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

                                    FORM 10-Q

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

[ ]      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.)

                        204 Edison Way Reno, Nevada 89502
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (775) 858-3750


        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 [ ]

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Act).    YES [ ] NO [X]



As of November 12, 2003 the registrant had 40,216,839 Common Shares outstanding.




<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
<CAPTION>

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

                                                         September 30,   December 31,
                                                            2003             2002
                                                         ------------    ------------
                              ASSETS
Current Assets
<S>                                                      <C>             <C>
     Cash and cash equivalents                           $  1,615,692    $    244,681
     Accounts receivable                                       17,056         132,859
     Other current assets                                      65,355          22,598
                                                         ------------    ------------
         Total current assets                               1,698,103         400,138

Property, Plant and Equipment, net                          6,825,311       7,349,818

Patents and Related Expenditures, net                       1,081,989       1,146,249

Other Assets                                                   18,200          18,200
                                                         ------------    ------------

                           Total Assets                  $  9,623,603    $  8,914,405
                                                         ============    ============

               LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
     Trade accounts payable                              $    335,004    $    455,246
     Accrued liabilities                                      124,583         149,257
                                                         ------------    ------------
         Total current liabilities                            459,587         604,503
                                                         ------------    ------------

Note Payable, Long-Term Portion                             2,639,666       3,905,040
                                                         ------------    ------------

Commitments and Contingencies (Notes 1, 3, and 4)

Stockholders' Equity
     Common stock, no par value, unlimited shares
     authorized; 40,159,921 and 30,244,348 shares
     issued and outstanding at September 30, 2003
     and  December 31, 2002                                50,480,880      43,787,850
     Deficit accumulated during the development stage     (43,956,530)    (39,382,988)
                                                         ------------    ------------

                    Total Shareholders' Equity              6,524,350       4,404,862
                                                         ------------    ------------

            Total Liabilities and Shareholders' Equity   $  9,623,603    $  8,914,405
                                                         ============    ============
</TABLE>

                                (See Notes to Financial Statements)


                                       2
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                                 Period
                                                                                                             April 9, 1973
                                                                                                               (date of
                                                     Three Months Ended             Nine Months Ended        inception) to
                                                       September 30,                  September 30,          September 30,
                                                ----------------------------------------------------------
                                                     2003          2002            2003           2002           2003
                                                ---------------------------------------------------------------------------
<S>                                           <C>             <C>             <C>             <C>             <C>
Sales                                         $     17,318    $     45,089    $     42,029    $     98,760    $    338,340

Cost of sales                                       16,706          16,702          32,594          48,028         144,352
                                               ------------    ------------    ------------    ------------    -----------
Gross Margin                                           612          28,387           9,435          50,732         193,988
                                               ------------    ------------    ------------    ------------    -----------
Operating Expenses
     Mineral exploration and development            25,522         132,262          69,403         491,039       6,587,045
     Research and development                      246,585         146,749         661,766         449,398       4,377,862
     Professional services                         111,753         105,574         453,319         561,014       3,729,761
     General and administrative expenses           584,937         648,571       1,741,825       1,894,785      15,949,622
     Depreciation and amortization                 220,259         209,903         657,243         781,304       6,172,365
     Asset impairment                                 --              --              --         2,759,956       2,759,956
                                               ------------    ------------    ------------    ------------    -----------
       Total operating expenses                  1,189,056       1,243,059       3,583,556       6,937,496      39,576,611
                                               ------------    ------------    ------------    ------------    -----------
Loss from Operations                             1,188,444       1,214,672       3,574,121       6,886,764      39,382,623
                                               ------------    ------------    ------------    ------------    -----------
Other (Income) Expense:
     Interest expense                              141,658         316,676         407,950         913,513       4,943,289
     Interest income                                  (631)           (343)         (1,015)         (1,877)       (816,960)
     Loss (gain) on foreign exchange                  --              --              --               390        (557,942)
     Loss on extinguishment of debt                   --              --              --              --           914,667
     Gain on forgiveness of debt                      --              --              --              --          (795,972)
     Loss on redemption of convertible
       debentures                                     --              --              --              --           193,256
                                               ------------    ------------    ------------    ------------    -----------
       Total other expense, net                    141,027         316,333         406,935         912,026       3,880,338
                                               ------------    ------------    ------------    ------------    -----------
Net loss                                         1,329,471       1,531,005       3,981,056       7,798,790      43,262,961
Preferential Warrant Dividend                      416,014          48,666         592,486          48,666         693,569
                                               ------------    ------------    ------------    ------------    -----------
Net Loss Applicable to Shareholders           $  1,745,485    $  1,579,671    $  4,573,542    $  7,847,456    $ 43,956,530
                                               ============   ============    ============    ============    ============

Loss per common share - Basic and diluted     $       0.05    $       0.06    $       0.13    $       0.33    $       4.79
                                               ============   ============    ============    ============    ============

Weighted average shares - Basic and diluted     38,129,702      24,951,065      34,676,028      23,946,170       9,168,215
                                               ============   ============    ============    ============    ============
</TABLE>

                       (See Notes to Financial Statements)

                                       3
<PAGE>
<TABLE>
<CAPTION>

                  ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Expressed in United States Dollars)
                                   (Unaudited)
(Split Table)                                                                               Period
                                                                                        April 9, 1973
                                                               Nine Months Ended           (date of
                                                                 September 30,          inception) to
                                                         ----------------------------   September 30,
                                                             2003            2002           2003
                                                         ------------    ------------    ------------
<S>                                                      <C>             <C>             <C>
Cash flows from exploration activities:
     Net loss                                            $ (3,981,056)   $ (7,798,790)   $(43,262,961)

     Adjustments to reconcile net loss to net cash
       used in exploration activities:
       Depreciation and amortization                          657,243         781,304       6,172,365
       Shares issued for services                              89,298          25,000         392,724
       Shares issued for interest                             133,315         234,950       1,249,350
       Issuance of stock options to non-employees              30,256         167,393       3,061,397
       Issuance of stock options to employees                  33,600            --           111,820
       Issuance of stock warrants                              37,065         108,556         961,926
       Amortization of discount on note payable               134,626         347,554         934,315
       Amortization of debt issuance costs                       --           257,453         504,567
       Asset impairment                                          --         2,759,956       2,759,956
       Loss on extinguishment of debt                            --              --           914,667
       Loss on redemption of convertible debentures              --              --           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):
       Accounts receivable                                    115,803         (37,792)        (17,056)
       Other current assets                                   (42,757)          4,612       1,669,243
       Other assets                                              --            71,558        (170,720)
       Trade accounts payable                                (120,242)        310,036         220,505
       Accrued liabilities                                    (24,674)        (11,736)        (30,132)
       Deferred revenue                                          --           (40,972)           --
                                                         ------------    ------------    ------------

Net cash used in exploration activities                    (2,937,523)     (2,820,918)    (25,172,142)
                                                         ------------    ------------    ------------

Cash flows from investing activities:
     Asset acquisition                                           --              --        (9,625,154)
     Purchase of property and equipment                       (68,476)     (2,420,463)     (3,729,901)
     Purchase of patents and related expenditures                --              --        (1,882,187)
                                                         ------------    ------------    ------------

Net cash used in investing activities                         (68,476)     (2,420,463)    (15,237,242)
                                                         ------------    ------------    ------------
</TABLE>

                                                                     (continued)




