SAs filed with the Securities and Exchange Commission on October 18, 2002

                                                   Registration No. 333-_______

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



                                    FORM S-3
                                    --------
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933



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



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

        William P. Long                                 Copies to:
    Chief Executive Officer                        Bryan T. Allen, Esq.
  Altair Nanotechnologies Inc.                     Brian G. Lloyd, Esq.
1725 Sheridan Avenue, Suite 140                       STOEL RIVES LLP
      Cody, Wyoming 82414                    201 South Main Street, Suite 1100
         (307) 587-8245                          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: [ ]

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: [ ]

                         CALCULATION OF REGISTRATION FEE



========================================== ================= ================== ================ ===================
                                                                                   Proposed
                                                                                    maximum
Title of each class                                          Proposed maximum      aggregate
of securities to be registered               Amount to be     offering price       offering          Amount of
                                              registered       per share(1)        price(1)       registration fee
------------------------------------------ ----------------- ------------------ ---------------- -------------------
                                                                                            
Common shares, no par value                  8,616,660(2)          $.645          $5,557,746            $512

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


(1)      Estimated  pursuant to Rule 457 solely for the  purpose of  calculating
         the registration  fee, based upon the average of the high and low sales
         prices for the common shares as reported on the Nasdaq  National Market
         on October 14, 2002.
(2)      In addition,  pursuant to Rule 416 of the Securities Act of 1933,  this
         Registration  Statement  covers a  presently  indeterminate  number  of
         common  shares  issuable upon the  occurrence  of a stock split,  stock
         dividend, or other similar transaction.

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 No.
333-89478.
                               -----------------

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.




                                     ALTAIR
                             NANOTECHNOLOGIES INC.


                             9,044,344 Common Shares
                               ------------------

         This  prospectus  relates to the offering and sale of 9,044,344  common
shares of Altair  Nanotechnologies  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 common shares offered  hereby,  2,710,959 are currently owned by the selling
shareholders  and  6,333,385  are  issuable  upon the  exercise of warrants  and
options to purchase our common shares. In addition,  pursuant to Rule 416 of the
Securities  Act of 1933,  as  amended,  this  prospectus,  and the  registration
statements  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  SmallCap  Market.  On October 15,
2002,  the  closing  sale price of a common  share,  as  reported  by the Nasdaq
SmallCap Market, was $0.68 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.







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 October 15, 2002







                                TABLE OF CONTENTS


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


FORWARD-LOOKING STATEMENTS................................................. 10


OUR COMPANY'S COMMON STOCK................................................. 11


USE OF PROCEEDS............................................................ 13


DILUTION................................................................... 13


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


PLAN OF DISTRIBUTION....................................................... 26


DESCRIPTION OF OFFERED SECURITIES.......................................... 28


LEGAL MATTERS.............................................................. 28


EXPERTS.................................................................... 28


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................ 29


WHERE YOU CAN FIND MORE INFORMATION........................................ 30






                                  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  substantial  operating  revenues  and may not ever
generate substantial revenues.
--------------------------------------------------------------------------------
         To date, we have not generated substantial revenues from operations. We
have  not  generated  revenues  from the jig and have  scaled  back  development
efforts for the  foreseeable  future.  We have  generated  only $96,487 of sales
revenues in our nanoparticle business as of June 30, 2002 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  substantial  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 2000 were $6,647,367 and our losses
from  operations in 2001 were  $6,021,532.  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 June 30,  2002,  we had  $274,531  in cash and a working  capital
deficit of $2,563,495. Although we have raised additional capital since June 30,
2002, we do not expect that this capital,  when combined with projected revenues
from  nanoparticle  sales,  will be sufficient  to fund our ongoing  operations.
Accordingly,  we will need to raise significant amounts of additional capital in
the future in order to sustain our ongoing  operations  and continue the testing
and  additional  development  work  necessary to place the  titanium  processing
technology  into  continuous  operation.  In addition,  we will 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  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;



                                       2


o  our financial results;

o the amount of our capital needs;

o  the market's perception of nanotechnology and/or minerals stocks;

o  the economics of projects being pursued;

o  industry  perception  of our ability to recover or produce  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 early
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  issued upon the  exercise of options or warrants may
place  downward  pressure on the market price of our common shares and encourage
short selling.
--------------------------------------------------------------------------------
         The sale in the open market of common shares issuable upon the exercise
of options and warrants may place  downward  pressure on the market price of our
common  shares.  Speculative  traders may  anticipate the exercise of options 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  Nanomaterials,  Inc.,  our  second-tier  wholly-owned
subsidiary,  to secure  repayment  of a Secured  Term Note with a face  value of
$2,000,000 and a due date of March 31, 2003. Altair Nanomaterials, Inc. owns and
operates the titanium  processing  technology we acquired from BHP in 1999.  The
Secured Term Note is also secured by a pledge of the common stock and  leasehold
assets of Mineral Recovery Systems,  Inc., which owns and operates our leasehold
interests in the Camden, Tennessee area. 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.

We have  issued a  $3,000,000  note to secure the  purchase  of the land and the
building where our titanium processing assets are located.
--------------------------------------------------------------------------------
         In August 2002, we entered into a purchase and sale  agreement with BHP
Minerals International Inc. to purchase the land, building and fixtures in Reno,



                                       3



Nevada where our titanium processing assets are located. In connection with this
transaction,  BHP also  agreed to  terminate  our  obligation  to pay  royalties
associated  with  the  sale or use of the  titanium  processing  technology.  In
return, we issued to BHP a note in the amount of $3,000,000, at an interest rate
of 7%,  secured by the  property we acquired.  The first  payment of $600,000 of
principal plus accrued interest is due February 8, 2006.  Additional payments of
$600,000  plus  accrued  interest  are due  annually on February 8, 2007 through
2010. If we fail to make the required payments on the note, BHP has the right to
foreclose and take the property.  If this should occur,  we would be required to
relocate  our titanium  processing  assets and  offices,  causing a  significant
disruption in our business.

