operating Expenses

              Wages and administration                    $         96,803    $       83,047
              Testing, research and development                    240,171            79,937
              Professional fees                                     61,436            26,332
              Shareholder relations                                 29,602            41,267
              General and office                                    28,816            29,394
              Travel                                                20,292            17,218
              Occupancy costs                                       62,892            17,251
              Shareholders' meetings and reports                     4,283            20,953
              Insurance                                             17,897            15,200
              Government fees and taxes                                -              20,680
              Stock exchange fees                                   18,505            18,505
              Corporate services                                       775             2,096
              Transfer agent's fees                                    712               518
              Bank charges                                             511               177
              Gain on foreign exchange                            (558,763)           (1,105)
              Amortization                                         259,045            98,841
                                                          -----------------   --------------
                                                                   282,977           470,311
         Interest on long-term debt                                 41,759               -
         Interest income                                            (1,353)          (32,242)
                                                          -----------------   ---------------

         Net loss for the period                          $        323,383    $      438,069
                                                          =================   ===============

         Basic net loss per share                         $           0.02     $        0.03
                                                          =================   ===============
</TABLE>

                                       2
<PAGE>


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

                                                                    Three Months Ended
                                                                        March 31,

                                                              --------------    -------------
                                                                   2000              1999
                                                              --------------    -------------
         <S>                                                  <C>               <C>
         Cash flows from operating activities
              Net loss for the period                         $    (323,383)    $   (438,069)
              Items not involving cash:
                   Amortization                                     259,045           98,841
                   Unrealized gain on foreign exchange             (559,005)             -
                                                              --------------    -------------
                                                                   (623,343)        (339,228)
              Changes in non-cash working capital balances:
                   Other current assets                             209,046           27,447
                   Accounts payable and accrued liabilities        (104,908)         (66,680)
                   Current portion of notes payable                  41,759              -
                                                              --------------    -------------
         Net cash used in operating activities                     (477,446)        (378,461)
                                                              --------------    -------------
         Cash flows from investing activities
              Purchase of mineral properties and related
                   deferred exploration expenditures               (133,382)        (153,247)
              Purchase of capital assets                             (4,029)        (137,898)
              Purchase of centrifugal jig patents and related
                   expenditures                                      (5,935)          (1,849)
                                                              --------------    -------------
         Net cash used in investing activities                     (143,346)        (292,994)
                                                              --------------    -------------

         Cash flows from financing activities
              Issuance of common shares for cash, net of share
                    issue costs                                   1,500,000        1,662,500
              Proceeds from exercise of stock options               335,778              -
              Payment of notes payable                                  -             (6,000)

                                                              --------------    -------------
         Net cash provided by financing activities                1,835,778        1,656,500
                                                              --------------    -------------

         Net increase in cash and short-term investments          1,214,986          985,045

         Cash and short-term investments, beginning of period       153,580        3,100,577
                                                              --------------    -------------
         Cash and short-term investments, end of period       $   1,368,566     $  4,085,622
                                                              ==============  ===============
</TABLE>


                                       3
<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-month  period ended March 31,
2000 are not  necessarily  indicative of the results to be expected for the full
year.

Note 2.  Capital Stock

        On January 31, 2000,  the Company  issued  75,000  common  shares of the
Company ("Common Shares") and 37,500 Series L Warrants at the price of $4.00 per
unit of one Common Share and one-half Series L Warrant (a "Unit"). Each Series L
Warrant entitles the holder to acquire one Common Share at the price of $6.00 on
or before 5:00 p.m.  (Mountain  Standard Time) on the earlier of (i) January 31,
2003,  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.

        On March 2, 2000, the Company issued an additional  50,000 Common Shares
and 25,000  Series L  Warrants,  at the price of $4.00 per Unit.  Each  Series L
Warrant entitles the holder to acquire one Common Share at the price of $6.00 on
or before  5:00 p.m.  (Mountain  Standard  Time) on the  earlier of (i) March 2,
2004,  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.