                                       4
<PAGE>

<TABLE>
<CAPTION>

                            ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                                    (An Exploration Stage Company)
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Expressed in United States Dollars)
                                             (Unaudited)
(Continued)
                                                                                     Period
                                                                                  April 9, 1973
                                                        Nine Months Ended           (date of
                                                          September 30,           inception) to
                                                  ----------------------------    September 30,
                                                      2003             2002           2003
                                                  ------------    ------------    ------------
<S>                                               <C>             <C>             <C>
Cash flows from financing activities:
   Issuance of common shares for cash, net of
     issuance costs                               $  4,324,898    $  2,285,123    $ 25,833,679
   Collection of stock subscription receivable            --              --           561,300
   Issuance of shares under Employee Stock
     Purchase Plan                                     442,230          74,033         534,413
   Issuance of convertible debenture                      --              --         5,000,000
   Proceeds from exercise of stock options              98,000            --         2,806,491
   Proceeds from exercise of warrants                  631,882         300,477       5,549,687
   Issuance of related party notes                        --             6,243         174,243
   Issuance of notes payable                              --         2,433,237      19,130,540
   Payment of notes payable                         (1,120,000)           --       (14,663,579)
   Payment of related party notes                         --          (149,243)       (174,243)
   Payment on capital lease                               --            (2,312)        (27,075)
   Purchase of call options                               --              --          (449,442)
   Redemption of convertible debentures                   --              --        (2,250,938)
                                                  ------------    ------------    ------------

Net cash provided by financing activities            4,377,010       4,947,558      42,025,076
                                                  ------------    ------------    ------------

Net increase (decrease) in cash and equivalents      1,371,011        (293,823)      1,615,692

Cash and cash equivalents, beginning of period         244,681         599,884          None
                                                  ------------    ------------    ------------

Cash and cash equivalents, end of period          $  1,615,692    $    306,061    $  1,615,692
                                                  ============    ============    ============

Supplemental disclosures:
Cash paid for interest                            $ 84,009              None
                                                  ============    ============


Cash paid for income taxes                              None            None
                                                  ============   ==============

</TABLE>
                                                           (continued)



                                       5
<PAGE>



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


Supplemental schedule of non-cash investing and financing activities:

For the nine months ended September 30, 2003:

   - We issued  695,052 common shares to Doral 18, LLC in payment of $280,000 of
principal on our note payable. The conversion of the note resulted in additional
interest expense of $133,315.
   - On or about June 2, 2003, we repriced warrants, held by a shareholder,  for
796,331 common shares.  The repriced  warrants have an incremental fair value of
$176,472 and have been accounted for as a preferential warrant dividend.
   - In September  2003, we entered an agreement with a shareholder  wherein the
shareholder  agreed to exercise  631,882  warrants that had an exercise price of
$1.00 each. In return, we issued the shareholder  631,882 new warrants having an
exercise price of $1.75 each. The new warrants have a fair value of $416,014 and
have been accounted for as a preferential warrant dividend.

For the nine months ended September 30, 2002:

   - We issued 50,000 common shares in payment of financing fees associated with
the Doral 18, LLC 2001 Note. The common shares had a fair value of $76,000 which
was recorded as debt issue cost on the balance sheet.
   - We entered into a note  payable with BHP with a face amount of  $3,000,000.
There is no interest  due on the note for the first 36 months.  As a result,  we
imputed  the  interest  and  reduced  the face  amount  of the note  payable  by
$566,763. The imputed interest expense for the period was $24,786.

                                                                   (concluded)
                       (See Notes to Financial Statements)


                                       6
<PAGE>

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

Note 1.  Basis of Preparation of Financial Statements

         These unaudited interim financial statements of Altair Nanotechnologies
Inc. and its subsidiaries  (collectively,  "Altair", "we" or the "Company") have
been prepared in accordance  with the rules and regulations of the United States
Securities  and  Exchange   Commission  (the   "Commission").   Such  rules  and
regulations allow the omission of certain  information and footnote  disclosures
normally included in financial statements prepared in accordance with accounting
principles  generally  accepted in the United States,  so long as the statements
are not  misleading.  In the  opinion of  Company  management,  these  financial
statements and  accompanying  notes contain all adjustments  (consisting of only
normal recurring adjustments) necessary to present fairly the financial position
and  results of  operations  for the  periods  shown.  These  interim  financial
statements should be read in conjunction with the audited  financial  statements
and notes thereto contained in our Annual Report on Form 10-K for the year ended
December 31, 2002, as filed with the Commission on March 17, 2003.

         At September 30, 2003, we had cash and cash  equivalents of $1,615,692,
which is sufficient to fund our basic  operations  through February 29, 2004. In
order to conserve  cash,  we have  reduced our cash  expenditures  to the extent
possible without significantly affecting our development efforts with respect to
the titanium processing  technology.  We will require additional financing early
in 2004 in order to provide working capital to fund our day-to-day operations.

         Our projected near-term sales of nanoparticle products are minimal and
revenues to  potentially  be derived from  licensing of the titanium  processing
technology  and  pharmaceutical  and other  applications  of the  technology are
uncertain. As a result, we expect to generate operating funds through additional
private placements of our common stock and warrants to purchase our common stock
or  other  debt or  equity  securities.  As of  November  12,  2003,  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 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 and  commercializing  our titanium  processing  technology for use in
production of nanoparticle and other products,  and for licensing to others. The
recoverability of amounts  capitalized as property and equipment and patents and
related  expenditures is dependent upon our ability to successfully  develop and
commercialize this technology.

        The results of operations  for the three- and  nine-month  periods ended
September 30, 2003 are not necessarily  indicative of the results to be expected
for the full year.

                                       7
<PAGE>

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

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.

        Long-Lived  Assets - We evaluate the carrying value of long-term assets,
including  intangibles,  when events or circumstance indicate the existence of a
possible impairment,  based on projected  undiscounted cash flows, and recognize
impairment  when  such  cash  flows  will  be less  than  the  carrying  values.
Measurement of the amounts of impairments,  if any, is based upon the difference
between  carrying  value and fair  value.  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.  Management  believes the net carrying amount of
long-lived   assets  will  be  recovered  by  future  cash  flows  generated  by
commercialization of the titanium processing technology.

        Deferred  Income  Taxes - We use the asset and  liability  approach  for
financial  accounting and reporting for income taxes.  Deferred income taxes are
provided for temporary  differences  in the bases of assets and  liabilities  as
reported  for  financial  statement  purposes and income tax  purposes.  We have
recorded a valuation allowance against all net deferred tax assets.

        Recent  Accounting  Pronouncements  - In  June  2001,  the  FASB  issued
Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset
Retirement  Obligations,  which  requires  asset  retirement  obligations  to be
recognized when they are incurred and displayed as liabilities.  SFAS No. 143 is
effective  for the year ending  December  31,  2003.  We adopted SFAS No. 143 on
January 1, 2003. The impact was not  significant on our  consolidated  financial
statements.

        In  December  2002,  the  FASB  issued  SFAS  No.  148,  Accounting  for
Stock-Based Compensation-Transition and Disclosure. SFAS No. 148 amends SFAS No.
123, Accounting for Stock-Based Compensation,  to provide alternative methods of
transition  to SFAS No. 123's fair value method of  accounting  for  stock-based
employee  compensation.  SFAS No. 148 also amends the  disclosure  provisions of
SFAS No. 123 and  Accounting  Principles  Board (APB)  Opinion  No. 28,  Interim
Financial  Reporting,  to  require  disclosure  in the  summary  of  significant
accounting policies of the effects of an entity's accounting policy with respect
to  stock-based  employee  compensation  on reported net income and earnings per
share in annual and interim  financial  statements.  We adopted  this  statement
effective January 1, 2003 but have elected,  as permitted under SFAS No. 123, to
continue to follow the accounting  provisions of APB Opinion No. 25,  Accounting
for Stock Issued to Employees, and to furnish the pro forma disclosures required
under SFAS No. 148.

