UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                 (Amendment No. 2)
                                 -----------------

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

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


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


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





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

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


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


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

               As of August 13, 2002 the registrant had 24,633,791
                           Common Shares outstanding.
<PAGE>

         This Amendment No. 2 on Form 10-Q/A (this  "Amendment")  is being filed
in order to add Exhibits 99.1 and 99.2 to the Company's Quarterly Report on Form
10-Q for the quarter  ended June 30, 2002,  as amended by Amendment No 1 on Form
10-Q/A (the  "Amended  Form 10-Q"). We have also amended the Exhibit Index to
reflect the addition of these Exhibits.

         In order to  facilitate  understanding  of the  Amended  Form 10-Q,  as
amended by this Amendment, in addition to inserting the information described in
the preceding paragraph, this Amendment restates in its entirety all information
contained  in the  Amended  Form 10-Q.  Sections  of the Form  Amended  10-Q not
identified  above as having been revised are being restated  without  amendment.
All subsequent references to "Form 10-Q" shall refer to the Amended Form 10-Q as
amended by this Amendment.

<PAGE>

                                   PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
<CAPTION>

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

                                                                     June 30,                 December 31,
                                                                       2002                      2001
                                                                   ------------               ------------
                             ASSETS

<S>                                                                <C>                        <C>
Current Assets
     Cash and cash equivalents                                     $    274,531               $    599,884
     Other current assets                                                74,741                     33,651
                                                                   ------------               ------------
         Total current assets                                           349,272                    633,535

Property and Equipment, net                                           5,265,096                  5,987,950

Patents and Related Expenditures, net                                 1,189,090                  3,739,864

Other Assets                                                            349,220                    491,894
                                                                   ------------               ------------
                          Total Assets                             $  7,152,678               $ 10,853,243
                                                                   ============               ============

              LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities

     Accounts payable and accrued liabilities                      $    618,406               $    528,405
     Note payable - current portion                                   1,677,238                       --
     Stock purchase advances                                            617,123                       --
     Loans payable - related parties                                       --                      143,000
     Capital lease obligations - current portion                           --                        2,312
     Deferred revenue                                                      --                       40,972
                                                                   ------------               ------------
         Total current liabilities                                    2,912,767                    714,689
                                                                   ------------               ------------
Note Payable, Long-Term Portion                                            --                    1,462,060
                                                                   ------------               ------------
Commitments and Contingencies

Stockholders' Equity

     Common stock, no par value,  unlimited
       shares  authorized;  24,583,791 and
       22,694,142    shares issued and  outstanding
       at June 30, 2002 and December 31, 2001                       39,920,522                  38,089,320
     Deficit accumulated during the development stage              (35,680,611)                (29,412,826)
                                                                  ------------                ------------
                   Total Shareholders' Equity                        4,239,911                   8,676,494
                                                                  ------------                ------------
           Total Liabilities and Shareholders' Equity             $  7,152,678                $ 10,853,243
                                                                  ============                ============
</TABLE>

                       (See Notes to Financial Statements)

                                       1
<PAGE>

<TABLE>
<CAPTION>

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


                                                                                                                   Period
                                                                                                                   April 9,
                                                                                                                     1973
                                                                                                                   (date of
                                                                                                                  inception)
                                                 Three Months Ended June 30,        Six Months Ended June 30,         to
                                                  ----------------------------    ----------------------------      June 30,
                                                      2002             2001           2002            2001           2002
                                                  (As restated-                   (As restated-                   (As restated-
                                                   See Note 6)                     See Note 6)                     See Note 6)
                                                  ------------    ------------    ------------    ------------    ------------
<S>                                               <C>                             <C>                             <C>
Sales                                             $      4,734            None    $     53,671            None    $     96,487
Cost of sales                                            1,151            None          31,326            None          49,501
                                                  ------------    ------------    ------------    ------------    ------------
Gross Margin                                             3,583            None          22,345            None          46,986
                                                  ------------    ------------    ------------    ------------    ------------
Operating Expenses
     Mineral exploration and development               206,589    $    238,300         358,777    $    599,754       6,277,442
     Research and development                          164,040         145,383         302,649         268,271       3,431,608
     Professional services                             229,367         208,525         455,440         313,656       3,019,352
     General and administrative expenses               638,086         766,985       1,246,214       1,570,805      13,093,696
     Depreciation and amortization                     285,702         284,813         571,401         564,693       5,088,815
     Asset impairment                                2,759,956            --         2,759,956            --         2,759,956
                                                  ------------    ------------    ------------    ------------    ------------
       Total operating expenses                      4,283,740       1,644,006       5,694,437       3,317,179      33,670,869
                                                  ------------    ------------    ------------    ------------    ------------
Loss from Operations                                 4,280,157       1,644,006       5,672,092       3,317,179      33,623,883
                                                  ------------    ------------    ------------    ------------    ------------
Other (Income) Expense:
     Interest expense                                  308,539         734,027         596,837       1,034,267       3,980,788
     Interest income                                      (832)        (43,172)         (1,534)       (112,577)       (815,374)
     Loss (gain) on foreign exchange                       390             443             390             209        (558,387)
                                                  ------------    ------------    ------------    ------------    ------------
       Total other expense, net                        308,097         691,298         595,693         921,899       2,607,027
                                                  ------------    ------------    ------------    ------------    ------------
Loss before extraordinary items                      4,588,254       2,335,304       6,267,785       4,239,078      36,230,910
                                                  ------------    ------------    ------------    ------------    ------------
Extraordinary items:
     Gain on forgiveness of debt                          --              --              --              --          (795,972)
     Loss on redemption of convertible
     debentures                                           --              --              --              --           193,256
                                                  ------------    ------------    ------------    ------------    ------------
       Total extraordinary items                          --              --              --              --          (602,716)
                                                  ------------    ------------    ------------    ------------    ------------
Net loss                                             4,588,254       2,335,304       6,267,785       4,239,078      35,628,194
Preferential Warrant Dividend                             --              --              --              --            52,417
                                                  ------------    ------------    ------------    ------------    ------------
Net Loss Applicable to Shareholders               $  4,588,254    $  2,335,304    $  6,267,785    $  4,239,078    $ 35,680,611
                                                  ============    ============    ============    ============    ============
Loss per Common Share:
   Loss before extraordinary items
     Basic and diluted                            $       0.19    $       0.12    $       0.27    $       0.22    $       4.73
   Effect of extraordinary items
     on earnings per share:
     Basic and diluted                                    --              --              --              --             (0.08)
                                                  ------------    ------------    ------------    ------------    ------------
Loss per common share - Basic and diluted         $       0.19    $       0.12    $       0.27    $       0.22    $       4.65
                                                  ============    ============    ============    ============    ============
Weighted average shares - Basic and diluted         24,021,819      19,276,553      23,435,395      19,306,218       7,665,690
                                                  ============    ============    ============    ============    ============
</TABLE>

