Filed  pursuant  to
                                                     Rule   424(b)(3)
                                                     Registration   No 333-54092




                            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,  1,300,000  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  9,377,170  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 could have been required to issue to such selling shareholder pursuant to
a 10%  Asset-Backed  Exchangeable  Term Note.  Such  Exchangeable  Term Note was
terminated on December 28, 2001 after 824,799 common shares were issued upon the
exercise of exchange rights that accrued thereunder. No additional common shares
will be issued under the 10% Asset-Backed  Exchangeable  Term Note. 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 December 31,
2001,  the  closing  sale price of a common  share,  as  reported  by the Nasdaq
National Market, was $1.40 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 2 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 January 4, 2002





                                TABLE OF CONTENTS


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


FORWARD-LOOKING STATEMENTS...................................................9


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


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


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


SELLING SHAREHOLDERS........................................................13


PLAN OF DISTRIBUTION........................................................20


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


LEGAL MATTERS...............................................................22


EXPERTS.....................................................................22


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


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


                                       1


                                  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, and may never generate, significant operating revenues.
------------------------------------------------------------------------------

         To  date,  we  have  not  generated  any   significant   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
significant  revenues from the jig or the Tennessee  mineral property or that we
will generate significant revenues from the titanium processing technology.

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,  our losses
from operations in 2000 were  $6,647,367 and our losses from  operations  during
the first three-quarters of 2001 were $4,967,433. 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  September  30,  2001,  we had $17,728 in  unrestricted  cash and
$2,504,715  in  restricted  cash that is  securing  a letter  of  credit  and is
scheduled  to be  released  as the  outstanding  principal  balance is  reduced.
through In the  absence of  significant  revenue,  this  amount of capital  will
likely prove  insufficient  to complete the testing and  additional  development
work  necessary  to place the titanium  processing  technology  into  continuous
operation.  In addition,  we will likely need additional capital for 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 to 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;

                                       2


         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 than 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.

The sale of common shares  received upon exercise of exchange rights under notes
--------------------------------------------------------------------------------
or upon the exercise of warrants may place downward pressure on the market price
--------------------------------------------------------------------------------
of our common shares and encourage short selling.
-------------------------------------------------

         The exchange of exchange rights under existing and recently  terminated
notes and the  exercise of warrants  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 or warrants and, in  anticipation of a decline in the market price of our
common  shares,  engage in short  sales of our common  shares.  Such short sales
could further negatively affect the market price of our common shares.

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

         We have  pledged all of the  intellectual  property,  fixed  assets and
common  stock  of  Altair  Technologies,   Inc.,  our  second-tier  wholly-owned
subsidiary,  to secure  repayment  of a  $2,000,000  Secured Term Note issued on
December  28, 2001.  Altair  Technologies,  Inc.  owns and operates the titanium
processing  technology we acquired  from BHP Minerals in 1999.  The Secured 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 Secured Term Note,  severe remedies will be
available to the holder of the Secured Term Note,  including  immediate  seizure
and disposition of all pledged assets.

                                       3


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:

                                       4


         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.

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 TiO2
crystals that are  approximately  one-tenth the size of conventional  pigmentary
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.

         TiO2  nanoparticles  and other products we intend to initially  produce
with the titanium  processing  technology  generally  must be  customized  for a
specific  application  working in  cooperation  with the end user.  We are still
testing and customizing our TiO2 nanoparticle  products for various applications

                                       5


and  have no  long-term  agreements  with  end  users  to  purchase  any of TiO2
nanoparticle  products.  If we are  unable to  customize  our TiO2  nanoparticle
products to the  satisfaction  of customers  or  otherwise  unable to obtain any
long-term  commitments from end-users of our TiO2 nanoparticle  products, we may
be unable to recoup our  investment in the titanium  processing  technology  and
titanium processing equipment.

         In  addition,  the uses for such  nanoparticles  are  limited,  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 any proposed  nanoparticle  products for any of the following
reasons:

         o   there may be insufficient demand for such products;

         o   despite strong initial demand for any 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  costs  of  production  may  be so  high  as to  prevent  us  from  becoming
--------------------------------------------------------------------------------
profitable.
-----------

         We have not produced any mineral products using the titanium 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.