        On April 30, 2003, the FASB issued SFAS No. 149,  Amendment of Statement
133 on Derivative  Instruments and Hedging  Activities.  SFAS No. 149 amends and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133. The new guidance  amends SFAS No. 133 for decisions made as part of the
Derivatives  Implementation  Group  ("DIG")  process that  effectively  required


                                       8
<PAGE>

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

amendments  to SFAS No. 133, and decisions  made in  connection  with other FASB
projects   dealing  with   financial   instruments   and  in   connection   with
implementation issues raised in relation to the application of the definition of
a  derivative  and  characteristics  of a derivative  that  contains a financing
component that warrants special  reporting in the statement of cash flows.  SFAS
No. 149 is effective for contracts  entered into or modified after June 30, 2003
and for hedging relationships  designated after June 30, 2003. We do not believe
that the  adoption  of SFAS No.  149 will  have an  impact  on the  consolidated
financial statements.

        SFAS  No.  150,  Accounting  for  Certain  Financial   Instruments  with
Characteristics  of both Liability and Equity,  was issued in May 2003. SFAS No.
150  establishes  standards for how an issuer  classifies  and measures  certain
financial  instruments with  characteristics of both liability and equity in its
statement of financial  position.  SFAS No. 150 is effective for the Company for
new or modified financial  instruments  beginning June 1, 2003, and for existing
instruments  beginning  August 1,  2003.  The  adoption  of SFAS No.  150 is not
expected to have a material impact on the consolidated financial statements.

        Stock-Based  Compensation  - We have  elected to follow  the  accounting
provisions  of APB  Opinion  No. 25 and to  furnish  the pro  forma  disclosures
required  under SFAS No.  123. To estimate  compensation  expense  that would be
recognized  under  SFAS 123,  we have  used the  modified  Black-Scholes  option
pricing  model.  If we had accounted for our stock options using the  accounting
method  prescribed  by SFAS  123,  our net loss and loss per  share  would be as
follows:
<TABLE>
<CAPTION>

                                                      Three Months Ended        Nine Months Ended
                                                         September 30,            September 30,
                                                   -----------------------   -----------------------
                                                      2003          2002        2003         2002
                                                   -----------------------   -----------------------
<S>                                                <C>          <C>          <C>          <C>
Net loss applicable to shareholders (basic and
   diluted) as reported                            $1,745,485   $1,579,671   $4,573,542   $7,847,456
Deduct: stock-based employee compensation
   expense included in reported net loss, net of
    related tax effects                                33,600         --         33,600         --
Add: total stock-based employee compensation
   expense determined under fair value based
   method for all awards, net of related tax
   effects                                            184,951       33,138      262,948      175,801
                                                   ----------   ----------   ----------   ----------

Pro forma net loss applicable to shareholders      $1,964,036   $1,612,809   $4,870,090   $8,023,257
                                                   ==========   ==========   ==========   ==========

Loss per common share (basic and diluted):
   As reported                                     $     0.05   $     0.06   $     0.13   $     0.33
                                                   ==========   ==========   ==========   ==========
   Pro forma                                       $     0.05   $     0.06   $     0.14   $     0.34
                                                   ==========   ==========   ==========   ==========
</TABLE>


                                       9
<PAGE>

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


Note 3.  Common Stock

        Common stock  transactions  during the nine months ended  September  30,
2003 were as follows:
<TABLE>
<CAPTION>

                                                                        Common Stock
                                                              ---------------------------------
                                                                                   Stated
                                                                   Shares          Amount
                                                              ---------------------------------
<S>                                                                 <C>            <C>
         Balance, December 31, 2002                                 30,244,348     $43,787,850
         Shares issued for cash                                      7,196,783       4,324,898
         Stock options issued to employees                                   -          33,600
         Stock options issued to non-employees                               -          30,256
         Shares issued for services                                    213,102          89,298
         Stock warrants issued                                               -          37,065
         Shares issued under Employee Stock Purchase Plan              761,585         442,230
         Shares issued for settlement of debt                          695,052         280,000
         Shares issued for interest                                    277,169         133,315
         Exercise of stock options                                     140,000          98,000
         Exercise of warrants                                          631,882         631,882
         Preferential warrant dividend                                       -         592,486
                                                              ---------------------------------
         Balance, September 30, 2003                                40,159,921     $50,480,880
                                                              =================================
</TABLE>


        During the nine months ended September 30, 2003,  shares issued for cash
consisted  of the  following  transactions:

         o    On March 31, 2003, we issued 1,750,000 common shares and 1,750,000
              warrants in a private placement for cash proceeds of $595,000. The
              warrants  have an exercise  price of $1.00 per share and expire in
              March 2008.
         o    From April 17 to May 14, 2003, we issued  1,396,898  common shares
              and 698,450  warrants in a public  offering  for cash  proceeds of
              $472,103.  The warrants have an exercise  price of $1.00 per share
              and expire in April and May 2008.
         o    On May 20 and May 22, 2003, we issued  2,015,504 common shares and
              1,007,753  warrants  in private  placements  for cash  proceeds of
              $1,300,000. The warrants have an exercise price of $1.35 per share
              and expire in May 2008.
         o    On July 31,  2003,  we issued  891,524  common  shares and 445,762
              warrants in private placements for cash proceeds of $757,795.  The
              warrants  have an exercise  price of $1.75 per share and expire in
              July 2008.
         o    On  September  30, 2003,  we issued  1,142,857  common  shares and
              571,429  warrants  in  private  placements  for cash  proceeds  of
              $1,200,000. The warrants have an exercise price of $2.00 per share
              and expire in September 2008.

                                       10
<PAGE>

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

        During the nine months  ended  September  30,  2003,  we issued  213,102
common  shares  and  51,551  warrants  with a value of  $89,298  in  return  for
consulting and investor relations services.  The warrants have an exercise price
of $1.00 per share and expire in May 2008.

        Altair has adopted an Employee Stock Purchase Plan ("ESPP") which allows
employees to purchase common shares through payroll deductions.  During the nine
months ended  September  30, 2003, a total of 761,585  common shares were issued
under the ESPP at prices ranging from $0.33 to $1.39 per share.

        In  accordance  with the  terms of our note  payable  to Doral  18,  LLC
("Doral"),  a conversion right with respect to $280,000 of principal  accrued on
March 1, 2003.  Effective that date,  Doral had the right to convert all or some
of the accrued  principal  into the  Company's  common shares using a conversion
price equal to 70% of the  average  closing  price of our common  shares for the
five  trading  days  prior to March 1, 2003.  Between  March 5, 2003 and July 1,
2003,  Doral elected to exercise their conversion right with respect to $280,000
of principal and, as a result,  we issued to them 972,221 common shares. Of this
amount,  695,052  common  shares  with a fair  value of  $280,000  relate to the
payment of principal  against the note. The remaining 277,169 common shares with
a fair value of $133,315  represent  additional shares issued in accordance with
the beneficial  conversion  feature of the note, and were recorded as additional
interest expense.

        During the nine months  ended  September  30,  2003,  a total of 140,000
stock options were exercised at $.70 each for net proceeds of $98,000.

        On June 2, 2003,  we reduced the exercise  price of 796,331  outstanding
warrants held by a shareholder  to $1.00 per share.  As a result,  we recorded a
preferential warrant dividend of $176,472 as of the repricing date. The warrants
had been previously issued with exercise prices ranging from $2.50 to $3.50.

        On September  12, 2003, a total of 631,882  warrants  were  exercised at
their  stated  exercise  price of  $1.00  each,  resulting  in net  proceeds  of
$631,882.  On that same date, a total of 631,882 additional warrants were issued
with an exercise  price of $1.75.  The  warrants had a fair value of $416,014 on
the date of issue. This amount was recorded as a preferential warrant dividend.