                       (See Notes to Financial Statements)
                                       2

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                    Period
                                                                                                April 9, 1973
                                                                                                   (date of
                                                                                                inception) to
                                                       Six Months Ended June 30,                   June 30,
                                                          2002          2001                         2002
                                                       ----------      ----------                 ----------
<S>                                                  <C>             <C>                        <C>
Cash flows from development activities:
     Net loss                                        $ (6,267,785)   $ (4,239,078)              $(35,628,194)
     Adjustments to reconcile net loss to net cash
       used in development activities:
       Depreciation and amortization                      571,401         564,693                  5,088,815
       Shares issued for services                            --              --                       99,926
       Shares issued for interest                         160,985            --                      984,812
       Issuance of stock options to non-employees           4,732         112,353                  3,008,272
       Issuance of stock options to employees                --            81,600                     78,220
       Issuance of stock warrants                         108,556         314,077                    924,861
       Amortization of discount on note payable           215,179         206,223                    630,252
       Amortization of debt issuance costs                220,674            --                      320,674
       Asset impairment                                 2,759,956            --                    2,759,956
       Loss on redemption of convertible debenture           --              --                      193,256
       Gain on forgiveness of debt                           --              --                     (795,972)
       Loss on disposal of fixed assets                      --              --                        1,945
       Gain on foreign currency translation                  --              --                     (559,179)
       Deferred financing costs written off                  --              --                      515,842
     Changes in assets and liabilities (net of
       effects of acquisition):
       Restricted cash                                       --           729,140                       --
       Other current assets                                16,170         375,165                  1,717,117
       Other assets                                        (2,000)         49,998                   (170,720)
       Accounts payable and accrued liabilities            88,193         359,919                    347,384
       Stock purchase advances                            617,123            --                      617,123
       Deferred revenue                                   (40,972)           --                         --
                                                       ----------      ----------                 ----------
Net cash used in development activities                (1,547,788)     (1,445,910)               (19,865,610)
                                                       ----------      ----------                 ----------
Cash flows from investing activities:
     Asset acquisition                                       --              --                   (2,422,417)
     Purchase of property and equipment                   (57,730)       (154,964)                (1,193,239)
     Purchase of patents and related expenditures            --              --                   (1,882,187)
                                                       ----------      ----------                 ----------
Net cash used in investing activities                     (57,730)       (154,964)                (5,497,843)
                                                       ----------      ----------                 ----------
</TABLE>

                                                                     (continued)

                       (See Notes to Financial Statements)
                                       3
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                  Period
                                                                                              April 9, 1973
                                                                                                (date of
                                                                                              inception) to
                                                          Six Months Ended June 30,              June 30,
                                                            2002             2001                  2002
                                                         ----------       ----------            ----------
<S>                                                    <C>             <C>                    <C>
Cash flows from financing activities:
   Issuance of common shares for cash, net of
     share issue costs                                 $  1,125,000    $  1,300,000           $ 19,298,659
   Collection of stock subscription receivable                 --           561,300                561,300
   Issuance of convertible debenture                           --              --                5,000,000
   Proceeds from exercise of stock options                     --            40,000              2,708,491
   Proceeds from exercise of warrants                       300,477            --                4,917,805
   Issuance of related party notes                            6,243            --                  174,243
   Issuance of notes payable                                   --              --                7,000,000
   Payment of notes payable                                    --        (1,520,635)           (11,120,816)
   Payment of related party notes                          (149,243)           --                 (174,243)
   Payment on capital lease                                  (2,312)           --                  (27,075)
   Purchase of call options                                    --              --                 (449,442)
   Redemption of convertible debentures                        --              --               (2,250,938)
                                                         ----------       ----------            ----------
Net cash provided by financing activities                 1,280,165         380,665             25,637,984
                                                         ----------       ----------            ----------
Net increase (decrease) in cash and cash equivalents       (325,353)     (1,220,209)               274,531
Cash and cash equivalents, beginning of period              599,884       1,335,729                   None
                                                         ----------       ----------            ----------
Cash and cash equivalents, end of period               $    274,531    $    115,520           $    274,531
Supplemental disclosures:                                ==========       ==========            ==========
Cash paid for interest                                         None    $   279,728
                                                         ==========       ==========
Cash paid for income taxes                                     None           None
                                                         ==========       ==========
</TABLE>

Supplemental  schedule of non-cash investing and financing  activities:
For the six months ended June 30, 2002:

   - None

For the six months ended June 30, 2001:

   -    We cancelled  call options on 228,456  shares of our common stock to pay
        $97,743 of principal  and $244,941 of interest on the Doral 18, LLC 2000
        Note. In addition,  the  cancellation of the call options resulted in an
        additional interest expense of $210,568.

                                                                     (concluded)

                       (See Notes to Financial Statements)


                                       4
<PAGE>

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

Note 1.  Basis of Preparation of Financial Statements

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

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

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

        The accompanying consolidated financial statements have been prepared on
a going concern  basis,  which  contemplates  the  realization of assets and the
satisfaction  of liabilities  in the normal course of business.  As shown in the
consolidated  financial  statements  for the  quarter  ended June 30,  2002,  we
incurred a net loss of $4,588,254, and since the date of inception have incurred
cumulative  net losses of  $35,628,194.  At June 30, 2002,  current  liabilities
exceeded current assets by $2,563,495.  These factors,  among others,  may raise
substantial doubt about the Company's ability to continue as a going concern.

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

        At June 30,  2002,  we had cash and cash  equivalents  of  $274,531,  an
amount that would be  sufficient to fund our basic  operations  through July 31,
2002.  In order to extend  operations  through at least August 31, 2002, we have
reduced  our cash  expenditures  to the extent  possible  without  significantly
affecting  our  development  efforts  with  respect to the  titanium  processing
technology.  We anticipate  that we will receive the  remaining  $642,877 of the
purchase  price owed under the amended and  restated  stock  purchase  agreement
described  below in Note 3 on or before  August  31,  2002.  If we  receive  the
remainder  of the  purchase  price  during  August  2002,  we  expect  that this
additional  capital will be sufficient to fund our basic  operations  through at
least October 31, 2002. If we do not receive the remainder of the purchase price
during August 2002, we will require  additional  financing during August 2002 in
order to provide working capital to fund our day-to-day operations.