        On March 3, 2000, the Company issued an additional 166,667 Common Shares
and 83,333  Series M  Warrants,  at the price of $6.00 per Unit.  Each  Series M
Warrant entitles the holder to acquire one Common Share at the price of $8.00 on
or before  5:00 p.m.  (Mountain  Standard  Time) on the  earlier of (i) March 3,
2004,  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 $10.00 per share.

        Total gross proceeds from the aforementioned sales were $1,500,000.

         On or about March 31, 2000, the Company issued 25,000 Shares and 75,000
Warrants in a private placement pursuant to the terms of a consulting  agreement
dated as of February  15, 2000 in  consideration  of  consulting  services to be
provided to the Company.  The Warrants have an exercise price of $4.00 per share
and are exercisable at any time on or before February 15, 2003.

                                       4
<PAGE>

        During the three months ended March 31, 2000, options to purchase 71,300
Common  Shares  were  exercised  at prices  ranging  from $4.13 to $6.13.  Gross
proceeds  from the  exercise of these  options  were  $335,778.  During the same
period,  options to purchase  230,000 Common Shares were issued to employees and
service providers at prices equal to the market price on the Nasdaq Stock Market
on the day prior to the date of  issuance.  As of March  31,  2000,  options  to
purchase 3,188,700 Common Shares were outstanding.

Note 3.  Development Stage Company

        As  of  March  31,  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:
<TABLE>
<CAPTION>

                                                          Accumulated deficit
                                                              during the
                                                           development stage
      <S>                                                    <C>
      Professional fees                                      $  1,665,985
      Salaries and wages                                        2,342,302
      Shareholders' expenses                                    1,344,228
      Office and general                                        2,363,148
      Loss on sale of mining claims                               101,047
      Amortization                                              2,290,701
      Interest on long-term debt                                  138,760
      Write off of mineral properties and related
           deferred exploration expenditures                    1,385,997
      Write off of organization costs                               8,563
                                                           --------------------
                                                               11,640,731
      Less:
           Interest income                                       (582,773)
           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                                   10,011,552
      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, March 31, 2000                    $ 11,192,812
                                                           ====================

</TABLE>

                                       5
<PAGE>

Note 4.  Subsequent Event

        On April 7, 2000,  the  Company  entered  into a common  stock  purchase
agreement and an equity line of credit  agreement with an investor.  Pursuant to
the common stock purchase  agreement,  the Company has issued  1,251,303  Common
Shares and 250,261  warrants for gross proceeds of $6,000,000  before  deducting
estimated costs of the issue of $455,000 and 75,085 warrants.

        Each warrant entitles the holder to purchase one Common Share at a price
of $6.75 on or before March 31, 2003.

        The 1,251,303  Common Shares are subject to a "repricing  period" of 120
days.  During the repricing  period,  additional  shares may be issued through a
reset  provision  that  compares  market  price in the  repricing  period  to an
adjusted original issue price.

        Pursuant  to the equity  line of credit  agreement,  the Company has the
right to cause the  investor  to  purchase  up to $10  million of the  Company's
Common Shares over an 18-month period at a discounted  market price based on the
five  lowest  closing bid prices of the Common  Shares for the ten trading  days
following the Company's  notice.  The timing and amounts of the purchases are at
the discretion of the Company.  Each additional  purchase may be no greater than
66.7% of the average daily  weighted  dollar trading volume of the Common Shares
for the twenty days  preceding  both the notice and closing of the purchase.  In
addition,  the average  market value during the same  twenty-day  period must be
greater than $2.00 per share.

                                       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 March 31, 2000 and
the material changes in the results of operations and financial condition of the
Company between the three-month periods ended March 31, 2000 and March 31, 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  $323,383  ($.02 per share)  during the first  three  months of 2000 and
$438,069  ($.03 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
months ended March 31, 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  months  ended March 31,  2000.  The Company
incurred no comparable expense during the three months ended March 31, 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 months ended March 31, 1999.

        Professional  fees  increased from $26,332 during the three months ended
March 31, 1999 to $61,436  during the three  months  ended March 31, 2000 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
$159,000 for the three months ended March 31, 2000)  represents  the increase in
amortization  expense  for the three  months  ended March 31, 2000 over the same
period in 1999.