Note 4.  Notes Payable

        Notes  payable  consisted of the  following  at  September  30, 2003 and
December 31, 2002:

                                         September 30, 2003    December 31, 2002
                                         ------------------    -----------------

Note payable to BHP Minerals
   International, Inc.                      $2,639,666            $2,505,040
Note payable to Doral 18, LLC                     --               1,400,000
Less current portion                              --                    --
                                            ----------            ----------
Long-term portion of notes payable          $2,639,666            $3,905,040
                                            ==========            ==========


                                       11
<PAGE>

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

Note 5.  Intangible Assets

        Our  intangible  assets  consist of  patents  and  related  expenditures
associated with the titanium processing technology.  In accordance with SFAS No.
142, we are  amortizing  these assets over their  useful  lives.  The  amortized
intangible asset balance as of September 30, 2003 was:



                                      Gross                             Net
                                     Carrying       Accumulated       Carrying
                                      Amount       Amortization        Amount
                                  --------------- ---------------- -------------
         Patents and related
            expenditures           $ 1,517,736     $    (435,747)  $ 1,081,989



        The  weighted  average  amortization  period  for  intangible  assets is
approximately 16.5 years.  Amortization  expense was $64,260 for the nine months
ended September 30, 2003,  which  represented the  amortization  relating to the
identified  intangible assets still required to be amortized under SFAS No. 142.
For each of the next five years,  amortization  expense  relating to intangibles
will be  $85,680  per  year.  Management  believes  the net  carrying  amount of
intangible   assets  will  be  recovered  by  future  cash  flows  generated  by
commercialization of the titanium processing technology.


                                       12
<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, 2002 and  September 30, 2003 and the
material  changes in our results of operations and financial  condition  between
the three- and  nine-month  periods  ended  September 30, 2002 and September 30,
2003. This discussion should be read in conjunction with Management's Discussion
and Analysis of Financial  Condition and Results of  Operations  included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002.

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.

        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 8,700 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 initiated  additional  feasibility
testing,  but have since  suspended  such  testing  due to a shortage of working
capital.

        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.

        The  titanium  processing  technology  has  potential  to  produce  both
titanium  pigments,  which are commercially  traded in bulk, and  nanoparticles,
which are sold on specialty product markets. The titanium processing  technology
is also being tested,  as part of a research program funded by the Department of
Defense,  in the production of feedstocks for the manufacture of titanium metal.
In addition, we have developed a technology that has a potential  pharmaceutical
application,  the production of a new active  pharmaceutical  ingredient that we
call  RenaZorb(TM),  for the  treatment  of  hyperphosphatemia  (elevated  serum
phosphate  levels)  in  patients  undergoing  kidney  dialysis.   Our  research,
development  and  marketing  efforts are  currently  directed  toward these four
applications of our proprietary technology.


Liquidity and Capital Resources

         We generated $42,029 of sales revenues in the first nine months of 2003
but incurred a net loss of $3,981,056.  At September 30, 2003,  our  accumulated
deficit  was  $43,956,530,  or an increase of  $4,573,542  over the  accumulated
deficit at December  31,  2002.  This  increase  was due to the net loss for the
period plus a preferential warrant dividend of $592,486.

                                       13
<PAGE>

         Our cash and short-term investments increased from $244,681 at December
31, 2002 to  $1,615,692  at September  30, 2003 due to the receipt of $4,324,898
from the sale of  common  shares  and  warrants,  receipt  of  $98,000  from the
exercise of stock  options,  receipt of $631,882  from the exercise of warrants,
and the collection of $130,000 of accounts  receivable that were  outstanding at
December 31, 2002.  These increases in cash were partially offset by normal cash
operating  expenditures  and the payment of $1,120,000 of principal  against the
Doral 18, LLC note,  which paid the note in full and released the assets pledged
as security.

         Altair has adopted an Employee Stock Purchase Plan ("ESPP") that allows
employees to purchase common shares through payroll deductions.  During the nine
months ended  September  30, 2003, a total of 761,585  common shares were issued
under the ESPP, resulting in proceeds of $442,230.

         Current and Expected Liquidity.  At September 30, 2003, we had cash and
cash  equivalents of $1,615,692,  an amount that would be sufficient to fund our
basic  operations  through  February 29, 2004.  After that date, we will require
additional   financing  to  provide  working  capital  to  fund  our  day-to-day
operations.   We  will  also  require  additional   financing  to  continue  our
development work on the titanium processing technology and the Tennessee mineral
property.

         Through  the end of  fiscal  2004,  we expect to  generate  funds  from
offerings of our common stock and  warrants to purchase  our common  stock,  and
additional  exercises  of  outstanding  warrants.  We also  expect  to  generate
revenues from sales of nanoparticle  products,  fees generated from  development
and testing services provided to potential  licensors of our titanium processing
technology and  government  grant  programs for  development  of  nanotechnology
applications.  As of November 12, 2003, we have no commitments from investors or
customers to provide  additional  financing for periods after  November 2003, to
purchase  titanium dioxide  nanoparticles or to license our titanium  processing
technology.

         We  also  expect  to  generate   revenues  by  licensing  our  titanium
processing  technology,  the Altair Hydrochloride  Pigment Process (the "AHPP"),
specifically the application of our technology for large-scale  titanium pigment
production.   This   process  may  also  be   licensed  to  produce   customized
nanomaterials or to produce feedstock oxides for titanium metal production.

         We have submitted  proposals to five international  minerals and energy
resources  companies  to  develop  and  license  the  AHPP  technology.  We have
completed  initial  testing  for the first  company  and  submitted  a phase-two
proposal for the economic evaluation of a demonstration titanium dioxide pigment
plant that could be expanded to a full-scale plant with production  capabilities
of between  10,000-20,000  metric  tons of  titanium  dioxide  pigment per year.
Altair has been informed that this proposal is under  consideration  and subject
to due diligence evaluation. If the phase-two proposal is accepted in some form,
we would  expect to generate  limited  revenues in exchange  for the testing and
development  work  associated  with the evaluation of a  demonstration  titanium
dioxide plant. A licensing agreement associated with a full-scale plant would be
expected to generate  significant  revenues in the  long-term,  but  significant
up-front revenues from such an agreement are unlikely.

         We  have  submitted  phased  development  proposals  for  the  economic
evaluation and  demonstration  of the AHPP technology to the other four minerals
and energy  resources  companies  during the first three quarters of 2003. It is
anticipated  that a license from one or more of these  proposals will be awarded
in the fourth  quarter 2003. A license  agreement for regional  exclusive use of
the pigment  technology  would include  development  fees and royalties,  but no
significant up-front payments.  Significant revenues from royalties could result
from the development of a full-scale production plant.

                                       14
<PAGE>

         With respect to RenaZorb(TM), testing of this product using animals was
initiated in late 2002 and completed in April 2003, with test results indicating
that RenaZorb(TM) has therapeutic potential in animal testing. In April 2003, we
hired a consultant to contact pharmaceutical companies that may be interested in
doing further testing and negotiating a license agreement. To date, several such
companies  have  expressed an interest in  RenaZorb(TM).  We do not expect to be
able to enter into a license  agreement  for  RenaZorb(TM)  unless and until our
competitor,  Shire  Pharmaceuticals  Group plc,  obtains  FDA  approval  for its
proposed  drug  Fosrenol(TM),  which  is  chemically  similar  to  RenaZorb(TM).
Although  we are  hopeful  that the FDA will  approve  Fosrenol(TM)  in the near
future,  we cannot  predict when, or if, the FDA will approve  Fosrenol(TM).  If
Altair  is able to enter  into a  license  agreement  for  RenaZorb(TM),  we are
uncertain  what the terms of a  RenaZorb(TM)  license  agreement  would be,  but
pharmaceutical  license agreements often involve up front or staged payments, in
addition to royalties once the drug is approved by the FDA and marketed.  We can
provide no  assurance  that we will enter into such a license  agreement or that
such license agreement would involve any significant up-front payments.