         In addition, even if our initial costs are as anticipated, the titanium
processing  equipment may break down, prove unreliable or prove inefficient in a
commercial  setting. If so, related costs, delays and related problems may cause
production of TiO2 nanoparticles and related products to be unprofitable.

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

         We  have  not  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.

         In addition, even if our initial costs are as anticipated, the titanium
processing  equipment may break down, prove unreliable or prove inefficient in a
commercial  setting. If so, related costs, delays and related problems may cause
production of TiO2 nanoparticles and related products to be unprofitable.

                                       6


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 a production model of
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.

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 the process through which water is pulsed
through the cylindrical  screen on the jig expire beginning in 2010, and patents
for an efficiency-enhancing aspect of the cylindrical screen expire during 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.

                                       7


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

         We are  currently in the process of conducting  feasibility  testing of
the Tennessee mineral property.  Because we are at an early stage of testing, we
are  unable to  provide  any  assurance  that  mining of the  Tennessee  mineral
property is feasible or to identify all processes that we would need to complete
before we could commence a mining operation on the Tennessee  mineral  property.
To the extent early  feasibility  testing  yields  positive  results,  we expect
feasibility testing to involve, among other things, the following:

         o   operating a pilot  mining  facility to determine  mineral  recovery
             efficiencies and the quality of end products;
         o   additional  drilling  and  sampling  in  order  to more  accurately
             determine the quantity;  quality and  continuity of minerals on the
             Tennessee mineral property;
         o   examining  production costs and the market for products produced at
             the pilot facility;
         o   designing any proposed mining facility;
         o   identifying and applying for the permits necessary for any proposed
             full-scale mining facility; and
         o   attempting to secure financing for any proposed  full-scale  mining
             facility.

         Our  test  production  at  the  pilot  plant,   economic  analysis  and
additional exploration activities may indicate any of the following:

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

Even if we conclude that mining is economically and technically  feasible on the
Tennessee  mineral property,  we may be unable to obtain the capital,  resources
and permits necessary to mine the Tennessee  mineral  property.  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.  In  addition,  as we move  through  the  testing
process,  we may  identify  additional  items  that  need to be  researched  and
resolved before any proposed mining operation could commence.

We cannot  forecast the life of any potential  mining  operation  located on the
--------------------------------------------------------------------------------
Tennessee mineral property.
---------------------------

         We have not explored and tested the Tennessee  mineral  property enough
to establish the existence of a commercially minable deposit (i.e. a reserve) on
such property.  Until such time as a reserve is established  (of which there can
be no  assurance),  we cannot  provide an estimate as to how long the  Tennessee
mineral property could sustain any proposed mining operation.

                                       8


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 on a commercial
basis,  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  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.

                           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 the  previous
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.

                                       9


         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, 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
         2nd Quarter                                   $2.00        $2.910
         3rd Quarter                                   $1.240       $2.740
         4th Quarter                                   $1.01        $1.80

The last sale price of the common  shares,  as reported  on the Nasdaq  National
Market, on December 31, 2001 was $1.40.

                  Outstanding Shares and Number of Shareholders

         As of December 31, 2001,  the number of common shares  outstanding  was
22,694,142,  held by approximately 500 holders of record. In addition, as of the
same date, we had reserved 5,241,700 common shares for issuance upon exercise of
options that have been, or may be, granted under our employee stock option plans
and  2,787,007  common  shares for  issuance  upon the  exercise of  outstanding
warrants. In addition, we have issued the Secured Term Note, pursuant to which a
presently indeterminable number of additional common shares may be issued.

                                       10


         Of  our   outstanding   common  shares,   1,866,668  were   "restricted
securities,"  as defined in Rule 144 as of  September  December  31,  2001.  The
resale of 550,000 of such restricted  securities has been  registered  under the
registration  statement  of  which  this  prospectus  is part.  The  "restricted
securities" that have not been registered  under the  registration  statement of
which this  prospectus is a part were issued between August 4, 2000 and December
31, 2001.

                                    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.

                                       11




                        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
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  unaudited  net  tangible  book  value at  September  30,  2001 was
$3,716,444,  or approximately $.18 per each of the 20,578,909 common shares then
                                       12


outstanding and approximately  $.11 per 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 $.11 per share.