        The  purchase  price  for  the  Technology  and  Assets  was  15,000,000
Australian dollars ("AUD$") and is payable in four equal installments. The first
installment was paid at closing in November 1999 and the second  payment,  which
was  originally  due  February  15,  2000,  has been  rescheduled  by  Letter of
Amendment, with interest at 15% per annum, until May 15, 2000. The remaining two
payments  are due and  payable on May 15,  2000 and August 15,  2000.  Since the
purchase price is payable in Australian dollars, the liability to BHP is 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. At March 31,
2000, the Company  recorded accrued interest of $41,759 due to BHP on the second
installment of the purchase price which is due on May 15, 2000.

                                       7
<PAGE>


         Interest  income  decreased  for the three  months ended March 31, 2000
from the  comparable  period of 1999 due to a  decrease  in cash  available  for
short-term  investment.  This  decrease in cash resulted from the payment of the
initial installment of approximately $2.4 million to BHP in November 1999.

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
$20,815,839  as of March 31, 2000.  During the first three  months of 2000,  the
Company received cash proceeds of $1,500,000 from sales of 291,667 Common Shares
and 145,833 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 $323,383 to $11,192,812  during the first three months of 2000, due
to the net loss for the period of $323,383.

        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  intends  to use the  proceeds  received  to  date  and any
additional  proceeds to pay the  remaining  AUD$11,250,000  due to BHP, fund the
estimated $5.5 million needed for the completion of the feasibility study on the
Tennessee Mineral Property, and provide working capital.

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.

                                       8
<PAGE>

        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.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Although   the   Company  is  an  Ontario   corporation,   it  conducts
substantially all of its operations in the United States and holds substantially
all of its cash in United States Dollar denominated bank accounts. The Company's
liability to BHP in connection with the purchase of the Technology and Assets is
stated in Australian  dollars and is, therefore,  subject to exchange rate risk.
As a result,  the Company's  obligation to pay BHP AUD$7,500,000 on May 15, 2000
and  AUD$3,750,000  on August 15, 2000 will  increase as the  Australian  Dollar
becomes  stronger  against  the United  States  Dollar and will  decrease as the
Australian Dollar weakens against the United States Dollar.  Exchange rates tend
to  fluctuate  widely,  and there is a real risk that the cost in United  States
Dollars  of  repaying  the  Company's  AUD$11,250,000  obligation  may  increase
significantly during the period between the date of this report and the date the
Company pays, or is required to pay, such obligation.

         By  way of  illustration,  on  November  15,  1999,  when  the  Company
consummated its purchase of the Processing Technology and Processing Assets, the
cost of an  Australian  Dollar in United  States  Dollars  (or the U.S.$ to AUD$
exchange rate) was $.6403. As a result, the Company's  AUD$11,250,000  liability
to BHP was equal to  U.S.$7,202,738  on November 15, 1999.  Between November 15,
1999 and December 31, 1999, the United States Dollar weakened in relation to the
Australian Dollar such that the Company's liability to BHP increased by $160,862
to  $7,363,600.  (An  unrealized  loss in that amount  appears on the  Company's
Consolidated  Statements of Operations  and Deficit for the year ended  December
31,  1999).  However,  during the period  between  January 1, 2000 and March 31,
2000,  the United  States  Dollar  strengthened  in relation  to the  Australian
Dollar,  with  the  result  that the  liability  to BHP on  March  31,  2000 has
decreased by $559,005 from the amount at December 31, 1999 and $398,143 from the
amount at November 15, 1999 to $6,804,595. Because of the exchange rate exposure
on its  liability to BHP, the amount in United  States  Dollars of the Company's
liability  to BHP will  continue to  fluctuate  until such  liability is paid in
full.

                           PART II - OTHER INFORMATION

Item 2.  Changes  in  Securities  and Use of  Proceeds  (Unregistered  Sales  of
Securities)


        On March 3, 2000, the Company issued an additional 166,667 Common Shares
and 83,333  Series M  Warrants,  at the price of $6.00 per Unit.  Each  Series M
Warrant entitles the holder to acquire one Common Share at the price of $8.00 on
or before  5:00 p.m.  (Mountain  Standard  Time) on the  earlier of (i) March 3,
2004,  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 $10.00 per share.