         We also expect to generate  revenues through  participation in research
projects  funded by United  States  government  grants.  In September  2003,  we
entered into an agreement with Western  Michigan  University  ("WMU") to provide
research  services  involving a  technology  used in the  detection of chemical,
biological and radiological  agents.  The  teaming/research  agreement with WMU,
funded by the  Department  of Energy,  provides for total  payments to Altair of
$356,500 over a two-year period.  We are also actively pursuing other government
grants through joint teaming agreements and government Small Business Innovative
Research proposals.

         In July 2003 we entered into a memorandum of  understanding  (the"MOU")
with Titanium Metals  Corporation  ("TIMET") to provide custom oxide  feedstocks
for a novel, four-year, titanium metal research program funded by the Department
of Defense, Defense Advanced Research Projects Agency ("DARPA"). The MOU sets up
a  relationship  under  which TIMET and Altair will  explore  opportunities  for
collaboration and funding of development  work.  Although this effort may result
in Altair gaining a sub-contract to DARPA and full-member  participation in this
project,  the work  done  under  the MOU  itself  is not  expected  to  generate
significant revenues.  The program's goal is to lower the cost of titanium metal
and titanium metal alloys to enable a broader market use. DARPA is  specifically
interested  in  lowering  the cost to  provide  for a  broader  use in  military
applications such as aerospace and weapons systems.

         Capital Commitments. On September 15, 2003, we repaid the outstanding
balance of our note payable to Doral of $560,000,  thereby  releasing all of the
intellectual  property,  fixed assets and common stock of Altair  Nanomaterials,
Inc. that were pledged as security for the note. The following  table  discloses
aggregate information about our contractual obligations including notes payable,
mineral lease payments and contractual  service  agreements,  and the periods in
which payments are due as of September 30, 2003:
<TABLE>
<CAPTION>

                                                Less Than                                After
Contractual Obligations             Total        1 Year     1-3 Years     4-5 Years     5 Years
------------------------------   ----------    ----------   ----------   ----------   ----------
<S>                              <C>           <C>          <C>          <C>          <C>
Notes Payable                    $3,000,000*   $     --     $  600,000   $1,200,000   $1,200,000
Mineral Leases                    1,011,409       165,237      339,510      308,682      197,980
Contractual Service Agreements      542,658       413,491      100,000       29,167         --
                                 ----------    ----------   ----------   ----------   ----------
Total Contractual Obligations    $4,554,067    $  578,728   $1,039,510   $1,537,849   $1,397,980
                                 ==========    ==========   ==========   ==========   ==========
</TABLE>
* Before discount of $360,334.


                                       15
<PAGE>

Critical Accounting Policies and Estimates

         Management   based  this  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.

         o    Long-lived  assets.  Our long-lived assets consist  principally of
              titanium processing assets, the intellectual property (patents and
              patent  applications)  associated  with  it,  and a  building.  At
              September  30,  2003,  the  carrying  value  of these  assets  was
              $7,859,585, or 82% 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
              the absence of continuing technology rights protection.

         o    Stock-Based  Compensation.  We have two stock  option  plans which
              provide for the issuance of stock options to employees and service
              providers.  Although Statement of Financial  Accounting  Standards
              ("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  Accounting  Principles  Board  ("APB")
              Opinion No. 25, Accounting for Stock Issued to Employees.  We have
              elected to follow the accounting  provisions of APB Opinion No. 25
              and to furnish the pro forma  disclosures  required under SFAS No.
              123, but we also issue warrants and options to non-employees  that
              are  recognized  as expense  when  issued in  accordance  with the
              provisions  of SFAS No. 123.  We  calculate  compensation  expense
              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.

                                       16
<PAGE>

Results of Operations

Three Months Ended  September 30, 2003 Compared to Three Months Ended  September
30, 2002

         The net loss applicable to shareholders for the quarter ended September
30,  2003,  which  was the  third  quarter  of our  2003  fiscal  year,  totaled
$1,745,485 ($.05 per share) compared to $1,579,671 ($.06 per share) in the third
quarter of 2002. The principal  factors  contributing to the losses during these
periods were the lack of  substantial  revenue  combined with the  incurrence of
operating expenses.

         In the third quarter of 2003, we generated  sales  revenues of $17,318,
of which $811 came from sales of titanium dioxide nanoparticles and $16,507 came
from contract  research work done under the WMU agreement.  In the third quarter
of 2002, we generated sales revenues of $45,089, which consisted of $10,739 from
sales of titanium  dioxide  nanoparticles  and lithium  titanate  nanoparticles,
$18,000 from a consulting  project  involving use of the jig to recover titanium
dioxide  from  pigment  processing  waste and $16,350  from fees earned  under a
services agreement entered into with a materials company in September 2002.

         Gross  margin as a percentage  of sales was 4% in the third  quarter of
2003 versus 63% in the comparable  period of 2002. As mentioned in the preceding
paragraph,  revenues in the third quarter of 2003 included $16,507 (95% of total
revenues)  earned for research work done under the WMU  agreement.  This work is
being billed at cost with no contribution to margin. However, under the terms of
the WMU agreement, we will participate in the ownership of intellectual property
rights resulting from the research.

         We have significantly  reduced our expenditures for mineral exploration
and  development  in  order to  conserve  cash for  operating  requirements  and
development  of  the  titanium  processing  technology.  In  addition,   certain
employees who were  previously  involved in mineral  exploration and development
have been  reassigned  to research  and  development  work,  primarily  titanium
pigment process  development.  Accordingly,  mineral exploration and development
expenses  decreased by $106,740  from  $132,262 in the third  quarter of 2002 to
$25,522 in the third quarter of 2003.

         Our research and  development  ("R&D")  efforts in the third quarter of
2003 were directed  principally to  pharmaceuticals,  titanium  pigment  process
development and nanoparticle  products.  R&D expenses  increased by $99,836 from
$146,749  in the third  quarter of 2002 to  $246,585 in the same period of 2003,
principally  as a result of  increased  staff  time  being  devoted to these R&D
projects  with a  resulting  decrease in time spent on mineral  exploration  and
development  activities.  We expect our R&D expenses for the remainder of fiscal
2003 to remain at levels higher than those of fiscal 2002.

         Professional services,  which consist principally of legal,  consulting
and audit  expenses,  increased by $6,179 from $105,574 during the third quarter
of 2002 to $111,753 in the third quarter of 2003.  The increase is  attributable
to legal  expenses  for patent  work  associated  with the  titanium  processing
technology.

         General and administrative  expenses decreased by $63,634 from $648,571
in third  quarter of 2002 to $584,937 in the same period of 2003.  Stock options
and warrants expense  decreased by $116,000,  from $149,000 in the third quarter
of 2002 to $33,000 in the third  quarter of 2003,  as a result of a decrease  in
the number of stock options  granted.  Sample costs decreased by $38,000 as more
effort was placed into  development  projects and less into sample  preparation.
Technical  operating costs such as laboratory supplies and small tools decreased
by $8,000 as a result of our efforts to reduce expenditures.  Rents decreased by
$34,000, from $35,000 in the third quarter of 2002 to $1,000 in the third


                                       17
<PAGE>

quarter of 2003,  due to our  purchase,  in August  2002,  of the 204 Edison Way
building that was  previously  leased.  However,  this decrease was offset by an
increase  in  property  taxes,  utilities  and  maintenance  for the  Edison Way
building of $40,000,  from $3,000 in the third quarter of 2002 to $43,000 in the
third quarter of 2003. Salaries and payroll overheads increased by $63,000, from
$207,000 in the third  quarter of 2002 to $270,000 in the third quarter of 2003,
as a result of increased employee insurance costs,  expenses associated with the
employee  stock  purchase  plan  and a shift  in  executive  time  from  mineral
exploration and development to general and administrative.  In addition, general
insurance  expense  increased  by  $9,000  and  equipment   maintenance  expense
increased by $11,000.

