As filed with the Securities and Exchange Commission on May 9, 2001 Registration
No. 333-54092
--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------


                           Amendment No. 2 to Form S-3
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933

                            Altair International Inc.
             (Exact name of registrant as specified in its charter)

         Province of Ontario, Canada                        None
       (State or other jurisdiction of                (I.R.S. employer
        incorporation or organization)             identification number)

           William P. Long                          Copies to:
              President
      Altair International Inc.                Brian G. Lloyd, Esq.
   1725 Sheridan Avenue, Suite 140             Bryan T. Allen, Esq.
         Cody, Wyoming 82414                      STOEL RIVES LLP
            (307) 587-8245               201 South Main Street, Suite 1100
                           Salt Lake City, Utah 84111
                                 (801) 328-3131
--------------------------------------------------------------------------------
(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)


Approximate  date of  commencement  of proposed  sale to the public:  As soon as
practicable  after  the  effective  date  of  this  Registration   Statement  as
determined by market conditions.

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box:[ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering: [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering: [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box: [ ]

Pursuant to Rule 429 under the Securities  Act of 1933, the prospectus  filed as
part of this  Registration  Statement  will be used as a combined  prospectus in
connection  with this  Registration  Statement and  registration  statement nos.
333-45511 and 333-36462.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the SEC,  acting  pursuant to said Section  8(a),  may
determine.



                                [OBJECT OMITTED]
                            ALTAIR INTERNATIONAL INC.
                            12,060,842 Common Shares

         This prospectus  relates to the offering and sale of 12,060,842  common
shares of Altair  International  Inc.,  without  par value.  All of the  offered
shares  are to be  sold  by  persons  who  are  existing  security  holders  and
identified in the section of this prospectus entitled "Selling Shareholders." Of
the  shares  offered  hereby,   650,000  are  currently  owned  by  the  selling
shareholders  and  1,383,672  are  issuable  upon the  exercise  of  outstanding
warrants to purchase common shares of Altair.  The remaining  10,027,170 offered
shares are being registered pursuant to a contractual obligation with one of the
selling  shareholders  and  represent an estimated  number of common shares that
Altair may be required to issue to such  selling  shareholder  pursuant to a 10%
Asset-Backed  Exchangeable  Term Note. The number of shares actually issued upon
the  exchange  of the  Exchangeable  Term  Note may be  greater  or  fewer  than
10,027,170  shares.  In addition,  pursuant to Rule 416 of the Securities Act of
1933, as amended, this prospectus and the registration  statement of which it is
a part cover a presently indeterminate number of common shares issuable upon the
occurrence of a stock split, stock dividend, or other similar transaction.

         We will not  receive  any of the  proceeds  from the sale of the shares
offered  hereunder.  In the  United  States,  our  common  shares are listed for
trading under the symbol ALTI on the Nasdaq National Market. On May 4, 2001, the
closing sale price of a common share, as reported by the Nasdaq National Market,
was $2.25 per share. Unless otherwise expressly indicated,  all monetary amounts
set forth in this prospectus are expressed in United States Dollars.

         Our  principal  office is located at 1725 Sheridan  Avenue,  Suite 140,
Cody, Wyoming 82414 U.S.A., and our telephone number is (307) 587-8245.

Consider  carefully  the risk  factors  beginning  on page 1 in this  prospectus
before investing in the offered shares being sold with this prospectus.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission  has approved or  disapproved  of these  securities  or passed on the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.


                              Dated May 7, 2001








                                TABLE OF CONTENTS
                                -----------------


                                                                                                              
FORWARD-LOOKING STATEMENTS........................................................................................2


RISK FACTORS......................................................................................................2


OUR COMPANY'S COMMON STOCK.......................................................................................10

   PRICE RANGE OF COMMON STOCK...................................................................................10
   OUTSTANDING SHARES AND NUMBER OF SHAREHOLDERS.................................................................10
   DIVIDENDS.....................................................................................................11
   TRANSFER AGENT AND REGISTRAR..................................................................................11
   CANADIAN TAXATION CONSIDERATIONS..............................................................................11

USE OF PROCEEDS..................................................................................................12


DILUTION.........................................................................................................12


SELLING SHAREHOLDERS.............................................................................................12

   BENEFICIAL OWNERSHIP OF SELLING SHAREHOLDERS..................................................................13
   PRIVATE PLACEMENT OF SHARES, WARRANTS AND NOTES...............................................................16

PLAN OF DISTRIBUTION.............................................................................................21


DESCRIPTION OF OFFERED SECURITIES................................................................................22


LEGAL MATTERS....................................................................................................23


EXPERTS..........................................................................................................23


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................................................................23


WHERE YOU CAN FIND MORE INFORMATION..............................................................................24


                                       i



                                  RISK FACTORS

         Before  you  invest  in  the  offered  securities   described  in  this
prospectus,  you should be aware that such investment involves the assumption of
various risks.  You should consider  carefully the risk factors  described below
together with all of the other  information  included in this prospectus  before
you decide to purchase the offered securities.


We  have  not  generated  any  operating  revenues  and may  not  ever  generate
significant revenues.
--------------------------------------------------------------------------------

         To date, we have not generated  revenues from  operations.  We have not
completed  development of the jig or the titanium processing technology and have
not completed  exploration of the Tennessee mineral property.  We can provide no
assurance  that we will ever  generate  revenues  from the jig or the  Tennessee
mineral property or that we will generate significant revenues from the titanium
processing technology.


                                       2


We may continue to experience significant losses from operations.
-----------------------------------------------------------------

         We have  experienced a loss from  operations in every fiscal year since
our inception. Our losses from operations in 1999 were $3,729,534 and our losses
from  operations for in 2000 were  $6,647,367.  We will continue to experience a
net operating loss until, and if, the titanium  processing  technology,  the jig
and/or the Tennessee  mineral  property begin generating  significant  revenues.
Even if any or all  such  products  or  projects  begin  generating  significant
revenues,  the revenues  may not exceed our costs of  production  and  operating
expenses. We may not ever realize a profit from operations.

We may not be able to raise sufficient capital to meet future obligations.
--------------------------------------------------------------------------

         As of  March  31,  2001,  we had  $703,796  in  unrestricted  cash  and
$4,056,348  in  restricted  cash that is  securing  a letter  of  credit  and is
scheduled to be released as the  outstanding  principal  balance is reduced.  We
believe that the  unrestricted  cash we currently  possess is sufficient to fund
our basic  operations  through  June 30,  2001.  In the  absence of  significant
revenue,  this  amount  of  capital  will  likely  prove  insufficient  to  fund
development  work  necessary  to  complete  the testing  necessary  to place the
titanium  processing  technology  into  continuous  operation  in  a  commercial
setting. In addition, we will likely need additional capital to complete testing
and development of the jig or exploration of the Tennessee mineral property.  If
we determine to construct and operate a mine on the Tennessee  mineral property,
we will need to obtain a significant  amount of  additional  capital to complete
construction of the mine and commence operations.

         We may not be able obtain the amount of  additional  capital  needed or
may be forced to pay an extremely high price for capital.  Factors affecting the
availability and price of capital may include the following:

   o     market  factors   affecting  the   availability  and  cost  of  capital
         generally;

   o     our financial results;

   o     the amount of our capital needs;  o the market's  perception of mining,
         technology and/or minerals stocks;

   o     the economics of projects being pursued;

   o     industry  perception of our ability to recover minerals with the jig or
         titanium processing  technology or from the Tennessee mineral property;
         and

   o     the price, volatility and trading volume of our common shares.

If we are unable to obtain sufficient  capital or are forced to pay a high price
for capital,  we may be unable to meet future  obligations or adequately exploit
existing or future opportunities, and may be forced to discontinue operations.

Our  competitors  may be able to raise  money  and  exploit  opportunities  more
rapidly,  easily and thoroughly than we can.
--------------------------------------------------------------------------------

We have limited  financial and other resources and, because of our earlier stage
of  development,  have  limited  access to  capital.  We compete or may  compete
against entities that are much larger than we are, have more extensive resources
we do and have an established reputation and operating history. Because of their
size,  resources,   reputation,  history  and  other  factors,  certain  of  our
competitors  may have better access to capital and other  significant  resources
than we do and, as a result, may be able to exploit  acquisition and development
opportunities more rapidly, easily or thoroughly than we can.

                                       3


The common shares issued upon exchange of the Exchangeable  Term Note may dilute
existing shareholders.
--------------------------------------------------------------------------------

         We do not  presently  have the capital to redeem the  monthly  payments
required by the 10% Asset-Backed  Exchangeable Term Note dated December 15, 2000
(the "Exchangeable  Term Note"). If we do not redeem such monthly payments,  the
holder  of the  Exchangeable  Term Note has the right to  exchange  the  monthly
payment  amounts into common shares at an exchange  price equal to the lesser of
$3.00 and the  average of the lowest  three daily  trading  prices of the common
shares during the 15 trading days ending on the day before an exchange  right is
exercised.  Because the exchange price is tied to the market price of our common
shares, the number of shares issuable upon exercise of exchange rights increases
significantly  as the market  price of our common  shares  falls below $3.00 and
would  approach  infinity if the market  price of our common  shares  approached
zero. For example, if the market price of our common shares were to drop to $.50
and remain at that level throughout the term of the Exchangeable  Term Note, the
holder would receive  approximately  15,458,332  common shares (or approximately
44.5% of the common shares that would be  outstanding  after the issuance)  upon
exercise of all exchange rights accruing under the Exchangeable Term Note.

         The exercise of exchange  rights under the  Exchangeable  Term Note may
place  downward  pressure on the market price of our common shares and encourage
short selling.
--------------------------------------------------------------------------------

         The exchange of the monthly payment amount under the Exchangeable  Term
Note and  subsequent  sale of the common shares  issuable upon such exchange may
place downward  pressure on the market price of our common  shares.  Speculative
traders may  anticipate the exercise of exchange  rights under the  Exchangeable
Term Note 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.

We have pledged substantial assets to secure the Exchangeable Term Note.
------------------------------------------------------------------------

         We have  pledged all of the  intellectual  property and common stock of
Altair Technologies,  Inc., our second-tier wholly-owned  subsidiary,  to secure
repayment of the  Exchangeable  Term Note.  Altair  Technologies,  Inc. owns and
operates the titanium  processing  technology  we acquired  from BHP Minerals in
1999. The Exchangeable Term Note is also secured by a pledge of the common stock
of Mineral  Recovery  Systems,  Inc.,  which  owns and  operates  our  leasehold
interests in the Camden,  Tennessee area. If we default on the Exchangeable Term
Note,  severe remedies will be available to the holder of the Exchangeable  Term
Note, including immediate seizure and disposition of all pledged assets.