     In order to  reduce  the rate at  which  we are  using  cash we have  taken
several cost cutting measures, the most significant of which is the reduction of
expenditures on the Tennessee mineral property and the jig to the minimum amount
necessary  to  maintain  these  assets  with no  ongoing  development  activity.
                                       5
<PAGE>

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

Nevertheless,  even with such cost cutting  measures,  as stated above,  we will
need  additional  financing to fund our basic,  day-to-day  operations  sometime
between  August 31, 2002 and October 31, 2002.  Because our projected  near-term
sales of  nanoparticle  products are minimal,  we expect to generate  such funds
through  additional  private  placements  of our common  stock and  warrants  to
purchase our common stock or other debt or equity  securities.  As of August 13,
2002, we have no  commitments to provide  additional  financing or to purchase a
significant  quantity  of  nanoparticle  products.  If we are  unable  to obtain
financing on a timely basis, we may be forced to more significantly curtail and,
at some point, discontinue operations.

        The results of  operations  for the three- and  six-month  periods ended
June 30, 2002 are not  necessarily  indicative of the results to be expected for
the full year.

Note 2. Summary of Significant Accounting Policies

        Net  Loss  Per  Common  Share - Basic  net  loss  per  common  share  is
calculated by dividing net loss by the weighted  average number of common shares
outstanding  during the period.  The existence of stock options,  warrants,  and
convertible  securities  affects  the  calculation  of loss per share on a fully
diluted basis. When a net loss is reported,  the number of shares used for basic
and  diluted  net loss per share is the same since the effect of  including  the
additional common stock equivalents would be antidilutive.

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

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


        In  August  2001,  the FASB  issued  SFAS No.  144,  Accounting  for the
Impairment or Disposal of Long-Lived Assets.  SFAS No. 144 addresses  accounting
and reporting for the impairment or disposal of long-lived assets, including the
disposal of a segment of  business.  We adopted SFAS No. 144 on January 1, 2002.
During the quarter ended June 30, 2002,  changes in circumstances  regarding the
development  and use of the jig indicated that an impairment  adjustment for the
jigs was required.  See Note 6 for information regarding the adjustments we have
recorded for asset impairment.

Note 3.  Common Stock

        Common stock transactions during the six months ended June 30, 2002 were
as follows:

<TABLE>
<CAPTION>

                                                                        Common Stock
                                                              ---------------------------------
                                                                                  Stated
                                                                  Shares          Amount
                                                              ---------------------------------
<S>                                                               <C>              <C>
         Balance, December 31, 2001                               22,694,142       $38,089,320
         Common stock issued through private placements            1,350,000         1,125,000
         Shares issued on exercise of warrants                       286,169           300,477
         Stock options issued to non-employees                                           4,732
         Warrants issued for services                                                  108,556
         Shares issued for services                                   50,000            76,000
         Shares issued for payment of interest on
              Doral 18, LLC note                                     203,480           216,437
                                                              ---------------------------------
         Balance, June 30, 2002                                   24,583,791       $39,920,522
                                                              =================================
</TABLE>

                                       6
<PAGE>

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

        On March 11, 2002, we entered into a stock  purchase  agreement  with an
investor  that  provided  for the sale of 666,667  common  shares and  1,000,000
warrants for total  consideration of $1,000,000.  At June 30, 2002, the investor
had  remitted  $617,123  toward the purchase  price.  This amount is recorded as
stock purchase  advances in the  accompanying  Consolidated  Balance Sheets.  On
April 26, 2002, we entered into an amended and restated stock purchase agreement
with the  investor  wherein  the number of shares  purchased  was  increased  to
1,200,000,  the number of warrants  was  increased  to  1,800,000  and the total
purchase price was increased to $1,260,000. The purchase price was to be paid in
full by July 31, 2002 but has been informally extended to August 31, 2002.

         On April 16, 2002, we reduced the exercise price of 582,500 outstanding
warrants,  held by an investor, to $1.05 per share for the period April 26, 2002
through June 30, 2002. A total of 286,169  warrants were exercised  prior to the
expiration  date. The warrants had been  previously  issued with exercise prices
ranging  from  $3.50 to $5.00.  The fair  value of the  warrants  at the date of
modification,  as  determined  by the  Black  Scholes  pricing  model,  was  not
significantly  different  from  the  fair  value  of the  warrants  prior to the
modification of terms.

        During the six months ended June 30, 2002, we issued 562,500 warrants in
connection with the issuance of common stock. The exercise price of the warrants
ranged from $1.13 to $2.50.

Note 4.  Note Payable

        Note payable  consisted  of the  following at June 30, 2002 and December
31, 2001:

<TABLE>
<CAPTION>

                                                      June 30, 2002        December 31, 2001
                                                  ---------------------- ----------------------
<S>                                                   <C>                    <C>
         Note payable to Doral 18, LLC                $ 1,920,716            $  1,867,857
         Less discount resulting from allocation
            of debt proceeds to warrant                  (243,478)               (405,797)

         Less current portion                          (1,677,238)                   --
                                                  ---------------------- ----------------------
         Long-term portion of notes payable           $      --              $  1,462,060
                                                  ====================== ======================
</TABLE>
Note 5.  Intangible Assets

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

                                  Gross                               Net
                                Carrying         Accumulated        Carrying
                                 Amount          Amortization        Amount
                             --------------- ---------------- ---------------
    Patents and related
       expenditures           $ 4,030,450      $ (2,841,360)    $  1,189,090

        The  weighted  average  amortization  period  for  intangible  assets is
approximately 16.5 years.  Amortization  expense was $184,622 for the six months
ended  June  30,  2002,  which  represented  the  amortization  relating  to the
identified  intangible assets still required to be amortized under SFAS No. 142.
This amount included $141,779 of amortization expense related to the jig patents
which was recorded prior to an adjustment for asset impairment at June 30, 2002.
For each of the next five years,  amortization  expense  relating to intangibles
will be $85,680 per year.