         As of December 31, 2001, there were outstanding warrants and options to
purchase up to 8,028,707  common  shares.  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,  1,300,000 are currently owned by
the selling shareholders and 1,383,672 are issuable upon exercise of outstanding
warrants. The remaining 9,377,170 offered shares relate to the Exchangeable Term
Note, which is exchangeable  into our common shares.  The Exchangeable Term Note
was terminated on December 28, 2001 after 824,799 common shares were issued.  No
additional common shares will be issued under the 10% Asset-Backed  Exchangeable
Term Note.

         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,
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.

                  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:
                                       13


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.




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

                                                                                              
Doral 18, LLC                         1,514,816(3)       4.9%(4)           10,377,170          500,000        2.2%
     David White**
     John Fern**

Louis Schnur                          3,100,000(5)       9.9%(6)              750,000        3,100,000        9.9%

MBRT Trust(7)                           412,500(8)         2.0%               350,000           62,500          *
     Shayne Davis**

Gibson Family Limited                   233,334(9)         1.1%               100,000        133,334            *
Partnership
Tom Gibson**

Anderson LLC                           250,261(10)         1.2%               250,261           0              --
     David Sims**

Toyota on Western, Inc.                      0(11)          *                  83,333           0              --
     Louis Schnur**

De Jong & Associates, Inc.              75,000(12)          *                  75,000           0              --
     Ron de Jong**

Ladenburg   Thalmann  &  Co.,           75,078(13)          *                  75,078           0              --
Inc.

All Selling  Shareholders  as        5,660,989(3)(14)     22.1%          12,060,842        3,795,834          14.4%
a Group
---------------------


                                       14


*        Represents less than one percent of the outstanding common shares.
**       Such  individual has authority to make voting and investment  decisions
         with  respect to the  securities  of Altair  held by the entity  listed
         above such individual's name. Where two or more individuals are listed,
         each has such authority acting without the other.

(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) 22,694,142, which is
         the number of common shares actually  outstanding on December 31, 2001,
         and (b) common  shares  subject to  exercisable  warrants  and exchange
         rights with respect to which such percentage is calculated.
(3)      Includes  850,000  common  shares  issuable by us upon the  exercise of
         warrants held by Doral 18, LLC,  350,000 of which are offered  pursuant
         to this  prospectus.  Does not include shares issuable upon exercise of
         the  exchange  rights  that may accrue in the future  under the Secured
         Term held by Doral.  If we elect not to redeem the accrued  interest on
         the  $2,000,000  Secured Term Note on each monthly due date, the holder
         of the  Secured  Term  Note  will  automatically  receive  the right to
         exchange (immediately or at any later date during the term) such amount
         into  common  shares at an  exchange  price equal to 75% of the average
         closing  price of the Common  Shares as reported by  Bloomberg  for the
         five  preceding  trading  days.  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.  The
         Exchangeable Term Note was cancelled on December 28, 2001 after a total
         of 824,799 common shares were issued under exchange rights that accrued
         under the Exchangeable Term Note.
(4)      Under the terms of the Secured  Term Note and  Warrants  held by Doral,
         Doral is prohibited  from  exercising  any accrued  exchange  rights or
         warrants if, after such exercise,  it would  beneficially own more than
         4.999% of the  outstanding  common  shares.  But for the effect of such
         provision,  Doral would beneficially own 6.4% of the outstanding common
         shares.
(5)      Includes  1,500,000  common shares  issuable by us upon the exercise of
         warrants  held by Mr.  Schnur.  The  750,000  Common  Shares  that were
         offered by Mr. Schnur pursuant to this prospectus have been sold.
(6)      Under the terms of the Warrants held by Mr. Schnur, the holder many not
         exercise any Warrants if, after such exercise, he/it would beneficially
         own more than  9.999% of the  outstanding  common  shares.  But for the
         effect of such provision,  Mr. Schnur would  beneficially  own 12.8% of
         the outstanding common shares.
(7)      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.
(8)      Includes  125,000  common  shares  issuable by us upon the  exercise of
         warrants held by such entity.
(9)      Includes  50,000  common  shares  issuable  by us upon the  exercise of
         warrants held by such entity.
(10)     Includes  250,261  common  shares  issuable by us upon the  exercise of
         warrants held by such entity.
(11)     The 83,333 common  shares  issuable by us upon the exercise of warrants
         held by such entity that were offered  pursuant to this prospectus have
         been sold.
(12)     Includes  75,000  common  shares  issuable  by us upon the  exercise of
         warrants held by such entity.
(13)     Includes  75,078  common  shares  issuable  by us upon the  exercise of
         warrants held by such entity.
(14)     Includes 2,925,339 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.