                                       4




Operations using the titanium  processing  technology,  the jig or the Tennessee
mineral property may lead to substantial environmental liability.
--------------------------------------------------------------------------------

         Virtually any proposed use of the titanium processing  technology,  the
jig or the Tennessee  mineral  property  would be subject to federal,  state and
local  environmental  laws.  Under such laws,  we may be jointly  and  severally
liable with prior property owners for the treatment, cleanup, remediation and/or
removal of any  hazardous  substances  discovered  at any  property  we use.  In
addition,  courts or government  agencies may impose  liability for, among other
things,   the  improper   release,   discharge,   storage,   use,   disposal  or
transportation of hazardous  substances.  We might use hazardous substances and,
if we do, we will be subject to substantial risks that environmental remediation
will be required.

Certain of our experts and  directors  reside in Canada and may be able to avoid
civil liability.
--------------------------------------------------------------------------------

         We are an Ontario corporation,  and a majority of our directors and our
Canadian  legal counsel are residents of Canada.  As a result,  investors may be
unable to effect  service of process upon such persons  within the United States
and may be unable to enforce  court  judgments  against such persons  predicated
upon civil  liability  provisions  of the United States  securities  laws. It is
uncertain  whether Canadian courts would (i) enforce  judgments of United States
courts  obtained  against us or such directors,  officers or experts  predicated
upon the civil  liability  provisions of United States  securities  laws or (ii)
impose liability in original  actions against Altair or its directors,  officers
or experts predicated upon United States securities laws.

We are dependent on key personnel.
----------------------------------

         Our  continued  success  will  depend  to a  significant  extent on the
services of Dr. William P. Long, our President and Chief Executive Officer,  and
Mr. C. Patrick  Costin,  our Vice  President and President of Fine Gold and MRS.
The loss or  unavailability  of Dr.  Long or Mr.  Costin  could  have a material
adverse effect on us. We do not carry key man insurance on the lives of Dr. Long
or Mr. Costin.

We may issue  substantial  amounts  of  additional  shares  without  stockholder
approval.
--------------------------------------------------------------------------------

         Our Articles of  Incorporation  authorize  the issuance of an unlimited
number of common  shares.  All such  shares may be issued  without any action or
approval by our stockholders.  In addition, we have two stock option plans which
have potential for diluting of the ownership interests of our stockholders.  The
issuance of any  additional  common shares would further  dilute the  percentage
ownership  of Altair held by existing  stockholders.  Additional  common  shares
could be issued at a lower price per share than the price you are being offered.

The market price of our common shares is extremely volatile.

         Our common shares have been listed on the Nasdaq  National Market since
January 26, 1998.  Trading in our common shares has been characterized by a high
degree  of  volatility.  Trading  in  our  common  shares  may  continue  to  be
characterized  by  extreme  volatility  for  numerous  reasons,   including  the
following:

                                       5


o      Uncertainty   regarding   the   viability  of  the  titanium   processing
       technology, the jig or the Tennessee mineral property;
o      Continued  dominance of trading in our common shares by a small number of
       firms;
o      Positive or negative announcements by us or our competitors;
o      Industry  trends,  general  economic  conditions  in the United States or
       elsewhere,  or the general markets for equity  securities,  minerals,  or
       commodities; and
o      Speculation  by short sellers of our common shares or other persons (such
       as the holders of the Exchangeable  Term Note) who stand to profit from a
       rapid increase or decrease in the price of our common shares.

Future sales of currently  restricted  securities  or common  shares  subject to
outstanding options may affect the market price of our common shares.
--------------------------------------------------------------------------------

         In general,  Rule 144 of the Securities  Act provides that  outstanding
restricted  common  shares of Altair may be sold  subject to certain  conditions
beginning one year after  issuance  and,  unless held by an affiliate of Altair,
may be sold without limitation beginning two years after issuance.  Future sales
of  currently  restricted  securities  may have a negative  effect on the market
price of our common shares.

         In addition, shares issued upon exercise of options granted pursuant to
our employee  stock option plans are presently  registered  under the Securities
Act. Subject to certain restrictions on resale by affiliates, such shares may be
sold without  restriction.  The sale of any substantial  number of common shares
may have a depressive effect on the market price of our common shares.

We have never declared, and are currently prohibited from declaring, a dividend.

         We have never  declared  or paid  dividends  on our common  shares.  We
currently intend to retain any future earnings,  if any, for use in our business
and,  therefore,  do not anticipate paying dividends on our common shares in the
foreseeable future. In addition,  under the terms of the Exchangeable Term Note,
we are prohibited from declaring or paying any dividends until the  Exchangeable
Term Note is paid in full.

We have not yet  confirmed  the  viability  and  effectiveness  of the  titanium
processing technology.
--------------------------------------------------------------------------------

         We have not completed testing of product  applications for the titanium
processing  technology.  In addition,  the titanium  processing  technology  and
titanium  processing  equipment have not been used by Altair or anyone else in a
commercial  setting and may prove  ineffective  or unreliable  when subjected to
continuous use. If the titanium processing  technology proves ineffective or the
titanium processing  equipment proves unreliable in a commercial setting, we may
be unable to recoup our  investment in the titanium  processing  technology  and
titanium processing equipment.

                                       6


We may not be able to sell nanoparticles  produced using the titanium processing
technology.
--------------------------------------------------------------------------------

         In the short run, we plan to use the titanium processing  technology to
produce titanium dioxide ("TiO2 ")  nanoparticles.  TiO2  nanoparticles are Ti02
crystals  that  are  approximatelu  one-tenth  the  size  of  conventional  TiO2
particles. Because of their small size, photocatalytic and ultraviolet shielding
capabilities and other unique characteristics, TiO2 nanoparticles sell at a much
higher price than  conventional  TiO2 particles and are used in products such as
specialty surface coatings,  UV protectant  cosmetics and battery  components.We
have not previously  produced or marketed TiO2  nanoparticles and, to date, have
obtained only a small order for TiO2  nanoparticles.  The TiO2 nanoparticles and
other products  produced using the titanium  processing  technology and titanium
processing  equipment  may be of inferior  quality to  alternative  products or,
regardless of actual quality,  may be perceived as lacking  adequate  quality or
reliability.

         Even if TiO2  nanoparticles  we produce  are of  adequate  quality  for
general  use,  they  may have  properties  that  make  them  unsuitable  for the
particular use of a potential customer.

         In addition,  the uses for such  nanoparticles  are  limited--primarily
cosmetics and surface  coatings--and the market for such nanoparticles is small,
currently  estimated at 3,800 tons per annum.  In light of the small size of the
market,  we may not be able to profitably  market our nanoparticle  products for
any of the following reasons:

o      there may be insufficient demand for such products;
o      despite  strong  initial  demand for such  products,  the market for such
       products  may  contract  as a result of a  decrease  in demand  for goods
       incorporating such products or other event;
o      the increased  supply of such products as a result   of our entrance into
       the  market  may  cause  the  price  to  drop,  reducing  or  eliminating
       profitability; and
o      competing  entities may begin producing,  or increase their production of
       nanoparticles, causing the price to drop or displacing potential sales.

Our cost of production may exceed estimates.
--------------------------------------------

         We purchased the titanium  processing  technology and related  titanium
processing  equipment  based  on the  belief  that we  will be able to use  that
technology  and  equipment to produce TiO2 and other  products more cheaply than
many competitors.  We have not, however, produced any mineral products using the
processing  technology and equipment on a commercial  basis. Our actual costs of
production may exceed those of competitors  and, even if our costs of production
are lower,  competitors  may be able to sell TiO2 and other  products at a lower
price than is economical for Altair.

Pending patent applications may be denied or may provide inadequate protection.
-------------------------------------------------------------------------------

         BHP  Minerals  has filed  patent  applications  with the United  States
Patent and Trademark Office with respect to the titanium  processing  technology
and has transferred the rights to such applications to Altair. Such applications
are being  reviewed  by the Patent and  Trademark  Office,  and no patents  with
respect to the titanium  processing  technology have been issued to date. If the

                                       7



applications for any patents related to the titanium  processing  technology are
denied,  the value of the titanium  processing  technology,  and any competitive
advantage gained from our ownership of the titanium processing technology,  will
be  substantially  diminished.  We can provide no assurance  that pending patent
applications will be granted. Even if pending patent applications are issued, we
may have insufficient resources to pay legal costs associated with enforcing any
patents.

We have not  completed  testing  and  development  of the jig and are  presently
focusing our resources on other projects.
--------------------------------------------------------------------------------

         We have not completed  testing of, or developed a production  model of,
any series of the jig. We do not expect to complete  testing and  development of
the jig during the coming year and have  determined to focus most of our limited
resources  on the  titanium  processing  technology  and the  Tennessee  mineral
property. We may never develop a production model of the jig.

Even if we complete  development of the jig, the jig may prove  unmarketable and
may not perform as anticipated in a commercial operation.
--------------------------------------------------------------------------------

         The  designed  capacity  of the  Series  12 jig is too  small  for coal
washing, heavy minerals extraction,  and most other intended applications of the
jig,  except use in small placer gold mines or similar  operations.  Even if the
Series 12 jig is completed and performs to design  specifications  in subsequent
tests or at a  commercial  facility,  we  believe  that,  because  of its  small
capacity, the potential market for the Series 12 jig is limited.

         If we complete development of and begin marketing the Series 30 jig, it
may not prove  attractive  to potential end users,  may be rendered  obsolete by
competing  technologies or may not recover end product at a commercially  viable
rate.  Even if  technology  included in the jig initially  proves  attractive to
potential end users,  performance  problems and maintenance issues may limit the
market for the jig.

The jig faces  competition  from other  jig-like  products and from  alternative
technologies.
--------------------------------------------------------------------------------

         Various   jig-like   products  and   alternative   mineral   processing
technologies  perform many functions similar or identical to those for which the
jig is designed. Results from further tests or actual operations may reveal that
these alternative  products and technologies are better adapted to any or all of
the uses for which the jig is intended.  Moreover,  regardless  of test results,
consumers may view any or all of such  alternative  products and technologies as
technically superior to, or more cost effective than, the jig.

                                       8


Certain patents for the jig have expired, and those that have not expired may be
difficult to enforce.
--------------------------------------------------------------------------------

         All of the initial  patents issued on the jig have expired,  and we are
unable to prevent competitors from copying the technology once protected by such
patents.  Additional patents related to  efficiency-enhancing  components of the
jig have been  issued in the United  States and  various  other  countries,  but
expire during 2011 or 2018. The cost of enforcing patents is often  significant,
especially  outside of North America.  Accordingly,  we may be unable to enforce
even our patents that have not yet expired.