Note 6.  Impairment of Assets
-----------------------------

        During the quarter  ended June 30, 2002,  due to a shortage of cash,  we
elected to reduce  expenditures on the Tennessee mineral property to the minimum
amount required to maintain it. As a result of this, development activities have
been  delayed,  including our intended use of the jig to enhance the recovery of
heavy minerals on the property. Although we have entered an agreement to perform
jig tests for fine particle recovery at a third party's facility and we continue
to seek  manufacturers  and  distributors  for marketing the jig under licensing
and/or distributorship  agreements, we cannot determine when and if the jig will


                                       7
<PAGE>


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

Note 6.  Impairment of Assets, con'd
------------------------------------

generate substantial revenues and profits. This, in combination with our lack of
funds to further  develop the jig for commercial  use, causes us to believe that
the jig assets are impaired.  Since we cannot determine when adequate funds will
be  available  to further  develop  and  utilize  the jig,  we have  recorded an
impairment  of jig  assets in the amount of  $2,759,956,  which  represents  the
remaining  net  asset  value  of  the  jig  patents  and  related   expenditures
($2,366,155) and jigs in property and equipment ($393,801) at June 30, 2002.

         We  also  assessed  the  carrying  value  of  the  titanium  processing
technology and titanium processing assets during the quarter ended June 30, 2002
by analyzing  future  estimated cash flows associated with these assets over the
succeeding  ten-year period.  These assets have begun generating sales revenues,
we have entered into development  contracts and  non-disclosure  agreements with
companies   interested   in  joint   development   and/or   testing  of  certain
nanomaterials  products,  and we are in discussions  regarding  licensing of our
technology to others.  In our future  estimated cash flow analysis,  we examined
product markets,  assessed our opportunities for market entry and sales based on
current  sales  and/or customer   interest,   including  samples  supplied  and
development agreements signed, and estimated the costs, including capital costs,
associated  with the  generation  of  revenues.  At the same time,  we took into
consideration  recent  developments  with respect to licensing our technology to
others and  pharmaceutical  applications that have signficant revenue potential,
and estimated  future cash flows associated with these  activities.  Although we
have not yet generated  significant  revenues,  our future  estimated  cash flow
analysis  indicates  that we will produce  sufficient  cash flows to support the
carrying value of the assets at June 30, 2002.

         Subsequent  to the  original  filing of the Form  10-Q for the  quarter
ended June 30, 2002,  management  determined  that the asset  impairment  charge
should have been  classified as part of operating  expenses rather than an other
expense item. As a result,  the  consolidated  statements of operations  for the
three months ended June 30,  2002,  the six months ended June 30, 2002,  and the
period April 9, 1973 (date of inception) to June 30, 2002, have been restated to
give  effect to that  reclassification.  The  effect of the  restatement  was to
increase  operating  expenses  and  loss  from  operations  for each  period  by
approximately  $2,760,000 and decrease  other expense by the same amount.  There
was no effect to net loss or net loss per share.



                                       8
<PAGE>

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

         The  following  discussion  summarizes  the  material  changes  in  our
financial condition between December 31, 2001 and June 30, 2002 and the material
changes in our results of operations and financial  condition between the three-
and  six-month  periods ended June 30, 2001 and June 30, 2002.  This  discussion
gives  effect  to the  restatement  discussed  in  Note  6 to  the  consolidated
financial  statements  and  should  be read  in  conjunction  with  Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2001.

Overview

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

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

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

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

Critical Accounting Policies and Estimates

         Management based the following discussion and analysis of our financial
condition and results of operations on our  consolidated  financial  statements.
The preparation of these financial  statements requires us to make estimates and
judgments that affect the reported amounts of assets,  liabilities,  revenue and
expenses,  and related  disclosure of contingent  assets and liabilities.  On an
on-going  basis,  we evaluate our critical  accounting  policies and  estimates,
including those related to long-lived  assets and stock-based  compensation.  We
base our estimates on  historical  experience  and on various other  assumptions
that we believe to be reasonable under the  circumstances,  the results of which
form the basis for  making  judgments  about the  carrying  values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

     We believe  the  following  critical  accounting  policies  affect the more
significant  judgments and estimates used in the preparation of our consolidated
financial statements.  These judgments and estimates affect the reported amounts
of assets and  liabilities  and the  reported  amounts of revenues  and expenses
during the reporting  periods.  Changes to these  judgments and estimates  could
adversely affect the Company's future results of operations and cash flows.

                                       9
<PAGE>

o        Long-lived assets. Our long-lived assets consist principally of pigment
         production  equipment,   centrifugal  jig  equipment  and  intellectual
         property  (patents and patent  applications)  associated  with each. At
         June 30, 2002,  the carrying value of these assets was  $6,425,194,  or
         90% of total  assets.  We evaluate  the  carrying  value of  long-lived
         assets when events or  circumstances  indicate that an  impairment  may
         exist. In our evaluation,  we estimate the net undiscounted  cash flows
         expected to be generated by the assets,  and recognize  impairment when
         such  cash  flows  will be less  than the  carrying  values.  Events or
         circumstances   that  could   indicate  the  existence  of  a  possible
         impairment include obsolescence of the technology, an absence of market
         demand for the product, and/or continuing technology rights protection.
         During the  three-month  period  ended  June 30,  2002 we  recorded  an
         impairment  adjustment  related  to the jig assets of  $2,759,956.  See
         Results of Operations below for additional  information with respect to
         this adjustment.

o        Stock-Based Compensation.  We have two stock option plans which provide
         for the issuance of stock options to employees  and service  providers.
         Although  SFAS  No.  123,  Accounting  for  Stock  Based  Compensation,
         encourages  entities to adopt a  fair-value-based  method of accounting
         for stock  options and similar  equity  instruments,  it also allows an
         entity  to  continue   measuring   compensation  cost  for  stock-based
         compensation using the intrinsic-value  method of accounting prescribed
         by APB 25, Accounting for Stock Issued to Employees. We have elected to
         follow the accounting provisions of APB 25 and to furnish the pro forma
         disclosures  required under SFAS No. 123. We calculate the compensation
         expense  that would be  recognized  under SFAS No. 123 using a modified
         Black-Scholes  option pricing model. In so doing,  we estimate  certain
         key  variables  used in the model.  We believe the estimates we use are
         appropriate and reasonable.