         Depreciation  and  amortization  expense  increased  by  $10,356,  from
$209,903 in the third  quarter of 2002 to $220,259 in the third quarter of 2003.
The increase is attributable to depreciation on the Edison Way building acquired
in August 2002 and equipment additions.

         Interest  expense  decreased  by $175,018,  from  $316,676 in the third
quarter of 2002 to $141,658 in the third quarter of 2003. The decrease is due to
the payoff of our note payable to Doral 18, LLC (the "Doral  Note") in September
2003,  and the effect of an amendment of the Doral Note in November  2002 which,
among other  things,  reduced the balance from  $2,000,000  to  $1,400,000.  The
accounting   guidance  provided  by  EITF  96-19,   Debtor's  Accounting  for  a
Modification or Exchange of Debt Instruments,  required that the amended note be
recorded at its face amount  with no  discount,  whereas the prior note had been
recorded at a discount with subsequent  amortization of the discount to interest
expense.  This  elimination  of the debt  discount  expense  contributed  to the
decrease in interest expense from third quarter 2002 to third quarter 2003.

         In September  2003,  we entered into an  agreement  with a  shareholder
wherein the shareholder agreed to exercise 631,882 warrants that had an exercise
price of $1.00  each.  In  return,  we issued  to the  shareholder  631,882  new
warrants  having an exercise  price of $1.75 each.  The new warrants have a fair
value of $416,014 and were recorded as a preferential warrant dividend.

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30,
2002
--------------------------------------------------------------------------------
        For the nine months ended September 30, 2003, the net loss applicable to
shareholders  was $4,573,542  ($.13 per share) compared to $7,847,456  ($.33 per
share) for the same period of 2002.  Results for the nine months ended September
30,  2002 were  significantly  affected  by an asset  impairment  of  $2,759,956
recorded in June 2002.

        During the nine months ended September 30, 2003,  sales revenues totaled
$42,029.   Of  this  amount,   $6,826  came  from  sales  of  titanium   dioxide
nanoparticles,  $18,696 came from fees earned under a services agreement entered
into with a materials  company in September  2002 and $16,507 came from contract
research work done under the WMU agreement.  In the nine months ended  September
30, 2002, we generated  revenues of $98,760.  Of that amount,  $64,410 came from
sales of titanium  dioxide  nanoparticles,  lithium titanate  nanoparticles  and
related  products.  An  additional  $18,000  of  revenues  were  earned  from  a
consulting  project  involving use of the jig to recover  titanium  dioxide from
pigment  processing  waste.  The  remaining  $16,350 of revenues  came from fees
earned under the services agreement with the materials company.

        As explained above, we have  significantly  reduced our expenditures for
mineral  exploration and development  and have reassigned  certain  employees to
research and  development  work. As a result of this,  mineral  exploration  and
development  expenses for the nine months ended  September 30, 2003 decreased by
$421,636 to $69,403 from $491,039 for the same period in 2002. In turn, research
and development  expenses increased by $212,368 from $449,398 in the nine months
ended September 30, 2002 to $661,766 in the same period of 2003.

                                       18
<PAGE>

        Professional  services  decreased by $107,695  from $561,014 in the nine
months  ended  September  30,  2002 to  $453,319  in the  same  period  of 2003.
Consulting  expenses,  which were  incurred  primarily for  assistance  with new
financing,  decreased from $269,408 in the nine months ended  September 30, 2002
to $118,934 during the same period in 2003.  This decrease was partially  offset
by an increase in legal  expenses for  preparation  of financing  documents  and
regulatory filings, and additional patent work.

        General  and   administrative   expenses   decreased  by  $152,960  from
$1,894,785  during the nine months ended September 30, 2002 to $1,741,825 in the
same period of 2003.  Stock options and warrants  expense  decreased by $92,000,
from $149,000 in the nine months ended September 30, 2002 to $57,000 in the same
period  for  2003,  as a result of a  decrease  in the  number of stock  options
granted.  Sample  costs  decreased  by $71,000,  from $96,000 in the nine months
ended  September 30, 2002 to $25,000 in the same period for 2003, as more effort
was placed into development projects and less into sample preparation. Technical
operating  costs  such as  laboratory  supplies  and small  tools  decreased  by
$104,000,  from $219,000 in the nine months ended September 30, 2002 to $115,000
in the same period for 2003, as a result of our efforts to reduce  expenditures.
General office expenses  decreased by $28,000,  from $194,000 in the nine months
ended  September  30, 2002 to  $166,000  in the same period for 2003,  also as a
result of our efforts to reduce expenditures.  Shareholder  information expenses
decreased by $30,000,  from $95,000 in the nine months ended  September 30, 2002
to $65,000 in the same  period for 2003,  as the result of efforts to reduce the
costs of annual report preparation and the dissemination of news releases. Stock
exchange  fees  decreased  by $35,000,  from  $51,000 in the nine  months  ended
September 30, 2002 to $16,000 in the same period for 2003,  principally due to a
billing error by Nasdaq that resulted in an  over-billing  in the second quarter
of 2002. This error was corrected in the fourth quarter of 2002. Rents decreased
by $165,000, from $172,000 in the nine months ended September 30, 2002 to $7,000
in the same period for 2003,  due to our  purchase,  in August 2002,  of the 204
Edison Way building  that was  previously  leased.  However,  this  decrease was
partially offset by an increase in property taxes, utilities and maintenance for
the Edison Way  building  of  $139,000,  from  $9,000 in the nine  months  ended
September 30, 2002 to $148,000 in the same period for 2003. Salaries and payroll
overheads  increased  by  $136,000,  from  $678,000  in the  nine  months  ended
September  30,  2002 to  $814,000  in the same  period for 2003,  as a result of
increased employee insurance costs,  expenses associated with the employee stock
purchase  plan  and a shift in  executive  time  from  mineral  exploration  and
development to general and administrative.  Investor relations expense increased
by $74,000, from $70,000 in the nine months ended September 30, 2002 to $144,000
in the same  period for 2003,  as a result of new  investor  relations  programs
initiated during the first nine months of 2003. In addition,  general  insurance
expense  increased by $14,000 and  equipment  maintenance  expense  increased by
$10,000.

        Depreciation  and  amortization  expense  decreased  by  $124,061,  from
$781,304 in the nine  months  ended  September  30, 2002 to $657,243 in the same
period  of 2003.  During  the  second  quarter  of 2002,  we  recorded  an asset
impairment for the jig assets which reduced their  depreciable  balance to zero.
As  a  result,   depreciation  is  no  longer  recorded  for  these  assets  and
depreciation  and  amortization  expense  related to them decreased by $174,000.
This decrease was  partially  offset by an increase in  depreciation  of $50,000
related to the Edison Way building and equipment additions.

        Interest expense decreased by $505,563, from $913,513 in the nine months
ended September 30, 2002 to $407,950 in the same period in 2003. The decrease is
due to reductions  in the principal  balance  during 2003,  with the  subsequent
payoff of the Doral Note in  September  2003,  and the effect of an amendment of
the Doral Note in November 2002 which,  among other things,  reduced the balance
from $2,000,000 to $1,400,000.  The accounting  guidance provided by EITF 96-19,
Debtor's Accounting for a Modification or Exchange of Debt Instruments, required


                                       19
<PAGE>

that the amended note be recorded at its face amount with no  discount,  whereas
the prior note had been recorded at a discount with  subsequent  amortization of
the discount to interest expense.  This elimination of the debt discount expense
contributed  to the  decrease in  interest  expense  from the nine months  ended
September 30, 2002 to the nine months ended September 30, 2003.