We have not completed  examining the feasibility of mining the Tennessee mineral
property.
--------------------------------------------------------------------------------

         We are currently in to process of conducting final feasibility  testing
of the Tennessee  mineral  property,  which testing  involves  constructing  and
operating a pilot mining facility, examining the market for products produced at
the pilot facility,  applying for permits necessary for any proposed  full-scale
mining facility and attempting to secure  financing for any proposed  full-scale
mining  facility.  Our test  production at the pilot plant may indicate that the
Tennessee mineral property does not contain minable quantities of heavy minerals
or that such deposits are not amenable to large-scale,  low-cost mining. Even if
the tests suggest that mining is economically  feasible on the Tennessee mineral
property,  we may be  unable  to  obtain  the  capital,  resources  and  permits
necessary to mine the property.  Moreover,  market factors, such as a decline in
the price of, or demand  for,  minerals  recoverable  at the  Tennessee  mineral
property,  may adversely  affect the  development  of mining  operations on such
property.

We may be  unable to  obtain  necessary  environmental  permits  and may  expend
significant resources in order to comply with environmental laws.
--------------------------------------------------------------------------------

         In order to begin  construction and commercial  mining on the Tennessee
mineral property, we must obtain additional federal, state and local permits. We
will also be required to conform our operations to the  requirements of numerous
federal,  state and local  environmental laws. Because we have not yet commenced
design of a commercial mining facility on the Tennessee mineral property, we are
not in a position  to  definitively  ascertain  which  federal,  state and local
mining  and  environmental  laws or  regulations  would  apply  to a mine on the
Tennessee  mineral property.  Nevertheless,  we anticipate having to comply with
and/or  obtain  permits  under the Clean Air Act,  Clean Water Act, and Resource
Conservation   and  Recovery  Act,  in  addition  to  numerous  state  laws  and
regulations  before  commencing  construction  or  operation  of a  mine  on the
Tennessee mineral property.  We can provide no assurance that we will be able to
comply with such laws and  regulations or obtain any such permits.  In addition,
obtaining  such  permits  and  complying  with  such   environmental   laws  and
regulations may be cost prohibitive.

The market for  commodities  produced using the jig or at the Tennessee  mineral
property may significantly decline.
--------------------------------------------------------------------------------

         If the jig is successfully developed and manufactured, we intend to use
the jig,  or lease the jig for use,  to separate  and  recover  valuable,  heavy
mineral particles. Active international markets exist for gold, titanium, zircon
and many other minerals  potentially  recoverable  with the jig.  Prices of such
minerals fluctuate widely and are beyond our control.  A significant  decline in
the  price  of  minerals  capable  of  being  extracted  by the jig  could  have
significant  negative effect on the value of the jig.  Similarly,  a significant
decline in the price of  minerals  being  produced or expected to be produced on
the Tennessee  mineral property could have a significant  negative effect on the
viability of a mine or processing facility on such property.

                                       9


                           FORWARD-LOOKING STATEMENTS

         This  prospectus  contains  various  forward-looking  statements.  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.   When  considering  such  forward-looking
statements,  you should keep in mind the risk factors  noted in this section and
other cautionary  statements throughout this prospectus and our periodic filings
with the SEC that are incorporated herein by reference.  You should also 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.  If one or more risks identified in
this prospectus or any applicable filings materializes,  or any other underlying
assumptions  prove incorrect,  our actual results may vary materially from those
anticipated, estimated, projected, or intended.

         Among the key factors that may have a direct  bearing on our  operating
results are risks and  uncertainties  described under "Risk Factors,"  including
those   attributable   to  the  absence  of   operating   revenues  or  profits,
uncertainties  regarding the development and  commercialization  of the titanium
processing  technology  and the  jig,  development  risks  associated  with  the
Tennessee  mineral  property and  uncertainties  regarding our ability to obtain
capital  sufficient to continue our operations and pursue our proposed  business
strategy.

                           OUR COMPANY'S COMMON STOCK
                           Price Range of Common Stock

         Beginning on January 26, 1998,  our common  shares began trading on the
Nasdaq  National  Market under the symbol "ALTIF"  (changed to "ALTI" on May 23,
2000) The following table sets forth,  for the periods  indicated,  the high and
low sales  prices for our common  shares,  as  reported  on the Nasdaq  National
Market.

Fiscal Year Ended December 31, 1998                     Low           High
                                                        -----------   ----------

         1st  Quarter   (beginning  January  26,
         1998)                                             $8.125      $15.625
         2nd Quarter                                        7.000        9.625
         3rd Quarter                                        3.000       10.250
         4th Quarter                                        5.875        8.625

Fiscal Year Ended December 31, 1999                     Low           High
                                                        -----------   ----------

         1st Quarter                                       $6.063        $9.875
         2nd Quarter                                        4.125         6.875
         3rd Quarter                                        3.875         5.000
         4th Quarter                                        3.453         5.063

Fiscal Year Ended December 31, 2000                     Low           High
                                                        -----------   ----------

         1st Quarter                                       $3.625       $9.469
         2nd Quarter                                       $2.750       $5.625
         3rd Quarter                                       $2.000       $4.469
         4th Quarter                                      $0.719        $3.500

Fiscal Year Ended December 31, 2001                     Low           High
                                                        -----------   ----------

         1st Quarter                                      $1.313        $3.438

The last sale price of the common  shares,  as reported  on the Nasdaq  National
Market, on May 4, 2001 was $2.25 per share.

                  Outstanding Shares and Number of Shareholders

         As of March 31,  2001,  the  number of common  shares  outstanding  was
19,244,318,  held by approximately 500 holders of record. In addition, as of the
same date, we had reserved 5,411,700 common shares for issuance upon exercise of
options that have been, or may be, granted under our employee stock option plans
and  1,883,672  common  shares for  issuance  upon the  exercise of  outstanding
warrants.  In addition,  we have issued the Exchangeable Term Note,  pursuant to
which a  presently  indeterminable  number of  additional  common  shares may be
issued.

                                       10


         Of our outstanding common shares, 550,000 were "restricted securities,"
as defined in Rule 144 as of March 31, 2001.  The resale of all such  restricted
securities has been registered  under the  registration  statement of which this
prospectus  is part.  Of such  "restricted  securities"  500,000  were issued on
August 4, 2000, and 50,000 were issued on August 22, 2000.

                                    Dividends

         We  have  never  declared  or  paid  dividends  on our  common  shares.
Moreover,  we  currently  intend to retain  any future  earnings  for use in our
business and,  therefore,  do not anticipate  paying any dividends on our common
shares in the foreseeable future.

                          Transfer Agent and Registrar

         The  Transfer  Agent  and  Registrar  for our  common  shares is Equity
Transfer Services, Inc., Suite 420, 120 Adelaide Street West, Toronto,  Ontario,
M5H 4C3.

                        Canadian Taxation Considerations

         Dividends  paid on common shares owned by  non-residents  of Canada are
subject to Canadian  withholding  tax. The rate of withholding  tax on dividends
under the Income Tax Act (Canada) (the "Act") is 25%. However,  Article X of the
reciprocal  tax treaty  between  Canada and the  United  States of America  (the
"Treaty")  generally  limits the rate of  withholding  tax on dividends  paid to
United States residents to 15%. The Treaty further  generally limits the rate of
withholding  tax to 5% if  the  beneficial  owner  of  the  dividends  is a U.S.
corporation which owns at least 10% of the voting shares of the company.

         If the beneficial  owner of the dividend  carries on business in Canada
through a permanent  establishment in Canada, or performs in Canada  independent
personal  services  from a fixed  base in  Canada,  and the shares of stock with
respect to which the  dividends  are paid are  effectively  connected  with such
permanent  establishment  or fixed base,  the dividends are taxable in Canada as
business  profits at rates  which may exceed the 5% or 15% rates  applicable  to
dividends that are not so connected with a Canadian  permanent  establishment or
fixed base. Under the provisions of the Treaty, Canada is permitted to apply its
domestic  law  rules  for  differentiating  dividends  from  interest  and other
disbursements.

         A capital gain  realized on the  disposition  of our common shares by a
person resident in the United States (a  "Non-resident")  will be subject to tax
under the Act if the  shares  held by the  Non-resident  are  "taxable  Canadian
property." In general,  our common shares will be taxable  Canadian  property if
the particular Non-resident used (or in the case of a Non-resident insurer, used
or held) the common  shares in carrying  on business in Canada or,  where at any
time during the five-year  period  immediately  preceding the realization of the
gain,  not less than 25% of the  issued and  outstanding  shares of any class or
series of shares of the Company were owned by the  particular  Non-resident,  by

                                       11



persons with whom the particular  Non-resident did not deal at arms' length,  or
by any combination  thereof.  If the common shares  constitute  taxable Canadian
property,  relief  nevertheless  may be  available  under the Treaty.  Under the
Treaty,  gains from the alienation of common shares owned by a Non-resident  who
has never been resident in Canada generally will be exempt from Canadian capital
gains tax if the shares do not relate to a permanent establishment or fixed base
which the  Non-resident  has or had in  Canada,  and if not more than 50% of the
value of the shares was derived from real  property  (which  includes  rights to
explore for or to exploit mineral deposits) situated in Canada.

                                 USE OF PROCEEDS

         All proceeds  from any sale of offered  shares,  less  commissions  and
other  customary  fees  and  expenses,  will be  paid  directly  to the  selling
shareholders  selling the offered shares.  We will not receive any proceeds from
the sale of any of the offered shares.

                                    DILUTION

         Our  audited  net  tangible   book  value  at  December  31,  2000  was
$6,109,171,  approximately  $.32 per each of the  19,325,488  common shares then
outstanding  and  approximately  $.20  share had all of the  12,060,842  offered
shares been issued and outstanding on that date. Accordingly,  new investors who
purchase shares may suffer an immediate  dilution of the difference  between the
purchase price per share and approximately $.20 per share.

         As of December 31, 2000, there were outstanding warrants and options to
purchase up to 4,482,372  common shares at a weighted  average exercise price of
$5.316 per share.  The  existence of such warrants and options may hinder future
equity  offerings by us, and the exercise of such  warrants and options may have
an  adverse  effect  on  the  prevailing  market  price  of the  common  shares.
Furthermore,  the holders of warrants  and options may  exercise  them at a time
when we would  otherwise be able to obtain  additional  equity  capital on terms
more favorable to us.

                              SELLING SHAREHOLDERS

         All of the offered  shares are to be sold by persons  who are  existing
security  holders of Altair.  The selling  shareholders  acquired  their shares,
warrants  and  Exchangeable   Term  Note  in  private   placements  of  (i)  the
Exchangeable  Term Note and 350,000  warrants  that we completed on December 15,
2000 (ii) 50,000  shares and 50,000  warrants  that we  completed  on August 22,
2000,  (iii) 500,000 shares and 500,000  warrants that we completed on August 4,
2000,  (iv) 325,339  warrants  that we  completed on March 31, 2000,  (v) 83,333
warrants  that we  completed  on March 3, 2000,  (vi)  75,000  warrants  that we
completed on February 15, 2000,  and (vii)  100,000  shares that we completed on
December 29, 1997.