Results of Operations

Three Months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001
-----------------------------------------------------------------------------

        For the three months ended June 30, 2002, net losses totaled  $4,588,254
($.20 per share) compared to $2,335,304  ($.12 per share) for the same period of
2001. Principal factors contributing to the losses during these periods were the
lack of substantial revenue together with the incurrence of operating expenses.

        For the three  months  ended June 30,  2002,  we  generated  revenues of
$4,734  through sales of titanium  dioxide  nanoparticles  and lithium  titanate
nanoparticles.

        Mineral  exploration and development  expenses decreased by $31,711 from
$238,300  in the quarter  ended June 30,  2001 to $206,589 in the quarter  ended
June 30, 2002. The decrease is  attributable  to $49,000 of expenses  related to
the start-up of the pilot plant facility at our Tennessee  mineral property that
were  incurred  in the second  quarter  of 2001.  Comparable  expenses  were not
incurred in 2002.  In  addition,  other  exploration  and  development  expenses
associated  with the  Tennessee  mineral  property  decreased  by $43,000 in the
second  quarter  of 2002  when  compared  to the  comparable  quarter  of  2001,
principally as a result of our efforts to reduce  expenditures.  These decreases
were partially  offset by increased  advance royalty payments of $60,000 for the
mineral leaseholds.

        Our research and  development  ("R&D")  efforts in the second quarter of
2002 were directed  principally  to batteries,  thermal spray  coatings and fuel
cells. R&D expenses  increased by $18,657 from $145,383 in the second quarter of
2001 to $164,040 in the same period of 2002 as a result of increased  staff time
being devoted to these R&D projects  with a resulting  decrease in time spent on
construction  projects  and  administrative  and  general  activities.  We  also
experienced  an increase in payroll  overhead costs charged to R&D due to a rise
in employee health insurance costs.

        Professional  services,  which consist principally of legal,  consulting
and audit  expenses,  increased from $208,525  during the second quarter 2001 to
$229,367 in the second quarter 2002. The increase is attributable to an increase
in consulting expenses of $67,000 for assistance with financing activities,  and
an increase of $9,000 for legal charges  associated with  nanotechnology  patent
applications.  These  increases  are offset  partially  by a  decrease  in audit
expenses of $54,000.

                                      10
<PAGE>

        General and  administrative  expenses  decreased from $766,985 in second
quarter 2001 to $638,086 in the same period of 2002.  Investor relations expense
decreased by $141,000 as we cut back some of our investor relations programs. At
our Altair Nanomaterials  subsidiary,  general operating costs for items such as
tools,  operating  supplies,  laboratory  supplies and sample costs decreased by
$70,000  as a result  of our  efforts  to reduce  costs.  These  decreases  were
partially offset by an increase in payroll of $30,000  resulting from hiring the
president of Altair Nanotechnologies, an increase of $18,000 for employee health
insurance and an increase in stock exchange fees of $22,000.

        Interest  expense  decreased  by $425,488  from  $734,027 in the quarter
ended June 30, 2001 to  $308,539  for the quarter  ended June 30,  2002.  During
second quarter 2001, in connection with our $7,000,000 Asset-Backed Exchangeable
Term Note (the "Note"),  we paid $118,000 of redemption premiums associated with
principal  payments  and  $100,000  of fees in  connection  with  extending  the
deadline for the effectiveness of a registration  statement  associated with the
Note. In addition to this,  interest expense of $194,000 was incurred related to
the  estimated  fair value of warrants  issued to the lender in exchange for the
waiver of  penalties  that would have accrued due to late  effectiveness  of the
registration  statement  and  modification  to  the  Note  terms  involving  the
redemption of exchange amounts.  Expenses  comparable to these were not incurred
in the second quarter of 2002.

        During the second  quarter of 2001,  we had in excess of  $3,200,000  of
restricted  cash that was received in connection  with our issuance of the Note.
Interest income earned on this cash was $39,000 during the quarter.  On December
28, 2001, the Note was exchanged for a new note and the restricted cash was paid
to the lender.  As a result of this,  our cash balance  available for investment
was significantly  reduced during the second quarter of 2002 and interest income
declined.

         During the quarter  ended June 30, 2002,  due to a shortage of cash, we
elected to reduce  expenditures on the Tennessee mineral property to the minimum
amount required to maintain it. As a result of this, development activities have
been  delayed,  including our intended use of the jig to enhance the recovery of
heavy minerals on the property.  This, in combination  with our lack of funds to
further  develop the jig for commercial  use,  causes us to believe that the jig
assets are  impaired.  Since we cannot  determine  when  adequate  funds will be
available to further  develop and utilize the jig, we recorded an  impairment of
jig assets in the amount of $2,759,956, which represents the remaining net asset
value of the jig  patents  and  related  expenditures  ($2,366,155)  and jigs in
property and equipment  ($393,801)  at June 30, 2002.  In the meantime,  we have
entered an agreement to perform jig tests for fine particle  recovery at a third
party's  facility and we continue to seek  manufacturers  and  distributors  for
marketing the jig under  licensing  and/or  distributorship  agreements,  but we
cannot  determine  when and if the jig will  generate  substantial  revenues and
profits.

Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001
-------------------------------------------------------------------------

        For the six months ended June 30, 2002,  net losses  totaled  $6,267,785
($.27 per share) compared to $4,239,078  ($.22 per share) for the same period of
2001.

        In the six months ended June 30, 2002, we generated  revenues of $53,671
through sales of titanium dioxide nanoparticles,  lithium titanate nanoparticles
and other  materials.  Sales revenues  included  $40,972 of previously  deferred
revenues for which product shipments were made during the first quarter of 2002.
These products were used primarily in thermal spray coatings.

        During the six months ended June 30, 2001, we completed the installation
and began testing of the pilot plant facility at our Tennessee mineral property.
In  connection  with this,  we  incurred  and  expensed  costs of  $135,000  for
completion of fabrication  and  installation  of the pilot plant and $69,000 for
internal  labor,   overheads,   supplies  and  materials  for  construction  and
subsequent  operation  of  the  facility.  We  incurred  no  comparable  mineral
exploration and development  expenses during the six months ended June 30, 2002.
Other exploration and development expenses associated with the Tennessee mineral
property  decreased  by  $77,000  in the six  months  ended  June 30,  2002 when
compared  to the  comparable  quarter  of 2001,  principally  as a result of our
efforts to reduce expenditures, but this was offset by increased advance royalty
payments of $33,000 for the mineral leaseholds.