        Preferential  warrant dividend increased by $543,820 from $48,666 in the
nine months ended  September  30, 2002 to $592,486 in the  comparable  period of
2003. As mentioned  above,  in September  2003, we issued 631,882  warrants to a
shareholder  which  had  a  fair  value  of  $416,014  and  was  recorded  as  a
preferential  warrant dividend.  This,  combined with a repricing of warrants in
June  2003  that had a fair  value of  $176,472,  resulted  in the  increase  in
preferential warrant dividend.

Recent Business Developments

TIMET

        In July 2003 we entered into the MOU with TIMET to provide  custom oxide
feedstocks for a novel,  four-year,  titanium  metal research  program funded by
DARPA.  The program's  goal is to lower the cost of titanium  metal and titanium
metal alloys to enable a broader market use. DARPA is specifically interested in
lowering the cost to provide for a broader use in military  applications such as
aerospace and weapons  systems.  Although the MOU does not provide for immediate
revenues,  we are in  discussions  with TIMET and DARPA  concerning  development
contracts to provide revenue and offset costs. Our participation in this project
is a natural  extension  of our  titanium  dioxide  processing  technology.  Key
intermediates  in the AHPP for  making  pigment  and  nano-sized  TiO2 allow the
manufacture  of porous  electrodes  that may be highly  suitable  for use in the
titanium metal research program funded by DARPA.

RenaZorb(TM)

         RenaZorb(TM)  is our drug  candidate  for use in  phosphate  control in
kidney  dialysis  patients.  Pre-clinical  trials  in-vitro  testing  and animal
testing done to date that  indicate  RenaZorb(TM)  may be effective for use with
kidney  dialysis  patients with end-stage renal disease.  We have not,  however,
conducted human trials using RenaZorb(TM) or submitted an application to the FDA
U.S.  Food  and  Drug   Administration   ("FDA")  seeking   approval  to  market
RenaZorb(TM). During April 2003, we hired a consultant to contact pharmaceutical
companies  that may be  interested  in doing  further  tests and  negotiating  a
license agreement. To date, several such companies have expressed an interest in
RenaZorb(TM),    which   is   a   lanthanum-based   compound.   An   alternative
lanthanum-based drug candidate, Fosrenol(TM),  produced by Shire Pharmaceuticals
Group plc, is  currently  under review for approval by the FDA. We do not expect
to be able to enter  into a license  agreement  unless  and  until  Fosrenol(TM)
obtains  FDA  approval.  Although  we are  hopeful  that  the FDA  will  approve
Fosrenol(TM),  we cannot predict when or if the FDA approval will be granted. If
we are able to enter into a license  agreement,  we are uncertain what the terms
of the license would be, but  pharmaceutical  license  agreements  often involve
up-front or staged payments in addition to royalties if FDA approval is obtained
and the drug is marketed.

AHPP Technology

         We have submitted  proposals to five international  minerals and energy
resources  companies  to  develop  and  license  the  AHPP  technology.  We have
completed  initial  testing  for the first  company  and  submitted  a phase-two
proposal for the economic evaluation of a demonstration titanium dioxide pigment
plant that could be expanded to a full-scale plant with production capabilities


                                       20
<PAGE>

of between  10,000-20,000  metric  tons of  titanium  dioxide  pigment per year.
Altair has been informed that this proposal is under  consideration  and subject
to due diligence evaluation. If the phase-two proposal is accepted in some form,
we would  expect to generate  limited  revenues in exchange  for the testing and
development  work  associated  with the evaluation of a  demonstration  titanium
dioxide plant. A licensing agreement associated with a full-scale plant would be
expected to generate  significant  revenues in the  long-term,  but  significant
up-front revenues from such an agreement are unlikely.

        We  have  submitted  phased  development   proposals  for  the  economic
evaluation and  demonstration  of the AHPP technology to the other four minerals
and energy  resources  companies  during the first three quarters of 2003. It is
anticipated  that a license from one or more of these  proposals will be awarded
in the fourth quarter of 2003. A license agreement for regional exclusive use of
the pigment  technology  would include  development  fees and royalties,  but no
significant up-front payments.  Significant revenues from royalties could result
from the development of a full-scale production plant.

Battery Technology

        We have  developed  a  proprietary  process  to  manufacture  nano-sized
lithium  titanate spinel for use in lithium ion batteries  requiring fast charge
and discharge rates and high energy,  such as car batteries.  Battery prototypes
utilizing  our  nano-sized  lithium  titanate  spinel  have  been  developed  by
Telcordia  Technologies  ("Telcordia")  and,  according  to  Telcordia,  exhibit
battery  characteristics which significantly exceed Department of Energy ("DOE")
standards. The DOE standards, as reported by Telcordia, were established through
a cooperative  research and development  program between the federal  government
and the United States Council for Automotive Research. To date, we have supplied
only sample quantities of lithium titanate spinel to Telcordia and other battery
research groups, and we have no contracts for delivery of additional  materials.
New battery  technology and the  incorporation  of new materials such as lithium
titanate spinel may require  significantly long lead times for development prior
to commercial production.  There is no certainty as to when sales of our lithium
titanate spinel will reach commercial levels, if ever.

Dental Applications

        We have developed a nano-sized  zirconium  oxide material which may have
applications in dental products such as fillings and prosthetic devices. We have
recently  placed our first samples of this material with developers of non-toxic
UV-cured  dental  materials.  Zirconium  oxide is not  currently  used in dental
devices,  and there is no assurance that future dental  applications  will prove
feasible or economic.

Altair Centrifugal Jig ("ACJ")

        In October 2003,  we entered into a technology  license  agreement  with
Bateman  Luxembourg  S.A.  ("Bateman")  for the  manufacture,  installation  and
operation  of the ACJ.  Under  the  terms of the  agreement,  Bateman  will have
exclusive use of the ACJ for  specifically  identified  applications in selected
territories  throughout the world.  Following a six-month  trial testing period,
Bateman may opt out of the agreement.  We will be compensated by Bateman through
a licensing  fee for each  project  managed by Bateman  that  utilizes  the ACJ.
Compensation  is determined by an agreed upon formula and will vary based on the
size and scope of the  individual  projects.  We retain the right to use the ACJ
for our own projects.  The agreement  contains certain  thresholds which, if not
achieved by Bateman,  could result in the  termination  of the  agreement at our
option.  There  is no  assurance  that  Bateman  will  meet  these  minimum  fee
requirements  or that they will ever  utilize  the ACJ in their  projects or pay
fees to Altair.  Bateman  is not  required  to pay any fees under the  agreement
unless and until Bateman begins generating revenue using the ACJ.

                                       21
<PAGE>

Government Sponsored Research

        In September  2003,  we entered  into an  agreement  with WMU to provide
research  services  involving a  technology  used in the  detection of chemical,
biological and radiological  agents.  The  teaming/research  agreement with WMU,
funded by the DOE,  provides  for total  payments to Altair of  $356,500  over a
two-year period.  We are also actively  pursuing other government grants through
joint teaming  agreements and  government  Small  Business  Innovative  Research
proposals.

Forward-Looking Statements

        This   Quarterly   Report  on  Form  10-Q   (this   "Report")   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), licensing of the titanium processing
technology for pharmaceutical or other uses,  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.   As  shown  in  the
              consolidated  financial  statements  for  the  nine  months  ended
              September 30, 2003,  we incurred a net loss of $3,981,056  for the
              nine  months  ended  September  30,  2003,  and  since the date of
              inception  have  incurred  cumulative  net losses of  $43,262,961.
              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 recently  sold  common  shares and
              common  shares  issuable upon the exercise of options and warrants
              may place  downward  pressure  on the  market  price of our common
              shares.   Speculative  traders  may  anticipate  the  exercise  of
              purchase  rights 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.