         Of the common shares offered hereby, 650,000 are currently owned by the
selling  shareholders  and 1,383,672  are issuable upon exercise of  outstanding
warrants.  The remaining  10,027,170  offered shares relate to the  Exchangeable
Term Note, which is exchangeable into our common shares.

         For  purposes of this  prospectus,  we have  assumed that the number of
shares  issuable  upon  exercise of each of the warrants is the number stated on
the face thereof.  The number of shares  issuable upon exercise of the warrants,

                                       12



and  available  for  resale  hereunder,  is  subject  to  adjustment  and  could
materially  differ from the estimated  amount  depending on the  occurrence of a
stock split, stock dividend,  or similar transaction  resulting in an adjustment
in the number of shares subject to the warrants.

         For purposes of this  prospectus,  we have also assumed that 10,027,170
shares would be issued upon exercise of exchange  rights under the  Exchangeable
Term Note,  which is the 150% of the number of shares  that will be issued if we
do not prepay or redeem any amounts due under the  Exchangeable  Term Note,  the
holder of the Exchangeable  Term Note exercises all exchange rights  immediately
upon accrual and the exchange rate remains at $1.15623, as it was on the date we
filed the initial  registration  statement of which this  prospectus  is a part.
Nonetheless,  the number of shares  issuable  upon  exchange of accrued  monthly
payments under the Exchangeable  Term Note, and available for resale  hereunder,
is subject to adjustment and could  materially  differ from the estimated amount
depending  variations in the market price of our common  shares,  any partial or
complete  redemption of the Exchangeable  Term Note or the occurrence of a stock
split, stock dividend,  or similar transaction resulting in an adjustment in the
number of shares  issuable upon exchange of accrued  monthly  payments under the
Exchangeable Term Note.

                  Beneficial Ownership of Selling Shareholders

         The table that begins on the top of the next page sets forth, as of the
date of this prospectus:

o        the name of each selling shareholder,
o        certain  beneficial  ownership  information with respect to the selling
         shareholders,
o        the number of shares that may be sold from time to time by each selling
         shareholder pursuant to this prospectus, and
o        the amount  (and,  if one percent or more,  the  percentage)  of common
         shares to be owned by each selling  shareholder  if all offered  shares
         are sold.

Beneficial  ownership is determined  in accordance  with SEC rules and generally
includes  voting or investment  power with respect to securities.  Common shares
that are issuable upon the exercise of  outstanding  options,  warrants or other
purchase rights,  to the extent  exercisable  within 60 days of the date of this
prospectus,  are treated as  outstanding  for purposes of computing each selling
shareholder's percentage ownership of outstanding common shares.

                                       13




                                                                                            Shares Beneficially Owned
                                         Beneficial Ownership                                 upon Completion of the
                                          Prior to Offering                                        Offering(1)
                                   ---------------------------------                       -----------------------------
      Beneficial Owner                Number of         Percent(2)        Number of        Number of        Percent
                                                                        Shares Being
                                       Shares                              Offered           Shares
------------------------------     ----------------    -------------    --------------     -----------    ------------

                                                                                            
Doral 18, LLC                           350,000(3)         1.8%            10,377,170          0              --

Louis Schnur                          1,662,670(4)         8.3%               750,000         912,670        4.7%

MBRT Trust(5)                           412,500(6)         2.1%               350,000          62,500          *

Gibson Family Limited
Partnership                             100,000(7)          *                 100,000          0              --

Anderson LLC                            250,261(8)         1.3%               250,261          0              --

Toyota on Western, Inc.                  83,333(9)          *                  83,333          0              --

De Jong & Associates, Inc.              75,000(10)          *                  75,000          0              --

Ladenburg   Thalmann  &  Co.,           75,078(11)          *                  75,078          0              --
Inc.

All Selling  Shareholders  as      2,925,509(3)(12)       13.9%            12,060,842         975,170         5%
a Group
---------------------


* Represents less than one percent of the outstanding common shares.
(1)      Assuming  the sale by each  selling  shareholder  of all of the  shares
         offered  hereunder  by  such  selling  shareholder.  There  can  be  no
         assurance that any of the shares offered hereby will be sold.
(2)      The percentages set forth above have been computed  assuming the number
         of common shares outstanding equals the sum of (a) 19,224,318, which is
         the number of common shares actually outstanding on March 31, 2001, and
         (b) common shares subject to exercisable  warrants and exchange  rights
         with respect to which such percentage is calculated.
(3)      Includes  350,000  common  shares  issuable by us upon the  exercise of
         warrants held by Doral 18, LLC. Does not include  shares  issuable upon
         exercise of the exchange rights that may accrue under the  Exchangeable
         Term Note held by Doral. As further  discussed in "--Private  Placement
         of Shares, Warrants and Notes--Doral 18, LLC" below, if we elect not to
         redeem the monthly  payment amount we owe under the  Exchangeable  Term
         Note,  on each due  date,  the  holder  of the  Exchangeable  Term Note
         automatically will receive the right to exchange (immediately or at any
         later date  during the term) the  monthly  payment  amount  into common
         shares at the  applicable  exchange  price.  The exchange price for any
         date is the lesser of (a) a fixed exchange  price of $3.00,  subject to
         adjustment,  and (b) the  average of the  lowest  three  daily  trading
         prices of the common  shares  during the 15 trading  days ending on the
         day before an exchange right is exercised.  For an  illustration of how
         many common shares would be issuable under the  Exchangeable  Term Note
         if the  market  price of our  common  shares  were to remain at various
         price  levels  during  the  term of the  Exchangeable  Term  Note,  see
         "--Private  Placement  of Shares,  Warrants  and Notes - Doral 18, LLC"
         below.  As required by a registration  rights  agreement with Doral, we
         have  registered  10,027,170  common  shares on  behalf  of Doral  with
         respect to the Exchangeable Term Note,  representing 150% of the number
         of shares that would be issuable to Doral were all  exchange  rights to
         vest  and be  exercised  on the  date the  initial  draft  registration
         statement of which this prospectus is a part was filed.
(4)      Includes  712,500  common  shares  issuable by us upon the  exercise of
         warrants held by Mr. Schnur and 83,333 common shares  issuable upon the
         exercise of warrants owned by Toyota On Western,  Inc., an affiliate of
         Mr. Schnur.

                                       14


(5)      The MBRT Trust is an irrevocable  trust established by William P. Long,
         President of the Company, and is administered by an independent trustee
         for the benefit of the children of Mr.  Long.  Mr. Long  disclaims  any
         beneficial interest in the common shares owned by the MBRT Trust.
(6)      Includes  125,000  common  shares  issuable by us upon the  exercise of
         warrants held by such entity.
(7)      Includes  50,000  common  shares  issuable  by us upon the  exercise of
         warrants held by such entity.
(8)      Includes  250,261  common  shares  issuable by us upon the  exercise of
         warrants held by such entity.
(9)      Includes  83,333  common  shares  issuable  by us upon the  exercise of
         warrants  held by such  entity.  Said  shares are also  listed as being
         beneficially owned by Mr. Schnur who is an affiliate of such entity.
(10)     Includes  75,000  common  shares  issuable  by us upon the  exercise of
         warrants held by such entity.
(11)     Includes  75,078  common  shares  issuable  by us upon the  exercise of
         warrants held by such entity.
(12)     Includes  1,721,172  common shares  issuable by us upon the exercise of
         warrants held by the selling shareholders.

         Doral 18, LLC is a Cayman Islands limited liability company and private
investment  fund that is owned by all of its investors and managed by JE Matthew
LLC. JE Matthew LLC, of which David White and John Fern are managers, has voting
and  investment  control over the shares listed above as  beneficially  owned by
Doral 18, LLC.

         MBRT  Trust is a  Cayman  Islands  private  trust  established  for the
benefit of the children of William P. Long,  President of Altair, and is managed
by its trustee,  United European Bank. On behalf of United European Bank, Shayne
Davis  has  voting  and  investment  control  over the  shares  listed  above as
beneficially owned by MBRT Trust.

         Gibson Family Limited Partnership is a family-owned limited partnership
that is  owned  by all of its  investors  and  managed  by Tom  Gibson,  general
partner.  Tom Gibson has voting and  investment  control over the shares  listed
above as beneficially owned by Gibson Family Limited Partnership.

         Anderson  LLC is a Cayman  Islands  limited  liability  company that is
managed  by  Navigator  Management  Ltd..  David  Sims,  Director  of  Navigator
Management Ltd., has voting and investment  control over the shares listed above
as beneficially owned by Anderson LLC.

         Toyota on  Western,  Inc.  is an  Illinois  corporation  owned by Louis
Schnur and Judy Schnur. Louis Schnur,  President of Toyota on Western, Inc., has
voting and investment control over the shares listed above as beneficially owned
by Toyota on Western, Inc.

         De Jong & Associates,  Inc. is a California  corporation  and operating
business  that is owned  and  controlled  by Ron de  Jong,  who has  voting  and
investment control over the shares listed above as beneficially owned by de Jong
& Associates, Inc.

         Ladenburg  Thalmann & Co.,  Inc. is a  corporation  engaged in the full
service  investment  banking and brokerage  business.  The board of directors of
Ladenburg Thalmann & Co., Inc. has voting and investment control over the shares
listed above as beneficially owned by Ladenburg Thalmann Co., Inc.

         We believe that the selling  shareholders who are individuals have sole
voting and  investment  power with respect to all shares  shown as  beneficially
owned by them.  We believe  that  voting and  investment  power with  respect to
shares  shown as  beneficially  owned by selling  shareholders  who are entities
resides with the individuals  identified in the preceding seven paragraphs.There
can be no assurance that any of the shares offered hereby will be sold.

                                       15


                 Private Placement of Shares, Warrants and Notes

Doral 18, LLC
-------------

         On December 15, 2000, pursuant to a securities  purchase agreement,  we
sold Doral 18, LLC a warrant to purchase  350,000 common shares and a $7,000,000
10% Asset-Backed Exchangeable Term Note.

         The warrant has an exercise  price of $3.00,  and is exercisable at any
time on or before the earlier of (a) December 15, 2005, and (b) the date 60 days
after we provide notice to the holder that the market price of the common shares
has been equal to or greater than $12.00 for five consecutive days. The exercise
price is subject to reduction  pursuant to a formula set forth in the warrant at
any time we sell common shares or grant a security or right  exercisable  for or
convertible  into  common  shares  at a  purchase  price  which is less than the
current  exercise  price (with  exceptions  for existing stock options and other
specified  transactions).  The  warrant  also  includes  standard  anti-dilution
provisions  pursuant  to which the  exercise  price and number of common  shares
issuable thereunder are adjusted  proportionately in the event of a stock split,
stock dividend, recapitalization or similar transaction.

         The Exchangeable Term Note is in the principal amount of $7,000,000 and
bears interest at a rate of 10% per annum.  Under the Exchangeable Term Note, we
are required to make monthly payments on or before the 15th day of each calendar
month  in  the  principal  amount  of  $291,667  plus  accrued   interest.   The
Exchangeable Term Note is due and payable in full on December 15, 2003.