        Our R&D  efforts in the six months  ended  June 30,  2002 were  directed
principally to batteries,  thermal spray  coatings and fuel cells.  R&D expenses
increased  by $34,378  from  $268,271  in the six months  ended June 30, 2001 to
$302,649  in the same period of 2002 as a result of  increased  staff time being

                                       11
<PAGE>


devoted  to these  R&D  projects  with a  resulting  decrease  in time  spent on
construction  projects  and  administrative  and  general  activities.  We  also
experienced  an increase in payroll  overhead costs charged to R&D due to a rise
in employee health insurance costs.

        Professional  services  increased  from  $313,656  during the six months
ended June 30,  2001 to $455,440  in the same  period of 2002.  The  increase is
attributable  to an increase in consulting  expenses of $175,000 for  assistance
with  financing  activities,  and an  increase  of  $14,000  for  legal  charges
associated with nanotechnology  patent applications.  These increases are offset
partially by a decrease in audit expenses of $43,000.

        General and administrative expenses decreased from $1,570,805 in the six
months ended June 30, 2001 to  $1,246,214  in the same period of 2002.  Expenses
associated  with  stock  options  issued  to  employees  and  service  providers
decreased  by  $186,000.  In the first six months of 2001,  we repriced  certain
options  granted to employees at a cost of $81,000 and issued options to service
providers at a cost of $105,000.  Comparable  costs in the six months ended June
30, 2002 were only $7,000.  Investor  relations expense decreased by $161,000 as
we cut back some of our investor relations programs. At our Altair Nanomaterials
subsidiary, general operating costs for items such as tools, operating supplies,
laboratory  supplies  and sample  costs  decreased by $32,000 as a result of our
efforts to reduce costs. These decreases were partially offset by an increase in
payroll  of   $36,000   resulting   from   hiring   the   president   of  Altair
Nanotechnologies and an increase of $29,000 for employee health insurance.

        Interest expense decreased by $437,430 from $1,034,267 in the six months
ended June 30, 2001 to $596,837 for the  comparable  period of 2002.  The reason
for this decline is as explained above in the section titled "Three Months Ended
June 30, 2002 Compared to Three Months Ended June 30, 2001."

        Interest  income  decreased by $111,043  from $112,577 in the six months
ended June 30, 2001 to $1,534 in the same period of 2002.  This  decrease is the
result of a decrease in  restricted  cash in the bank as described  above in the
section  titled "Three Months Ended June 30, 2002 Compared to Three Months Ended
June 30, 2001."

        In the six months ended June 30, 2002,  we recorded an asset  impairment
of $2,759,956 as described  above in the section titled "Three Months Ended June
30, 2002 Compared to Three Months Ended June 30, 2001.

Liquidity and Capital Resources

        We generated  $53,671 of sales  revenues in the first six months of 2002
but incurred a net loss of $6,267,785. At June 30, 2002, our accumulated deficit
was  $35,680,611,  or an increase of $6,267,785 over the accumulated  deficit at
December 31, 2001. This increase was due to the net loss for the period.

        Our cash and short-term  investments decreased from $599,884 at December
31, 2001 to $274,531 at June 30, 2002 due to the  incurrence of operating  costs
and the effect of financing transactions which are described below.

        On March 11, 2002, we entered into a stock subscription agreement with a
private  investor which provided for the purchase and sale, for $1,000,000 to be
paid on or before May 31, 2002, of 666,667 common shares and 1,000,000  warrants
to purchase  common shares at exercise prices between $2.00 and $3.00 per share.
At June 30, 2002, we had received $617,123 of advances toward the purchase price
of the shares.  On April 26, 2002, we entered into an amended and restated stock
purchase  agreement with the investor wherein the number of shares purchased was
increased to  1,200,000,  the number of warrants was  increased to 1,800,000 and
the total purchase price was increased to $1,260,000 payable in full by July 31,
2002.  This  date was  subsequently  informally  extended  to August  31,  2002.
One-third of the warrants are  exercisable  at $1.50 per share and expire on the
earlier of five years from the date of issue or the date 30 days  following  the
fifth day (whether or not  consecutive)  the closing  price of our common shares
equals or exceeds $4.50. A further  one-third of the warrants are exercisable at
$2.00 per share and  expire on the  earlier of five years from the date of issue
or the date 30 days  following  the fifth day (whether or not  consecutive)  the
closing price of our common shares equals or exceeds $5.00.  The final one-third
of the warrants are  exercisable at $2.50 per share and expire on the earlier of
five  years from the date of issue or the date 30 days  following  the fifth day
(whether or not  consecutive)  the closing  price of our common shares equals or
exceeds $5.50.

        On April 16, 2002, we reduced the exercise price on 582,500  warrants to
$1.05  per share for the  period  April 26,  2002  through  June 30,  2002.  The
warrants had been  previously  issued with exercise prices ranging from $3.50 to


                                       12
<PAGE>

$5.00. A total of 286,169  warrants were exercised  prior to the expiration date
resulting in net proceeds to us of $300,477.

        On May 7, 2002,  we entered into a securities  purchase  agreement  with
private investors  pursuant to which they purchased  1,250,000 common shares and
312,500  warrants to purchase  common shares for an aggregate  purchase price of
$1,000,000.  The  warrants  expire five years from the date of issuance  and are
exercisable at $1.13 per share.

        At June 30,  2002,  we had cash and cash  equivalents  of  $274,531,  an
amount that would be  sufficient to fund our basic  operations  through July 31,
2002.  In order to extend  operations  through at least August 31, 2002, we have
reduced  our cash  expenditures  to the extent  possible  without  significantly
affecting  our  development  efforts  with  respect to the  titanium  processing
technology.  We anticipate  that we will receive the  remaining  $642,877 of the
purchase  price owed under the amended and  restated  stock  purchase  agreement
described above on or before August 31, 2002. If we receive the remainder of the
purchase price during August 2002, we expect that this  additional  capital will
be sufficient to fund our basic operations through at least October 31, 2002. If
we do not receive the  remainder of the purchase  price during  August 2002,  we
will require additional financing during August 2002 in order to provide working
capital to fund our day-to-day operations.