                                       22
<PAGE>

         o    In the short  run,  to the  extent  we  generate  any  significant
              revenue,  we expect such revenue to come through the  licensing of
              our titanium processing technology,  our pharmaceutical technology
              (i.e.  RenaZorb(TM))  and the  application  of our  technology for
              large-scale  titanium  pigment  production.  With  respect to both
              possible  applications,   we  have  conducted,  and/or  interested
              parties have conducted, initial testing, and we are in discussions
              regarding  follow  up  testing  that  could  reasonably  lead to a
              significant  license  agreement.  However,  with  respect  to both
              possible  applications,  we have no formal or informal commitments
              to license our  technology  and cannot  predict  when,  or if, any
              significant  licensing  agreement will be signed. If we are unable
              to enter into such a license  agreement (or  otherwise  consummate
              one or more significant  licensing,  sale or equity transactions),
              we will be forced to  significantly  curtail  our  operations  and
              expenses,  and our ability to continue as a going  concern will be
              uncertain.

         o    Because of our relatively small size and limited resources,  we do
              not plan to use our titanium processing technology for large-scale
              production of titanium dioxide  pigments.  As discussed in "Recent
              Business Developments--AHPP Technology", we have, however, entered
              into  discussions  with various  minerals and materials  companies
              about  licensing our  technology to such entities for  large-scale
              production of titanium dioxide pigments.  We have not entered into
              any long-term licensing  agreements with respect to the use of our
              titanium  processing  technology  for  large-scale  production  of
              titanium  dioxide  pigments and can provide no  assurance  that we
              will be able to enter  into any such  agreement.  Even if we enter
              into such  agreement,  we would not receive  significant  revenues
              from such license  until  feasibility  testing is complete and, if
              the  results  of  feasibility  testing  were  negative,  would not
              receive significant revenues at any time.

         o    In the  short  run,  we also plan to use the  titanium  processing
              technology  to produce  TiO2  nanoparticles  and/or to license the
              technology to others.  TiO2  nanoparticles  and other  products we
              intend  to  initially   produce   with  the  titanium   processing
              technology,  such  as  nano-sized  lithium  titanate  for  use  in
              batteries  or  other  nanoparticles  for use in  titanium  metals,
              dental applications or detection or radiological agents, generally
              must  be  customized  for  a  specific   application   working  in
              cooperation   with   manufacturers   of  products   utilizing  the
              nanoparticles  and end users. We are still testing and customizing
              our TiO2 nanoparticle  products for various  applications and have
              no agreements with research partners, manufacturers,  customers or
              others under which any such person has agreed to purchase, license
              or  otherwise  pay  significant  fees to Altair with  respect to a
              nanoparticle application of our technology.  We may never generate
              significant  revenues  producing,  or licensing our technology for
              the production of, TiO2 or other nanoparticles.

         o    We have not developed a production model of any series of the ACJ.
              As described in "Recent Business Developments--Altair  Centrifugal
              Jig" above, in October 2003, we entered into a technology  license
              agreement  with  Bateman  for the  manufacture,  installation  and
              operation of the ACJ. Such  agreement  permits  Bateman to opt out
              after a  six-month  testing  period.  In  addition,  although  the
              agreement  permits  Altair  to cancel  the  agreement  if  certain
              production  and use  thresholds  are not met,  it does not require
              Bateman to produce or utilize the ACJ.  There is no assurance that
              Bateman will ever utilize the ACJ in their projects or pay fees to


                                       23
<PAGE>

              Altair. We do not otherwise expect to complete our own testing and
              development  of the ACJ in the near future and have  determined to
              focus most of our limited  resources  on the  titanium  processing
              technology. We may never develop a production model of the ACJ.

         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, 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.

Item 4.  Controls and Procedures

         (a) Based on the evaluation of our "disclosure controls and procedures"
(as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e))
required by paragraph (b) of Rules 13a-15 or 15d-15, our chief executive officer
and our chief financial officer,  have concluded that, as of September 30, 2003,
our disclosure controls and procedures were effective.

         (b) There have been no changes in our internal  control over  financial
reporting identified in connection with the evaluation required by paragraph (d)
of  Exchange  Act Rules  13a-15 or 15d-15 that  occurred  during our last fiscal
quarter that have materially  affected,  or are reasonably  likely to materially
affect, our internal control over financial reporting.

                           PART II - OTHER INFORMATION


Item 2.  Changes in Securities and Use of Proceeds

         On July 31, 2003,  we sold  891,524  common  shares and 445,762  Series
2003E warrants in exchange for aggregate  consideration of $757,795 in a private
placement  to two  institutional  accredited  investors.  The  warrants  have an
exercise price of $1.75 per share and expire in July 2008.

                                       24
<PAGE>

         On September 12, 2003, we agreed to issue to an existing securityholder
an aggregate of 631,882 Series 2003E  warrants,  with an exercise price of $1.75
per share and an  expiration  date of September  12, 2008,  in exchange for such
securityholder's  willingness  to exercise  631,882  warrants,  with an exercise
price of $1.00 each, held by such securityholder.

         On September  30, 2003,  we sold  1,142,857  common  shares and 571,429
Series 2003F warrants in exchange for aggregate consideration of $1,200,000 in a
private placement to three institutional accredited investors. The warrants have
an exercise price of $2.00 per share and expire in September 2008.

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

Item 6.  Exhibits and Reports on Form 8-K

         a) See Exhibit Index attached hereto.

         b) No current  reports on Form 8-K were filed during the quarter  ended
September 30, 2003.



                                       25
<PAGE>




                                   SIGNATURES

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


                                            Altair Nanotechnologies Inc.



     November 14, 2003                      By:  /s/ William P. Long
--------------------------                  ------------------------------
         Date                               William P. Long,
                                            Chief Executive Officer



     November 14, 2003                      By:  /s/ Edward H. Dickinson
--------------------------                  ------------------------------
         Date                               Edward H. Dickinson,
                                            Chief Financial Officer


                                       26

<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 Company's
                                                                         Current Report on Form 8-K filed with the
                                                                         SEC on July 18, 2002

      4.1         Bylaws                                                 Incorporated by reference to the Company's
                                                                         Quarterly Report on Form 10-Q filed with
                                                                         the SEC on August 13, 2003.

      4.3         Form of Series 2003E Warrant                           Incorporated by reference to the Company's
                                                                         Registration Statement on Form S-3, File
                                                                         No.  333-110115,  filed with the SEC on
                                                                         October 31, 2003.

      4.4         Form of Series 2003F Warrant                           Incorporated by reference to the Company's
                                                                         Iegistration Statement on Form S-3, File
                                                                         No. 333-110115, filed with the SEC on
                                                                         October 31, 2003.

     10.1         Form of Registration Rights Agreement (July 31,        Incorporated by reference to the Company's
                  2003 and September 30, 2003 offerings)                 Registration Statement on Form S-3, File
                                                                         No.333-110115, filed with the SEC on
                                                                         October 31, 2003.

     10.2         Technology License Agreement dated September 29,       Filed herewith
                  2003, with Bateman Luxembourg SA
                  [Portions of this Exhibit have been omitted
                  pursuant to Rule 24b-2, are filed separately with
                  the SEC and are subject to a confidential
                  treatment request.]

     10.3         Memorandum of Understanding dated as of April 21,      Filed herewith
                  2003, with Titanium Metals Corporation
                  [Portions of this Exhibit have been omitted
                  pursuant to Rule 24b-2, are filed separately with
                  the SEC and are subject to a confidential
                  treatment request.]


     10.4         Western Michigan University Project Agreement          Filed herewith
                  dated August 15, 2003

     31.1         Section 302 Certification of Chief Executive           Filed herewith
                  Officer

     31.2         Section 302 Certification of Chief Financial           Filed herewith
                  Officer

     32.1         Section 906 Certification of Chief Executive           Filed herewith
                  Sfficer

     32.2         Section 906 Certification of Chief Financial           Filed herewith
                  Officer

</TABLE>


                                       27