         We may redeem the monthly  payment  amounts at any time  throughout the
term of the Exchangeable Term Note. In addition,  we may prepay the Exchangeable
Term Note in $250,000 increments at any time at a price equal to 115% of the sum
of  outstanding  principal and accrued  interest.  If we elect not to redeem the
monthly payment amount,  on each due date, the holder of the  Exchangeable  Term
Note  automatically  will receive the right to exchange  (immediately  or at any
later date during the term) the monthly payment amount into common shares at the
applicable  exchange price. The exchange price for any date is the lesser of (a)
a fixed exchange price of $3.00,  subject to adjustment,  and (b) the average of
the lowest three daily trading prices of the common shares during the 15 trading
days ending on the day before an exchange right is exercised.

         The fixed exchange price is subject to reduction  pursuant to a formula
set forth in the  Exchangeable  Term Note at any time we sell  common  shares or
issue a security or grant a right  exercisable  for or  convertible  into common
shares at a purchase  price which is less than the current fixed  exchange price
(with  exceptions for existing stock options and other specified  transactions).
The  Exchangeable  Term Note also  includes  standard  anti-dilution  provisions
pursuant  to which the  exercise  price and  number  of common  shares  issuable
thereunder  are adjusted  proportionately  in the event of a stock split,  stock
dividend, recapitalization or similar transaction.

                                       16


           Upon the occurrence of a default or specified major corporate  event,
the holder of the  Exchangeable  Term Note has the right to exchange  the entire
principal  balance of the  Exchangeable  Term Note for common  shares.  Upon the
occurrence  of other  specified  events,  we are  required to redeem the monthly
payment amount in cash at 120% of face value.

         The  Exchangeable  Term Note is secured  by a pledge of the  equipment,
intellectual  property  and  common  stock  of  Altair  Technologies,   Inc.,  a
second-tier   wholly-owned   subsidiary  of  Altair  International  Inc.  Altair
Technologies,  Inc.  owns and  operates the titanium  processing  technology  we
acquired in 1999. The Exchangeable  Term Note is also secured by a pledge of the
common  stock of Mineral  Recovery  Systems,  Inc.,  which owns and operates our
leasehold interests in the Camden, Tennessee area.

         Pursuant to a registration  rights  agreement  dated as of December 15,
2000, we are obligated to file a registration  statement  registering the shares
issuable to Doral in connection with the Exchangeable Term Note and the warrant.

         In order to illustrate the relationship between the market price of our
common  shares and the number of common  shares  issuable  upon  exchange of the
monthly payment amounts on the Exchangeable  Term Note, the following table sets
forth how many  additional  common  shares would be issued upon  exchange of the
entire  exchangeable  amount of the Exchangeable Term Note if the average of the
lowest three daily  trading  prices during the 15 trading days ending on the day
before an exchange  rate is exercised  were (a) $3.00 or greater,  (b) $2.50 per
share, (c) $2.00 per share,  (d) $1.00 per share,  and (e) $.50 per share.  Such
prices are selected for illustration purposes only and do not reflect our actual
estimate of the average of the lowest three daily  trading  prices during any 15
trading day period.




                                              Assumed Average of Lowest Three Trading Prices Throughout the Term
                                              $3.00 or         $2.50          $2.00           $1.00           $.50
                                              Greater

                                                                                            
                    Shares Issuable(1)       2,576,388       3,091,666      3,864,583       7,729,166      15,458,332

          Percentage of Outstanding(2)
                         Common Shares         11.8%           13.8%          16.7%           28.7%          44.5%


         (1) Assumes that shareholder  approval is obtained for the issuance the
         transaction  in which we issued the  Exchangeable  Term  Note,  that no
         principal  or  interest  is  redeemed  with cash or  prepaid,  that all
         exchange  rights are exercised on the date of accrual,  that no default
         occurs and that no penalties or premiums are required to be paid.

         (2)  Represents  percentage  of  outstanding  common  shares  following
         exchange assuming the 19,244,318 common shares,  the number outstanding
         on March 31, 2001, are outstanding on the date of exercise.

Louis Schnur
------------

         Louis Schnur acquired  375,000 common shares and 375,000  warrants in a
private placement  pursuant to the terms of a stock purchase  agreement dated as
of August 4, 2000. The 375,000  warrants  include  warrants to purchase  187,500


                                       17


common shares at an exercise price of $5 at any time prior to the earlier of (i)
the fifth  anniversary  of the date the  registration  statement  of which  this
prospectus is a part is first effective, and (ii) the date thirty days following
the fifth day  (whether  or not  consecutive)  the  closing  price of the common
shares equals or exceeds $7.00 and warrants to purchase 187,500 common shares at
an  exercise  price of $4 at any  time  prior to the  earlier  of (i) the  fifth
anniversary of the date the registration statement of which this prospectus is a
part is first  effective,  and (ii) the date thirty days following the fifth day
(whether or not  consecutive)  the closing  price of the common shares equals or
exceeds $6.00. The warrants include standard  anti-dilution  provisions pursuant
to which the exercise price and number of shares issuable thereunder is adjusted
proportionately in the event of a stock split, stock dividend,  recapitalization
or  similar  transaction.  The  shares  that  may be  offered  pursuant  to this
prospectus include the 375,000 common shares issued to Mr. Schnur and the common
shares issuable upon the exercise of the warrants.

         Pursuant to a registration  rights agreement dated as of August 4, 2000
and entered  into in  conjunction  with the Schnur  purchase  agreement,  we are
obligated to file a registration  statement  registering the common shares,  and
shares issuable upon the exercise of warrants,  acquired by Mr. Schnur on August
4, 2000.

MBRT Trust
----------

         MBRT Trust,  an  irrevocable  trust for the benefit of the  children of
William P. Long,  President of the Company,  acquired  125,000 common shares and
125,000  warrants  in a  private  placement  pursuant  to the  terms  of a stock
purchase  agreement  dated as of August 4, 2000.  The 125,000  warrants  include
warrants to purchase 62,500 common shares at an exercise price of $5 at any time
prior to the earlier of (i) the fifth  anniversary of the date the  registration
statement of which this  prospectus is a part is first  effective,  and (ii) the
date thirty  days  following  the fifth day  (whether  or not  consecutive)  the
closing  price of the common  shares  equals or exceeds  $7.00 and  warrants  to
purchase  62,500 common  shares at an exercise  price of $4 at any time prior to
the earlier of (i) the fifth anniversary of the date the registration  statement
of which this prospectus is a part is first effective,  and (ii) the date thirty
days following the fifth day (whether or not  consecutive)  the closing price of
the common  shares  equals or  exceeds  $6.00.  The  warrants  include  standard
anti-dilution  provisions  pursuant  to which the  exercise  price and number of
shares issuable  thereunder is adjusted  proportionately in the event of a stock
split, stock dividend,  recapitalization or similar transaction. The shares that
may be offered pursuant to this prospectus  include the 125,000 shares issued to
MBRT Trust and the 125,000 shares issuable upon the exercise of the warrants. In
addition,  the shares that may be offered  pursuant to this  prospectus  include
100,000  shares  acquired  by MBRT  Trust in a private  placement  completed  on
December  29, 1997 and  previously  registered  on  registration  statement  no.
333-45511.

         Pursuant to a registration  rights agreement dated as of August 4, 2000
and  entered  into in  conjunction  with the  MBRT  purchase  agreement,  we are
obligated to file a registration  statement  registering the common shares,  and
shares  issuable  upon the exercise of  warrants,  acquired by the MBRT Trust on
August 4, 2000.

                                       18


Gibson Family Limited Partnership
---------------------------------

         Gibson Family  Limited  Partnership  acquired  50,000 shares and 50,000
warrants  in a  private  placement  pursuant  to the  terms of a stock  purchase
agreement dated as of August 22, 2000. The 50,000 warrants  include  warrants to
purchase  25,000 common  shares at an exercise  price of $5 at any time prior to
the earlier of (i) the fifth anniversary of the date the registration  statement
of which this prospectus is a part is first effective,  and (ii) the date thirty
days following the fifth day (whether or not  consecutive)  the closing price of
the common shares equals or exceeds $7.00 and warrants to purchase 25,000 common
shares at an  exercise  price of $4 at any time prior to the  earlier of (i) the
fifth  anniversary  of  the  date  the  registration  statement  of  which  this
prospectus is a part is first effective, and (ii) the date thirty days following
the fifth day  (whether  or not  consecutive)  the  closing  price of the common
shares equals or exceeds  $6.00.  The warrants  include  standard  anti-dilution
provisions  pursuant to which the exercise  price and number of shares  issuable
thereunder  is adjusted  proportionately  in the event of a stock  split,  stock
dividend,  recapitalization  or  similar  transaction.  The  shares  that may be
offered  pursuant to this prospectus  include the 50,000 common shares issued to
the Gibson Family Limited  Partnership  and the common shares  issuable upon the
exercise of the warrants.

         Pursuant to a registration rights agreement dated as of August 22, 2000
and entered into in conjunction  with the Gibson Family purchase  agreement,  we
are obligated to file a registration  statement  registering  the common shares,
and shares issuable upon the exercise of warrants, acquired by the Gibson Family
Limited Partnership on August 22, 2000.

De Jong and Associates
----------------------

         De Jong &  Associates,  Inc.  acquired  75,000  warrants  in a  private
placement  pursuant to the terms of a consulting  agreement dated as of February
15, 2000 in consideration of consulting  services provided to us by de Jong. The
warrants have an exercise  price of $4.00 per share and are  exercisable  at any
time on or before February 15, 2003. The warrants include standard anti-dilution
provisions  pursuant to which the exercise  price and number of shares  issuable
thereunder  is adjusted  proportionately  in the event of a stock  split,  stock
dividend,  recapitalization  or  similar  transaction.  The  shares  that may be
offered  pursuant  to this  prospectus  include  the  shares  issuable  upon the
exercise of such  warrants.  The common  shares  issuable  upon  exercise of the
warrants were previously registered on registration statement no. 333-36462.

Toyota on Western, Inc.
-----------------------

         Toyota on Western, Inc. acquired 83,333 warrants in a private placement
pursuant to the terms of a stock purchase  agreement  dated as of March 3, 2000.
Pursuant  to the Toyota  purchase  agreement,  among  other  things,  we granted
warrants to purchase  83,333 shares at the exercise  price of $8.00 per share on
or  before  the  earlier  of (i)  March 3,  2004 and (ii) the date  thirty  days
following  the fifth day  (whether or not  consecutive)  the closing  price of a
common  share on the  Nasdaq  National  Market  equals or  exceeds  $10.00.  The
warrants  include  standard  anti-dilution  provisions  pursuant  to  which  the
exercise   price  and  number  of  shares   issuable   thereunder   is  adjusted
proportionately in the event of a stock split, stock dividend,  recapitalization


                                       19



or  similar  transaction.  The  shares  that  may be  offered  pursuant  to this
prospectus include the common shares issuable upon the exercise of the warrants.
The common  shares  issuable  upon  exercise  of the  warrants  were  previously
registered on registration statement no. 333-36462.