     On or about March 31, 2000,  the Company  issued  25,000  Shares and 75,000
Warrants (in a series  identified  as De Jong  Warrants) in a private  placement
pursuant to the terms of a consulting agreement dated as of February 15, 2000 in
consideration of consulting services to be provided to the Company. The Warrants
have an exercise price of $4.00 per share and are  exercisable at any time on or
before February 15, 2003.

                                       9
<PAGE>

     Each of the  above-described  issuances  of 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 6.  Exhibits and Reports on Form 8-K

     (a) See Exhibit Index attached hereto.

     (b) No  reports on Form 8-K have been  filed  during  the first  quarter of
         2000.

                                       10
<PAGE>


                                   SIGNATURES

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

                            Altair International Inc.



              May 10, 2000              By:/s/ William P. Long
              ------------              -----------------------
                  Date                         William P. Long,
                                               President



              May 10, 2000              By:/s/ Edward H. Dickinson
              ------------              ---------------------------
                  Date                         Edward H. Dickinson,
                                               Chief Financial Officer



                                       11
<PAGE>

<TABLE>
<CAPTION>


                                  EXHIBIT INDEX

  Exhibit No.                     Description                                 Incorporated by Reference/
                                                                                    Filed Herewith
----------------    ----------------------------------------    -------------------------------------------------------
<S>                 <C>                                         <C>

                    Articles of Incorporation of the            Incorporated by reference to Registration Statement
            3.1     Registrant                                  on Form 10 SB filed with the Commission on November
                                                                25, 1996.

                    Amendment to Articles of Incorporation      Incorporated by reference to Amendment No. 1 to
            3.2     of the Registrant dated November 6,         Registration Statement on Form 10 filed with the
                    1996                                        Commission on December 23, 1996.

                                                                Incorporated by reference to Registration Statement
            3.3     Bylaws of the Registrant                    on Form 10 SB filed with the Commission on November
                                                                25, 1996.

                                                                Incorporated by reference to Registration Statement
            4.1     Form of Common Stock Certificate            on Form 10-SB filed with the Commission on November
                                                                25, 1996.

                                                                Incorporated by reference to the Company's Current
                                                                Report on Form 8-K filed with the Commission on
            4.2     Form of Warrant (related to                 January 13, 1998, as amended by Amendment No. 1 to
                    Convertible Debentures)                     Current Report on Form 8-K/A, filed on January 21,
                                                                1998.

                                                                Incorporated by reference to the Company's Quarterly
            4.3     Form of Series J Warrant                    Report on Form 10-Q filed on May 15, 1999.

                                                                Incorporated by reference to the Company's Annual
            4.4     Form of Series K Warrant                    Report on Form 10-K filed with the Commission on
                                                                April 12, 2000.

                                                                Incorporated by reference to the Company's Annual
            4.5     Form of Series L Warrant                    Report on Form 10-K filed with the Commission on
                                                                April 12, 2000.

                                                                Incorporated by reference to Registration Statement
            4.6     Form of Series M Warrant                    on Form S-3, No. 333-36462, filed with the Commission
                                                                on May 5, 2000.

                                                                Incorporated by reference to Registration Statement
            4.7     Form of DeJong Warrant                      on Form S-3, No. 333-36462, filed with the Commission
                                                                on May 5, 2000.

                                                                Incorporated by reference to Registration Statement
            4.8     Form of Series N Warrant                    on Form S-3, No. 333-36462, filed with the Commission
                                                                on May 5, 2000.

                    Shareholders Rights Plan Agreement
                    dated November 27, 1998, between            Incorporated by reference to the Company's Current
            4.9     Altair International Inc. and Equity        Report on Form 8-K filed with the Commission on
                    Transfer Services Inc.                      December 29, 1998.

                    Amended and Restated Shareholder
                    Rights Plan dated October  15,  1999,       Incorporated by reference to the Company's Current
           4.10     between the Company and Equity              Report on Form 8-K filed with the Commission on
                    Transfer Services, Inc.                     November 19, 1999.

             27     Financial Data Schedule                     Filed herewith.
-----------------------
</TABLE>

                                       12