                                       15


         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.

                 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. On December 28, 2001,  pursuant to a note
termination and issuance  agreement,  the Exchangeable  Term Note was terminated
and the  exercise  price of the  warrant  was  reduced  to $1.50 per  share.  In
connection with the note termination and issuance  agreement and the termination
of the  Exchangeable  Term Note, we repaid  $2,500,732 in principal and issued a
new $2,000,000 Secured Term Note, 200,000 warrants to purchase common shares and
a  conditional  warrant  that  vests at the rate of 25,000  shares for each $.50
increase  in the price of the  Company's  common  shares  to or above  $2.00 per
share.  The $2,000,000  Secured Term Note does not permit  exchange of principal
amounts for common shares.

                                       16


         The warrant has an exercise  price of $1.50,  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 warrant
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 was in the principal  amount of $7,000,000
and bore interest at a rate of 10% per annum.  Under the Exchangeable Term Note,
we were  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 was due and payable in full on December 15, 2003 but was
terminated  on December 28, 2001. A total of 824,799  common  shares were issued
upon the exercise of exchange  rights that accrued under the  Exchangeable  Term
Note.

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
common shares at an exercise price of $5 at any time prior to the earlier of (i)
July 9, 2006,  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) July 9, 2006,  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.  Notwithstanding the foregoing,  pursuant
to a Repricing  Amendment to Common Share Purchase  Warrants dated as of October
18, 2001, the warrants were amended to reduce the exercise price to $1 per share
for a limited time period.  All of the warrants were exercised  during such time
period.

         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 warrants also contain a provision  which  provides
that the holder may not  exercise the warrant if such  exercise  would result in
the holder,  together with any affiliate thereof,  beneficially owning in excess
of 9.999% of our then issued and outstanding common shares.

         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.

                                       17


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.

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.

                                       18


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.
Notwithstanding the foregoing, pursuant to a Repricing Amendment to Common Share
Purchase  Warrants  dated as of October 18, 2001,  the warrants  were amended to
reduce the exercise price to $1 per share for a limited time period.  All of the
warrants were exercised during such time period.

         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 warrants also contain a provision  which  provides
that the holder may not  exercise the warrant if such  exercise  would result in
the holder,  together with any affiliate thereof,  beneficially owning in excess
of 9.999% of our then issued and outstanding common shares.

         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


                                       19


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.

                              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;

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          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.

          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,

                                       21


          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.

                                  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 and schedules included in our Annual Report on
Form 10-K for the year ended December 31, 2000, as amended,  and incorporated by
reference  in this  prospectus  have been  audited  by  Deloitte  & Touche  LLP,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports.

                                       22


                 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,  Amendment No. 3 on Form 10-K/A filed with the SEC on
                  May 9, 2001, and Amendment No. 4 on Form 10-K/A filed with the
                  SEC on June 8, 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,  as amended by an
                  Amendment  No.2 on Form 8-K/A filed with the SEC on January 4,
                  2002.

(d)               Our Quarterly  Report on Form 10-Q for the quarter ended March
                  31, 2001 filed with the SEC on May 14, 2001.

(e)               Our  Quarterly  Report on Form 10-Q for the quarter ended June
                  30, 2001 filed with the SEC on August 14, 2001.

(f)               Our  Quarterly  Report  on Form  10-Q  for the  quarter  ended
                  September 30, 2001 filed with the SEC on November 9, 2001.

(g)               Our  Current  Report on Form 8-K filed with the SEC on January
                  4, 2002.

(h)               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.

                                       23


         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.

                       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
January 4, 2002.

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

                                                                           12,060,842 COMMON SHARES






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

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







                                                                                January 4, 2002

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



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