Ladenburg Thalmann & Co., Inc.
------------------------------

         On March 31, 2000, the Company granted  Ladenburg  Thalmann & Co., Inc.
75,078 Series N Warrants in return for serving as placement  agent in connection
with a private  placement of common  shares as of March 31,  2000.  The warrants
permit  Ladenburg to purchase up to 75,078 shares at an exercise  price of $6.75
(or  pursuant  to a cashless  exercise  provision)  at any time on or before the
earlier of (i) March 31, 2003 and (ii) the date thirty days  following the fifth
day  (whether or not  consecutive)  the closing  price of a common  share on the
Nasdaq National Market equals or exceeds $9.00. The cashless exercise  provision
permits the holder,  in lieu of paying the exercise price, to tender the warrant
certificate and receive a number of common shares equal in market value (defined
to be the previous 10 days average closing bid price) to the difference  between
the aggregate  market value of the common  shares  issuable upon exercise of the
warrant,  and the aggregate  cash exercise  price of the common shares  issuable
upon exercise of the warrant.

         The warrants  include  standard  anti-dilution  provisions  pursuant to
which the exercise  price and number of shares  issuable  thereunder is adjusted
proportionately in the event of a stock split, stock dividend,  recapitalization
or  similar  transaction.  The  shares  that  may be  offered  pursuant  to this
prospectus  include the common shares issuable upon the exercise of the warrant.
The common  shares  issuable  upon  exercise  of the  warrants  were  previously
registered by the Company on registration statement no. 333-36462.

Anderson LLC
------------

         Anderson LLC acquired 250,261 warrants in a private placement  pursuant
to the terms of a common stock  purchase  agreement  dated as of March 31, 2000.
Pursuant to the Anderson  purchase  agreement,  we granted Anderson  warrants to
purchase  250,261  shares at an  exercise  of $6.75 per share (or  pursuant to a
cashless  exercise  provision)  at any time on or  before  March 31,  2003.  The
cashless  exercise  provision permits the holder, in lieu of paying the exercise
price,  to tender the warrant  certificate and receive a number of common shares
equal in market value  (defined to be the  previous 10 days average  closing bid
price) to the difference between the aggregate market value of the common shares
issuable upon exercise of the warrant,  and the aggregate cash exercise price of
the common shares issuable upon exercise of the warrant.

         The warrants  include  standard  anti-dilution  provisions  pursuant to
which the exercise  price and number of shares  issuable  thereunder is adjusted
proportionately in the event of a stock split, stock dividend,  recapitalization
or  similar  transaction.  The  shares  that  may be  offered  pursuant  to this
prospectus include the common shares issuable upon the exercise of the warrants.
The common  shares  issuable  upon  exercise  of the  warrants  were  previously
registered on registration statement no. 333-36462.

                                       20


                              PLAN OF DISTRIBUTION

         The Shares. The shares offered by this prospectus may be sold from time
to time by the  selling  shareholders,  who  consist  of the  persons  named  as
"selling shareholders" above and those persons' pledgees, donees, transferees or
other  successors  in interest.  The selling  shareholders  may sell the offered
shares on the Nasdaq  National  Market,  or  otherwise,  at market  prices or at
negotiated  prices.  They  may  sell  shares  by  one  or a  combination  of the
following:

          o  a block trade in which a broker or dealer so engaged  will  attempt
             to sell the offered shares as agent,  but may position and resell a
             portion of the block as principal to facilitate the transaction;

          o  purchases  by a broker  or dealer as  principal  and  resale by the
             broker or dealer for its account pursuant to this prospectus;

          o  ordinary brokerage  transactions and transactions in which a broker
             solicits purchasers;  o an exchange distribution in accordance with
             the rules of such exchange; o privately negotiated transactions;  o
             if such a sale  qualifies,  in accordance with Rule 144 promulgated
             under the Securities  Act rather than pursuant to this  prospectus;
             or o any other method permitted pursuant to applicable law.

          The selling shareholders may also sell shares by means of short sales.
Short sales  involve the sale by a selling  shareholder,  usually  with a future
delivery  date,  of common  shares that the seller does not own.  Covered  short
sales are sales made in an amount not greater than the number of shares  subject
to the short seller's  warrant,  exchange right or other right to acquire common
shares. A selling shareholder may close out any covered short position by either
exercising  its  warrants  or  exchange  rights  to  acquire  common  shares  or
purchasing  shares in the open market.  In  determining  the source of shares to
close  out the  covered  short  position,  a  selling  shareholder  will  likely
consider,  among other things, the price of common shares available for purchase
in the open  market as  compared  to the price at which it may  purchase  common
shares pursuant to its warrants or exchange rights.

          Naked  short  sales are any  sales in  excess of the  number of shares
subject to the short seller's warrant,  exchange right or other right to acquire
common  shares.  A selling  shareholder  must  close out any naked  position  by
purchasing  shares.  A naked  short  position  is more likely to be created if a
selling  shareholder  is  concerned  that there may be downward  pressure on the
price of the common shares in the open market.

          The existence of a significant  number of short sales generally causes
the price of the common shares to decline,  in part because it indicates  that a
number of market participants are taking a position that will profitable only if
the price of the common  shares  declines.  Purchases  to cover short sales may,
however,  increase  the  demand  for the  common  shares  and have the effect of
raising or maintaining the price of the common shares.

                                       21


          In  making   sales,   brokers  or  dealers   engaged  by  the  selling
shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from such selling  shareholders in
amounts to be negotiated  prior to the sale. Such selling  shareholders  and any
broker-dealers  that  participate  in  the  distribution  may  be  deemed  to be
"underwriters"  within the  meaning of Section  2(11) of the  Securities  Act of
1933, and any proceeds or  commissions  received by them, and any profits on the
resale  of shares  sold by  broker-dealers,  may be  deemed  to be  underwriting
discounts and commissions.  If a selling shareholder notifies us that a material
arrangement  has been entered into with a  broker-dealer  for the sale of shares
through a block trade,  special  offering,  exchange  distribution  or secondary
distribution  or a  purchase  by a broker or dealer,  we will file a  prospectus
supplement, if required pursuant to the Securities Act of 1933, setting forth:

          o the name of each of the participating broker-dealers,
          o the number of shares involved,
          o the price at which the offered shares were sold,
          o the  commissions  paid or  discounts or  concessions  allowed to the
            broker-dealers, where applicable;
          o a statement  to the effect that the  broker-dealers  did not conduct
            any  investigation to verify the information set out or incorporated
            by reference in this prospectus, and
          o any other facts material to the transaction.

             General.  We are paying the expenses  incurred in  connection  with
preparing and filing this prospectus and the registration  statement to which it
relates,  other than selling  commissions.  In addition,  in the event a selling
shareholder  effects  a short  sale of common  shares,  this  prospectus  may be
delivered  in  connection  with such short  sale and the shares  offered by this
prospectus  may be used to cover such short sale. To the extent,  if any, that a
selling shareholder may be considered an "underwriter" within the meaning of the
Securities  Act,  the  sale  of the  shares  by it  shall  be  covered  by  this
prospectus.

         We have not retained any  underwriter,  broker or dealer to  facilitate
the  offer  or  sale of the  offered  shares  offered  hereby.  We  will  pay no
underwriting  commissions or discounts in connection therewith,  and we will not
receive any proceeds from the sale of the offered shares.

         In order to comply  with the  securities  laws of  certain  states,  if
applicable,  the  offered  securities  will be sold in such  jurisdictions  only
through  registered  or licensed  brokers or dealers.  In  addition,  in certain
states the offered  shares may not be sold unless they have been  registered  or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available.

                        DESCRIPTION OF OFFERED SECURITIES

         For a description of the common shares offered hereunder,  please refer
to the description of the common shares provided in the  Registration  Statement
on Form 10-SB we filed with the SEC on November 25, 1996.

                                       22


                                  LEGAL MATTERS
         The  validity of the shares being  offered  hereby is being passed upon
for us by Goodman and Carr LLP, Ontario, Canada.

                                     EXPERTS
         The financial  statements  incorporated in this prospectus by reference
from our Annual  Report on Form 10-K for the year ended  December 31,  2000,  as
amended,  have been  audited by Deloitte & Touche LLP, as stated in their report
(which  report  included  an  unqualified  opinion and  included an  explanatory
paragraph  refering to our ability to  continue  as a going  concern),  which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their  authority as experts in accounting and
auditing.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
         As permitted by SEC rules,  this prospectus does not contain all of the
information that prospective investors can find in the Registration Statement or
the exhibits to the Registration Statement. The SEC permits us to incorporate by
reference into this prospectus  information  filed  separately with the SEC. The
information  incorporated by reference is deemed to be part of this  prospectus,
except as  superseded  or modified  by  information  contained  directly in this
prospectus or in a subsequently filed document that also is (or is deemed to be)
incorporated herein by reference.

         This prospectus incorporates by reference the documents set forth below
that we (File No.  1-12497) have  previously  filed with the SEC pursuant to the
Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act").  These
documents  contain  important  information  about the Company and its  financial
condition.

(a)               Our Annual Report on Form 10-K for the year ended December 31,
                  2000,  filed  with the SEC on April 2,  2001,  as  amended  by
                  Amendment No. 1 on Form 10-K/A filed with the SEC on April 17,
                  2001,  Amendment No.2 on Form 10-K/A filed with the SEC on May
                  2, 2001 and  Amendment No. 3 on Form 10-K/A filed with the SEC
                  on May 9, 2001.

(b)               Our Current Report on Form 8-K filed with the SEC on March 23,
                  2001,  as amended by an  Amendment  No. 1 on Form 8-K/A  filed
                  with the SEC on March 28, 2001.

(c)               Our  Current  Report  on  Form  8-K/A  filed  with  the SEC on
                  December  26, 2000,  as amended by an Amendment  No. 1 on Form
                  8-K/A filed with the SEC on April 18, 2001.

(d)               The  description  of  the  common  shares   contained  in  our
                  Registration  Statement  on Form  10-SB  filed with the SEC on
                  November 25,  1996,  including  any  amendment or report filed
                  under  the  Exchange  Act for the  purpose  of  updating  such
                  description.

         We hereby  incorporate  by  reference  all reports and other  documents
filed by us pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus and prior to the termination of this offering.

                                       23


                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly, and current reports, proxy statements,  and
other  information with the SEC. You may read and copy any reports,  statements,
or other  information  that the Company files at the SEC's Public Reference Room
at 450 Fifth  Street,  N.W.,  Washington,  D.C.  20549.  Please  call the SEC at
1-800-SEC-0330  for further  information on the Public  Reference  Room. The SEC
also maintains an Internet site (http://www.sec.gov) that makes available to the
public reports, proxy statements,  and other information regarding issuers, such
as the Company, that file electronically with the SEC.