     In order to  reduce  the rate at  which  we are  using  cash we have  taken
several cost cutting measures, the most significant of which is the reduction of
expenditures on the Tennessee mineral property and the jig to the minimum amount
necessary  to  maintain  these  assets  with no  ongoing  development  activity.
Nevertheless,  even with such cost cutting  measures,  as stated above,  we will
need  additional  financing to fund our basic,  day-to-day  operations  sometime
between  August 31, 2002 and October 31, 2002.  Because our projected  near-term
sales of  nanoparticle  products are minimal,  we expect to generate  such funds
through  additional  private  placements  of our common  stock and  warrants  to
purchase our common stock or other debt or equity  securities.  As of August 13,
2002, we have no  commitments to provide  additional  financing or to purchase a
significant  quantity  of  nanoparticle  products.  If we are  unable  to obtain
financing on a timely basis, we may be forced to more significantly curtail and,
at some point, discontinue operations.

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

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

         The  following  table  discloses   aggregate   information   about  our
contractual   obligations  including  note  payable,   mineral  lease  payments,
facilities lease payments and contractual service agreements, and the periods in
which payments are due as of June 30, 2002:
<TABLE>
<CAPTION>

--------------------------------------- ------------- ------------- -------------- ------------- -------------
                                                      Less Than
Contractual Obligations                 Total         1 Year        1-3 years      4-5 Years     After 5
                                                                                                 Years
--------------------------------------- ------------- ------------- -------------- ------------- -------------

<S>                                    <C>           <C>            <C>            <C>           <C>
Note Payable                           $2,000,000    $2,000,000
--------------------------------------- ------------- ------------- -------------- ------------- -------------

Mineral Leases                          1,135,021       147,467     $452,868       $392,055       $142,631
--------------------------------------- ------------- ------------- -------------- ------------- -------------

Contractual Service Agreements            250,493       250,493
--------------------------------------- ------------- ------------- -------------- ------------- -------------

Facilities Lease                           99,343        99,343
--------------------------------------- ------------- ------------- -------------- ------------- -------------

Total Contractual Obligations          $3,484,857    $2,497,303     $452,868       $392,055       $142,631
--------------------------------------- ============= ============= ============== ============= =============
</TABLE>

                                       13
<PAGE>


Forward-Looking Statements

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

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

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

o        As shown in the consolidated financial statements for the quarter ended
         June 30, 2002, we incurred a net loss of $4,588,254, and since the date
         of inception  have incurred  cumulative net losses of  $35,628,194.  At
         June  30,  2002,  current   liabilities   exceeded  current  assets  by
         $2,563,495.  These factors,  among others,  may raise substantial doubt
         about the Company's ability to continue as a going concern.

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

o        The sale in the open market of common shares issuable upon the exercise
         of exchange  rights under  existing and recently  terminated  notes and
         warrants may place downward  pressure on the market price of our common
         shares.  Speculative  traders may  anticipate  the exercise of exchange
         rights or  warrants  and,  in  anticipation  of a decline in the market
         price of our common shares, engage in short sales of our common shares.
         Such short sales could  further  negatively  affect the market price of
         our common shares.

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

o       In order to avoid  being  delisted  from the Nasdaq  National  Market on
        account  of our  failure  to  satisfy  the $1.00 per share  minimum  bid
        requirement,  we expect  to apply for  listing  on the  Nasdaq  SmallCap
        Market  during  August 2002. If such  application  is not  accepted,  we
        expect to be  delisted  from the  Nasdaq  National  Market.  Even if the
        application  is  accepted,  our  ability to remain  listed on the Nasdaq
        SmallCap  Market will  depend  upon our  ability to increase  the market
        price of our  common  stock to $1.00  per  share  and to  satisfy  other
        listing  criteria by the end of a probationary  period (which expires in
        December  2002 but may be extended an  additional  180 days).  Delisting
        from the  Nasdaq  National  Market  and/or  SmallCap  Market  may have a
        significant   negative   impact  on  the  trading   price,   volume  and
        marketability of our common shares.

o        In the short run, we plan to use the titanium processing  technology to
         produce  TiO2  nanoparticles,   and  we  also  intend  to  license  the
         technology to others.  TiO2  nanoparticles and other products we intend

                                       14
<PAGE>


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

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

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

         o        that the  Tennessee  mineral  property  does not contain heavy
                  minerals of a sufficient  quantity,  quality or  continuity to
                  permit any mining;
         o        that production costs exceed anticipated revenues;
         o        that end products do not meet market  requirements or customer
                  expectations;
         o        that there is an insufficient market for products minable from
                  the Tennessee mineral property; or
         o        that mining the  Tennessee  mineral  property is otherwise not
                  economically or technically feasible.

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

                                       15
<PAGE>

                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

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

         (c) On May 7, 2002,  we sold  1,250,000  common  shares  together  with
warrants to purchase  312,500  common  shares in a private  placement  for gross
proceeds  of  $1,000,000.  The  warrants  entitle  the  holders to  purchase  an
aggregate  of 312,500  shares of common  stock at an initial  exercise  price of
$1.13 per share at any time on or before May 7, 2007.  The warrants also contain
a net exercise  provision which permits a holder to receive upon the exercise of
the warrant a number of shares of common stock with a fair market value equal to
the  difference  between the fair market value of the number of shares of common
stock with respect to which the warrant is exercised and the aggregate  exercise
price  applicable to such shares.  Net exercise is not permitted prior to May 7,
2003. The warrants also include a mandatory exercise provision that allows us to
require  that the holders  exercise or forfeit the  warrants if the closing sale
price for the common  stock is  greater  than 250% of the  exercise  price for a
period of 20 consecutive trading days.

        On March 11, 2002, we entered into a stock subscription agreement with a
private  investor which provided for the purchase and sale, for $1,000,000 to be
paid on or before May 31, 2002, of 666,667 common shares and 1,000,000  warrants
to purchase  common shares at exercise prices between $2.00 and $3.00 per share.
At June 30, 2002, we had received $617,123 of advances toward the purchase price
of the shares.  On April 26, 2002, we entered into an amended and restated stock
purchase  agreement with the investor wherein the number of shares purchased was
increased to  1,200,000,  the number of warrants was  increased to 1,800,000 and
the total purchase price was increased to $1,260,000 payable in full by July 31,
2002.  This  date  was  subsequently  informally  extended  toAugust  31,  2002.
One-third of the warrants are  exercisable  at $1.50 per share and expire on the
earlier of five years from the date of issue or the date 30 days  following  the
fifth day (whether or not  consecutive)  the closing  price of our common shares
equals or exceeds $4.50. A further  one-third of the warrants are exercisable at
$2.00 per share and  expire on the  earlier of five years from the date of issue
or the date 30 days  following  the fifth day (whether or not  consecutive)  the
closing price of our common shares equals or exceeds $5.00.  The final one-third
of the warrants are  exercisable at $2.50 per share and expire on the earlier of
five  years from the date of issue or the date 30 days  following  the fifth day
(whether or not  consecutive)  the closing  price of our common shares equals or
exceeds $5.50.