         In addition,  we will provide,  without charge,  to each person to whom
this prospectus is delivered, upon written or oral request of any such person, a
copy of any or all of the  foregoing  documents  (other  than  exhibits  to such
documents  which  are  not  specifically   incorporated  by  reference  in  such
documents).  Please direct  written  requests for such copies to the Company c/o
Mineral  Recovery  Systems at 230 South Rock Boulevard,  Suite 21, Reno,  Nevada
89502,  U.S.A.,  Attention:  Ed Dickinson,  Chief Financial  Officer.  Telephone
requests  may be  directed  to the  office of the  Director  of Finance at (800)
897-8245.

         Our common shares are quoted on the Nasdaq  National  Market.  Reports,
proxy statements and other  information  concerning the Company can be inspected
and  copied  at the  Public  Reference  Room  of  the  National  Association  of
Securities Dealers, 1735 K Street, N.W., Washington, D.C. 20006.

                                       24




======================================================     ====================================================


                                                                        
We have not  authorized  any  dealer,  salesperson  or
other  person  to give any  information  or  represent
anything  not  contained  in  this  prospectus.   This
prospectus   does  not   offer  to  sell  or  buy  any                     12,060,842 Common Shares
securities in any  jurisdiction  where it is unlawful.
The  information  in this  prospectus is current as of
May 7, 2001.

         -----------------------
                                                                           ALTAIR INTERNATIONAL INC.

                                                                           12,060,842 COMMON SHARES






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

                                                                                  Prospectus
                                                                                ---------------







                                                                                  May 7, 2001


======================================================     ====================================================


                                       25


                                      II-10
                                      II-7
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution
----------------------------------------------------

The following  table sets forth the various  expenses of the offering,  sale and
distribution  of the  offered  securities  being  registered  pursuant  to  this
registration  statement  (the  "Registration  Statement").  All of the  expenses
listed  below  will be  borne  by the  Company.  All of the  amounts  shown  are
estimates except the SEC registration fees.


        Item                                                      Amount
        ----                                                      ------

        SEC Commission registration fees                          $5,911

        NASD registration fees                                   $17,500

        Accounting fees and expenses                             $30,000

        Legal fees and expenses                                  $30,000

        Blue Sky fees and expenses                                $3,000

        Printing Expenses                                         $1,000

        Miscellaneous Expenses                                    $2,589

                                                  Total:         $90,000

Item 15. Indemnification of Directors and Officers
--------------------------------------------------

Subsection 136(1) of the Business  Corporation Act, Ontario (the "Act") provides
that a  corporation  may indemnify a director or officer of the  corporation,  a
former  director or officer of the  corporation or a person who acts or acted at
the corporation's  request as a director or officer of a body corporate of which
the  corporation  is or was a shareholder  or creditor,  and his heirs and legal
representatives,  against all costs,  charges and expenses,  including an amount
paid to settle an action or satisfy a  judgment,  reasonably  incurred by him or
her in respect of any civil,  criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of such corporation or body corporation, if,

(a) he acted honestly and in good faith with a view to the best interests of the
corporation; and

(b) in the case of a criminal or  administrative  action or  proceeding  that is
enforced by a monetary penalty, he had reasonable grounds for believing that his
or her conduct was lawful.

Subsection  136(2) of the Act provides that a corporation may, with the approval
of the court,  indemnify a person referred to in subsection 136(1) of the Act in
respect of an action by or on behalf of the  corporation  or body  corporate  to
procure a judgment  in its favor,  to which the person is made a party by reason
of being or having  been a director  or an officer  of the  corporation  or body
corporate,  against all costs,  charges and expenses  reasonably incurred by the
person in connection  with such action if he fulfills the  conditions set out in
clauses 136(1)(a) and 136(1))(b) of the Act.

Subsection  136(3) of the Act provides  that despite  anything in section 136 of
the Act, a person  referred  to in  subsection  136(1) of the Act is entitled to
indemnity  from the  corporation  in respect of all costs,  charges and expenses
reasonably incurred by him in connection with the defense of any civil, criminal
or administrative  action or proceeding to which he is made a party by reason of
being or having been a director or officer of the corporation or body corporate,
if the person seeking indemnity,

                                       II-1


(a) was  substantially  successful on the merits in his defense of the action or
proceeding; and

(b) fulfills the  conditions  set out in clauses  136(1)(a) and 136(1)(b) of the
Act.

Subsection  136(4) of the Act  provides  that a  corporation  may  purchase  and
maintain  insurance  for the  benefit of any person  referred  to in  subsection
136(1) of the Act against any liability incurred by the person,

(a) in his  capacity as a director or officer of the  corporation,  except where
the liability  relates to the person's failure to act honestly and in good faith
with a view to the best interests of the corporation; or

(b) in his capacity as a director or officer of another body corporate where the
person acts or acted in that capacity at the corporation's request, except where
the liability  relates to the person's failure to act honestly and in good faith
with a view to the best interests of the body corporate.

Subsection 136(5) of the Act provides that a corporation or a person referred to
in subsection 136(1) of the Act may apply to the court for an order approving an
indemnity  under  section 136 of the Act and the court may so order and make any
further order it thinks fit.

Subsection  136(6) of the Act provides that upon an application under subsection
136(5) of the Act,  the court  may  order  notice to be given to any  interested
person  and such  person  is  entitled  to  appear  and be heard in person or by
counsel.

The  Company's  By-laws,  as amended,  provide that  subject to  subsection 2 of
section 147 of the Act, every director and officer of the Company and his heirs,
executors,  administrators and other legal personal  representatives shall, from
time to time, be indemnified  and saved harmless by the Company from and against
any liability and all costs,  charges and expenses that such director or officer
sustains or incurs in respect of any action, suit or proceeding that is proposed
or commenced  against him for or in respect of anything done or permitted by him
in respect  of the  execution  of the duties of his office and all other  costs,
charges and expenses that he sustains or incurs in respect of the affairs of the
Company,  except such costs,  charges or expenses as are  occasioned  by his own
willful neglect or default.  In addition,  the board of directors of the Company
has  passed,  and the  shareholders  have  confirmed,  several  special  By-laws
authorizing  the board of  directors,  among other  things,  to borrow money and
issue bonds or  debentures  and to secure any such  borrowing by  mortgaging  or
pledging  all or part of the  Company's  assets.  The  special  By-laws  further
authorize  the  board of  directors  to  delegate  the  foregoing  powers to any
director or officer and to give indemnities to any such director or other person
acting on behalf of the  Company  and secure  any such  person  against  loss by
giving him by way of  security a mortgage  or charge  upon all of the  currently
owned  or  subsequently  acquired  property,  undertakings,  and  rights  of the
Company.

Pursuant to an employment  agreement with William P. Long, the President,  Chief
Executive  Officer  and a director  of the  Company,  the  Company has agreed to
assume all  liability  for and to indemnify,  protect,  save,  and hold Dr. Long
harmless from and against any and all losses, costs, expenses,  attorneys' fees,
claims, demands, liability, suits, and actions of every kind and character which
may be imposed upon or incurred by Dr. Long on account of,  arising  directly or
indirectly  from,  or in any  way  connected  with  or  related  to  Dr.  Long's
activities  as an officer and member of the board of  directors  of the Company,
except as arise as a result of fraud,  felonious  conduct,  gross  negligence or
acts of moral turpitude on the part of Dr. Long. In addition,  Mineral  Recovery
Systems,  Inc. ("MRS"), a wholly-owned  subsidiary of the Company, has agreed to
assume all  liability  for and to indemnify,  protect,  save,  and hold harmless
Patrick  Costin (Vice  President  of the Company and  President of MRS) from and
against any and all losses, costs, expenses,  attorneys' fees, claims,  demands,
liabilities,  suits and actions of every kind and character which may be imposed
on or incurred by Mr. Costin on account of, arising directly or indirectly from,
or in any way connected with Mr.  Costin's  activities as manager,  officer,  or
director of MRS or the Company.

Indemnification  may be granted pursuant to any other agreement,  bylaw, or vote
of  shareholders  or  directors.  In  addition  to the  foregoing,  the  Company
maintains  insurance  through a commercial  carrier against certain  liabilities


                                     II-2



which may be incurred by its directors and officers.  The foregoing  description
is  necessarily  general  and  does  not  describe  all  details  regarding  the
indemnification of officers, directors or controlling persons of the Company.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act, and is, therefore,  unenforceable. In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the  Company of expenses  incurred or paid by a director,  officer or
controlling person of the Company in the successful defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

Item 16. Exhibits.

The following exhibits required by Item 601 of Regulations S-K promulgated under
the  Securities  Act have been included  herewith or have been filed  previously
with the SEC as indicated below.




  Exhibit No.                    Description                                 Incorporated by Reference/
                                                                        Filed Herewith (and Sequential Page #)
----------------    ----------------------------------------    -------------------------------------------------------

                                                          
                                                                Incorporated  by reference to  Registration  Statement
      4.1           Form of Common Stock Certificate            on Form 10-SB  filed with the  Commission  on November
                                                                25, 1996, File No. 1-12497.

                                                                Incorporated  by  reference to the  Company's  Current
      4.2           Form of Warrant (Anderson)                  Report on Form 8-K filed with the  Commission on April
                                                                24, 2000, File No. 1-12497.

                                                                Incorporated    by   reference   to   the    Company's
      4.3           Form of  Series M  Warrant  (Toyota  On     Registration  Statement  on Form  S-3  filed  with the
                    Western)                                    Commission on May 5, 2000, File No. 333-36462.

                                                                Incorporated    by   reference   to   the    Company's
      4.4           Form of de Jong Warrant                     Registration  Statement  on Form  S-3  filed  with the
                                                                Commission on May 5, 2000, File No. 333-36462.

                                                                Incorporated    by   reference   to   the    Company's
      4.5           Form of Series N Warrant (Ladenburg)        Registration  Statement  on Form  S-3  filed  with the
                                                                Commission on May 5, 2000, File No. 333-36462.

                    Shareholders   Rights  Plan   Agreement
                    dated   November  27,   1998,   between     Incorporated  by  reference to the  Company's  Current
      4.6           Altair  International  Inc.  and Equity     Report  on Form  8-K  filed  with  the  Commission  on
                    Transfer Services Inc.                      December 29, 1998, File No. 1-12497.

                    Amended   and   Restated    Shareholder
                    Rights  Plan dated  October  15,  1999,     Incorporated  by  reference to the  Company's  Current
      4.7           between    the   Company   and   Equity     Report  on Form  8-K  filed  with  the  Commission  on
                    Transfer Services, Inc.                     November 19, 1999, File No. 1-12497.