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


                                       16
<PAGE>

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.

        We held an Annual Meeting of  Shareholders on June 12, 2002 at which the
shareholders considered and voted as follows on the items described below:

        1. The shareholders considered whether to elect the following persons as
directors, each to serve until the next annual meeting of shareholders 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                19,218,608               185,851                        -0-
        James Golla                 19,212,208               192,251                        -0-
        George Hartman              19,195,136               209,323                        -0-
        Robert Sheldon              19,207,308               197,151                        -0-
        Edward Dickinson            19,188,008               216,451                        -0-
</TABLE>


        2. The shareholders considered whether to appoint Deloitte & Touche, LLP
as auditors and  authorize  the Board of  Directors  to fix their  remuneration.
There were 19,260,450 votes cast in favor, no votes cast against,  144,009 votes
withheld, and no broker non-votes.

        3. The shareholders considered a proposed special resolution authorizing
the filing of articles of  continuance  having the effect of: (a) continuing the
Company  under the laws of  Canada  pursuant  to the  provisions  of the  Canada
Business  Corporations Act (the "CBCA"); (b) changing the name of the Company to
"Altair  Nanotechnologies  Inc." or such other name as is acceptable to Industry
Canada and the applicable regulatory authorities;  (c) authorizing the directors
to appoint one or more additional  directors between meetings of shareholders to
hold office for a term expiring  until not later than the next annual meeting of
shareholders  provided  that the total number of directors so appointed  may not
exceed  one third of the number of  directors  elected  at the  previous  annual
meeting  of  shareholders;  (d)  authorizing  the  Company to have  meetings  of
shareholders  outside of Canada in the State of Nevada;  and (e) authorizing the
board of directors from time to time and in such amounts and on such terms as it
deems expedient,  to: (I) borrow money on the credit of the Company; (II) issue,
sell or pledge debt obligations  (including  bonds,  debentures,  notes or other
similar  obligations,  secured or unsecured)  of the Company;  and (III) charge,
mortgage,   hypothecate  or  pledge  all  of  any  of  the  currently  owned  or
subsequently  acquired real or personal,  movable or immovable,  property of the
Company,  including book debts, rights, powers,  franchises and undertaking,  to
secure any debt obligations or any money borrowed, or other debt or liability of
the  Company.  There  were  4,491,192  votes cast in favor,  304,923  votes cast
against, no votes withheld, and 14,608,344 broker non-votes.

        4. The shareholders  considered a proposed resolution  authorizing a new
general  by-law  for the  Company.  There  were  4,462,662  votes cast in favor,
333,453 votes cast against, no votes withheld, and 14,608,344 broker non-votes.

                                       17
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

a)       See Exhibit Index attached hereto.

b)       On May 10, 2002, we filed a Current  Report on Form 8-K reporting  that
         we entered  into a securities  purchase  agreement  with two  investors
         pursuant  to which we  issued  1,250,000  shares  of  common  stock and
         warrants to purchase  312,500  shares of common  stock in exchange  for
         $1,000,000.  We also entered into a registration  rights agreement with
         the investors  pursuant to which we agreed to file, as soon as possible
         and  in no  event  later  than  within  60  days  of  May  7,  2002,  a
         registration  statement registering the re-sale of the shares of common
         stock purchased under the purchase agreement and issuable upon exercise
         of the warrants.

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


                                       18
<PAGE>

                                   SIGNATURES

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

                                      Altair Nanotechnologies Inc.



October 18, 2002          By:  /s/ William P. Long
----------------              ---------------------------------------------
         Date                      William P. Long, Chief Executive Officer



October 18, 2002         By:   /s/ Edward H. Dickinson
----------------              -------------------------------------------------
          Date                     Edward H. Dickinson, Chief Financial Officer



                                 CERTIFICATIONS

         I, William P. Long, Chief Executive Officer, certify that:

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

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

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

October 18, 2002          By:  /s/ William P. Long
----------------              ---------------------------------------------
         Date                      William P. Long, Chief Executive Officer




         I, Edward H. Dickinson, Chief Financial Officer, certify that:

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

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

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

October 18, 2002         By:   /s/ Edward H. Dickinson
----------------              -------------------------------------------------
          Date                     Edward H. Dickinson, Chief Financial Officer


                                       19
<PAGE>
<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

 Exhibit No.                            Exhibit                            Incorporated by Reference/ Filed Herewith
---------------    ---------------------------------------------------    --------------------------------------------
<S>                <C>                                                    <C>
      3.1          Articles of Continuance                                Incorporated by reference to the Current
                                                                          Report on Form 8-K filed with the SEC on
                                                                          July 18, 2002
     4.1           Bylaw No. 1                                            Incorporated by reference to the Current
                                                                          Report on Form 8-K filed with the SEC on
                                                                          July 18, 2002
     4.2           Form of Investor Warrant issued May 7, 2002            Incorporated by reference to Current
                                                                          Report on Form 8-K filed with the SEC on
                                                                          May 10, 2002
     4.3           Repricing Amendment to Common Share Purchase           Incorporated by reference to the Company's
                   Warrants                                               Quarterly Report on Form 10-Q for the
                                                                          period ended June 30, 2002 filed with the
                                                                          SEC on May 15, 2002
     10.1          Securities Purchase Agreement dated May 7, 2002        Incorporated by reference to Current
                                                                          Report on Form 8-K filed with the SEC on
                                                                          May 10, 2002
     10.2          Registration Rights Agreement dated May 7, 2002        Incorporated by reference to Current
                                                                          Report on Form 8-K filed with the SEC on
                                                                          May 10, 2002
     10.3          Amended and Restated Stock Purchase and                Incorporated by reference to the Company's
                   Subscription Agreement dated April 2002                Quarterly Report on Form 10-Q for the
                                                                          period ended June 30, 2002 filed with the
                                                                          SEC on May 15, 2002
     99.1          Certification of Chief Executive Officer               Filed herewith
     99.2          Certification of Chief Financial Officer               Filed herewith

</TABLE>


                                       20