                                                                Incorporated  by  reference to the  Company's  Current
                                                                Report  on Form  8-K  filed  with  the  Commission  on
      4.8           Form of Doral Warrant                       December  26, 2000,  as amended by Amendment  No. 1 on
                                                                Form 8-K/A filed with the Commission on April 18,2001,
                                                                File No. 1-12497



                                      II-3





  Exhibit No.                    Description                                 Incorporated by Reference/
                                                                        Filed Herewith (and Sequential Page #)
----------------    ----------------------------------------    -------------------------------------------------------

                                                          
                                                                Incorporated  by  reference to the  Company's  Current
                                                                Report  on Form  8-K  filed  with  the  Commission  on
      4.9           Asset-backed   Exchangeable  Term  Note     December  26, 2000,  as amended by Amendment  No. 1 on
                    dated December 15, 2000                     Form  8-K/A  filed  with the  Commission  on April 18,
                                                                2001, File No. 1-12497.

                                                                Incorporated  by reference to the Company's  Quarterly
     4.10           Form of Series 2000B Warrant                Report  on Form  10-Q  filed  with the  Commission  on
                                                                November 14, 2000, File No. 1-12497.

                                                                Incorporated  by reference to the Company's  Quarterly
     4.11           Form of Series 2000C Warrant                Report  on Form  10-Q  filed  with the  Commission  on
                                                                November 14, 2000, File No. 1-12497.

                                                                Incorporated by reference to Amendment No. 1 to the
        5           Opinion of  Goodman  and Carr LLP as to     Registration Statement on form S-3 filed with the
                    legality of securities offered              Commission on April 18, 2001, File No. 333-54092.

                                                                Incorporated  by  reference to the  Company's  Current
                                                                Report  on Form  8-K  filed  with  the  Commission  on
     10.1           Registration   Rights  Agreement  dated     December  26, 2000,  as amended by Amendment  No. 1 on
                    December 15, 2001 with Doral 18, LLC        Form  8-K/A  filed  with the  Commission  on April 18,
                                                                2001, File No. 1-12497.

                    Form of Registration  Rights  Agreement
                    (with  MBRT Trust  dated  August 4,  2000;  Incorporated  by reference to the Company's  Quarterly
     10.2           with Gibson Family Limited                  Report on Form 10-Q field with the Commission on
                    Partnership                                 November 15, 2000, File No. 1-12497.
                    dated  August  22,  2000;   with  Louis
                    Schnur August 4, 2000)

                                                                Incorporated by reference to the audit report contained
                                                                in the Company's Amendment No. 3 to Annual Report of
     23.1     Consent of McGovern, Harley, Cunningham, LLP      Form 10-K/A filed with the Commission on May 9, 2001,
                                                                File No. 1-12497.

                                                                Incorporated   by   reference   to  the  audit  report
                                                                contained in the  Company's  Amendment No. 3 to Annual
     23.2     Consent of Deloitte & Touche LLP                  Report on Form 10-K/A,  filed with the  Commission  on
                                                                May 9, 2001, File No. 1-12497.

     23.3     Consent of Goodman and Carr LLP                   Included in Exhibit No. 5.

                                                                Incorporated   by   reference   to  the   Registration
       24     Powers of Attorney                                Statement  on Form S-3 filed  with the  Commission  on
                                                                January 22, 2001, File No. 333-54092.
-----------------------


Item 17. Undertakings.
----------------------

(a)      The undersigned registrant hereby undertakes:

(1)      To file,  during any period in which  offers or sales are being made of
the  securities   registered   hereby,  a   post-effective   amendment  to  this
Registration Statement:

(i)     To  include  any  prospectus   required  by  section  10(a)(3)  of  the
Securities Act;

(ii)     To  reflect in the  prospectus  any facts or events  arising  after the
effective date of this registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration  Statement;
notwithstanding the foregoing,  any increase or decrease in volume of securities


                                       II-4


offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

(iii)    To  include  any  material  information  with  respect  to the  plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

(2)      That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(3)      To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)      The  undersigned  Company  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
that is incorporated by reference in the Registration  Statement shall be deemed
to be a new Registration  Statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company,  the  Company  has been  informed  that in the  opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act, and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-5


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Amendment No. 1
to  Registration  Statement  on Form  S-3/A to be  signed  on its  behalf by the
undersigned,  thereunto duly authorized,  in the City of Cody, State of Wyoming,
on May 5, 2001.

                            ALTAIR INTERNATIONAL INC.


                            By  /s/ William P. Long
                                -------------------
                                    William P. Long
                                    President and Chief Executive Officer




                              ADDITIONAL SIGNATURES


       Signature                                            Title                                       Date
       ---------                                            -----                                       ----

                                                                                               
 /s/ William P. Long                        President, Chief Executive Officer, and Director         May 5, 2001
------------------------                    (Principal Executive Officer and authorized
     William P. Long                        representative of the Company in the United States)



 /s/ Edward H. Dickinson                    Chief Financial Officer                                  May 5, 2001
------------------------                    (Principal Financial Officer and Principal
Edward H. Dickinson                         Accounting Officer)


/s/ James I. Golla*                         Secretary and Director                                   May 5, 2001
------------------------
April 16, 2001
James I. Golla


/s/ George E. Hartman*                      Director                                                 May 5, 2001
------------------------
George E. Hartman


/s/ Robert Sheldon*                         Director                                                 May 5-, 2001
------------------------
Robert Sheldon


* By: /s/ William P. Long
      ---------------------------------
      William P. Long, Attorney-in-Fact



                                       II-6


                                  EXHIBIT INDEX
                                  -------------




  Exhibit No.                    Description                                 Incorporated by Reference/
                                                                        Filed Herewith (and Sequential Page #)
----------------    ----------------------------------------    -------------------------------------------------------

                                                          
                                                                Incorporated  by reference to  Registration  Statement
      4.1           Form of Common Stock Certificate            on Form 10-SB  filed with the  Commission  on November
                                                                25, 1996, File No. 1-12497.

                                                                Incorporated  by  reference to the  Company's  Current
      4.2           Form of Warrant (Anderson)                  Report on Form 8-K filed with the  Commission on April
                                                                24, 2000, File No. 1-12497.

                                                                Incorporated    by   reference   to   the    Company's
      4.3           Form of  Series M  Warrant  (Toyota  On     Registration  Statement  on Form  S-3  filed  with the
                    Western)                                    Commission on May 5, 2000, File No. 333-36462.

                                                                Incorporated    by   reference   to   the    Company's
      4.4           Form of de Jong Warrant                     Registration  Statement  on Form  S-3  filed  with the
                                                                Commission on May 5, 2000, File No. 333-36462.

                                                                Incorporated    by   reference   to   the    Company's
      4.5           Form of Series N Warrant (Ladenburg)        Registration  Statement  on Form  S-3  filed  with the
                                                                Commission on May 5, 2000, File No. 333-36462.

                    Shareholders   Rights  Plan   Agreement
                    dated   November  27,   1998,   between     Incorporated  by  reference to the  Company's  Current
      4.6           Altair  International  Inc.  and Equity     Report  on Form  8-K  filed  with  the  Commission  on
                    Transfer Services Inc.                      December 29, 1998, File No. 1-12497.

                    Amended   and   Restated    Shareholder
                    Rights  Plan dated  October  15,  1999,     Incorporated  by  reference to the  Company's  Current
      4.7           between    the   Company   and   Equity     Report  on Form  8-K  filed  with  the  Commission  on
                    Transfer Services, Inc.                     November 19, 1999, File No. 1-12497.

                                                                Incorporated  by  reference to the  Company's  Current
                                                                Report  on Form  8-K  filed  with  the  Commission  on
      4.8           Form of Doral Warrant                       December  26, 2000,  as amended by Amendment  No. 1 on
                                                                Form 8-K/A filed with the Commission on April 18,2001,
                                                                File No. 1-12497



                                      II-7





                                  EXHIBIT INDEX
                                  -------------


  Exhibit No.                    Description                                 Incorporated by Reference/
                                                                        Filed Herewith (and Sequential Page #)
----------------    ----------------------------------------    -------------------------------------------------------

                                                          
                                                                Incorporated  by  reference to the  Company's  Current
                                                                Report  on Form  8-K  filed  with  the  Commission  on
      4.9           Asset-backed   Exchangeable  Term  Note     December  26, 2000,  as amended by Amendment  No. 1 on
                    dated December 15, 2000                     Form  8-K/A  filed  with the  Commission  on April 18,
                                                                2001, File No. 1-12497.

                                                                Incorporated  by reference to the Company's  Quarterly
     4.10           Form of Series 2000B Warrant                Report  on Form  10-Q  filed  with the  Commission  on
                                                                November 14, 2000, File No. 1-12497.

                                                                Incorporated  by reference to the Company's  Quarterly
     4.11           Form of Series 2000C Warrant                Report  on Form  10-Q  filed  with the  Commission  on
                                                                November 14, 2000, File No. 1-12497.

                                                                Incorporated by reference to Amendment No. 1 to the
        5           Opinion of  Goodman  and Carr LLP as to     Registration Statement on form S-3 filed with the
                    legality of securities offered              Commission on April 18, 2001, File No. 333-54092.

                                                                Incorporated  by  reference to the  Company's  Current
                                                                Report  on Form  8-K  filed  with  the  Commission  on
     10.1           Registration   Rights  Agreement  dated     December  26, 2000,  as amended by Amendment  No. 1 on
                    December 15, 2001 with Doral 18, LLC        Form  8-K/A  filed  with the  Commission  on April 18,
                                                                2001, File No. 1-12497.

                    Form of Registration  Rights  Agreement
                    (with  MBRT Trust  dated  August 4,  2000;  Incorporated  by reference to the Company's  Quarterly
     10.2           with Gibson Family Limited                  Report on Form 10-Q field with the Commission on
                    Partnership                                 November 15, 2000, File No. 1-12497.
                    dated  August  22,  2000;   with  Louis
                    Schnur August 4, 2000)

                                                                Incorporated by reference to the audit report contained
                                                                in the Company's Amendment No. 3 to Annual Report of
     23.1     Consent of McGovern, Harley, Cunningham, LLP      Form 10-K/A filed with the Commission on May 9, 2001,
                                                                File No. 1-12497.

                                                                Incorporated   by   reference   to  the  audit  report
                                                                contained in the  Company's  Amendment No. 1 to Annual
     23.2     Consent of Deloitte & Touche LLP                  Report on Form 10-K/A,  filed with the  Commission  on
                                                                May  9, 2001, File No. 1-12497.

     23.3     Consent of Goodman and Carr LLP                   Included in Exhibit No. 5.

                                                                Incorporated   by   reference   to  the   Registration
       24     Powers of Attorney                                Statement  on Form S-3 filed  with the  Commission  on
                                                                January 22, 2001, File No. 333-54092.
-----------------------


                                       II-8