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 a Canadian 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 Chief Executive  Officer,  Dr. Rudi Moerck,
our President,  and Mr. C. Patrick  Costin,  our Vice President and President of
Fine Gold and MRS. The loss or  unavailability  of Dr. Long,  Dr.  Moerck or Mr.
Costin  could  have a  material  adverse  effect  on us. We do not carry key man
insurance on the lives of Dr. Long, Dr. Moerck 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 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.

                                       4


The market price of our common shares is extremely volatile.
------------------------------------------------------------
         Our common  shares  were  quoted on the  Nasdaq  National  Market  from
January 26, 1998 through  September  24, 2002,  and our common  shares have been
listed on the Nasdaq SmallCap  Market since  September 25, 2002.  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:

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 who stand
   to profit  from a rapid  increase  or  decrease  in the  price of our  common
   shares.

We may be delisted from the Nasdaq SmallCap Market.
---------------------------------------------------
         Our  listing  on the Nasdaq  SmallCap  Market is  conditioned  upon our
compliance with the NASD's  continued  listing  requirements  for such market by
December  2002,  including the $1.00 per share minimum bid  requirement.  If the
market price for our common  shares has not  increased to $1.00 per share for at
least 10 consecutive  days by December 2002, we will be delisted from the Nasdaq
SmallCap Market unless Nasdaq grants an additional grace period.  Delisting from
the Nasdaq SmallCap Market may have a significant negative impact on the trading
price, volume and marketability of our common shares.

We have  never  declared  a cash  dividend  and do not  intend to declare a cash
dividend in the foreseeable future.
--------------------------------------------------------------------------------
         We have never declared or paid cash 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 be unable to exploit  the  potential  pharmaceutical  application  of our
titanium processing technology.
--------------------------------------------------------------------------------
         We do not  have  the  technical  or  financial  resources  to  complete
development  of,  and take to  market,  any  pharmaceutical  application  of our
titanium  processing  technology.  In order to  Altair  to get any  significant,
long-term  benefit  from  any  potential   pharmaceutical   application  of  our
technologies, the following must occur:

    o    we must enter into an evaluation  license or similar  agreement with an
         existing  pharmaceutical  company  under which such company would pay a
         fee for the right to evaluate a  pharmaceutical  use of our  technology
         for a specific  period of time and for an option to purchase or receive
         an exclusive license for such use of our technology;

                                       5

    o    tests conducted by such  pharmaceutical  company would have to indicate
         that the  pharmaceutical  use of our  technology  is safe,  technically
         viable and financially viable;

    o    such  pharmaceutical  company  would  have to apply for and  obtain FDA
         approval of the  pharmaceutical  use of our technology,  or any related
         products, which would involve extensive additional testing; and

    o    such  pharmaceutical  company  would  have to  successfully  market the
         product incorporating our technology.

Although we could  receive  some  revenues in various  stages of the testing and
evaluation of the  pharmaceutical  application of our  technology,  we would not
receive significant  revenue unless and until any end product  incorporating the
technology went to market.

We may not be able to license our technology for TiO2 pigment production.
--------------------------------------------------------------------------------
         Because of our relatively small size and limited  resources,  we do not
plan to use our titanium  processing  technology for  large-scale  production of
TiO2 pigments; we have, however,  entered into discussions with various minerals
and materials  companies  about  licensing  our  technology to such entities for
large-scale  production of TiO2 pigments. We have not entered into any long-term
licensing agreements with respect to the use our titanium processing  technology
for large-scale production of TiO2 pigments and can provide no assurance that we
will be able to enter  into  any such  agreement.  Even if we  enter  into  such
agreement,  we would not receive  significant  revenues  from such license until
feasibility  testing is complete and, if the results of feasibility testing were
negative, would not receive significant revenues at any time.

We may not be able to sell nanoparticles  produced using the titanium processing
technology.
--------------------------------------------------------------------------------
         We plan to use the  titanium  processing  technology  to  produce  TiO2
nanoparticles.  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
and have no  long-term  agreements  with end users to  purchase  any of our TiO2
nanoparticle products. We may be unable to recoup our investment in the titanium
processing  technology and titanium  processing  equipment for various  reasons,
including the following:

    o    we may be unable to customize  our TiO2  nanoparticle  products to meet
         the distinct needs of potential customers;

    o    potential  customers may purchase from competitors because of perceived
         or actual quality or compatibility differences

    o    our marketing  and branding  efforts may be  insufficient  to attract a
         sufficient number of customers; and

    o    because  of our  limited  funding,  we may be  unable to  continue  our
         development efforts until a strong market for nanoparticles develops.

                                       6


         In  addition,  the uses for such  nanoparticles  are  limited,  and the
market for such  nanoparticles  is small,  estimated at 3,800 tons per annum. In
light of the small size of the market,  the additional of a single  manufacturer
may  cause  the  price  to  drop to a point  at  which  we  cannot  produce  the
nanoparticles at a profit.

Our costs of production may be too high to permit profitability.
----------------------------------------------------------------
         We have not produced any mineral products using our 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.

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.  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.

                                       7


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.

We have  suspended  examining the  feasibility  of mining the Tennessee  mineral
property and may not have working capital  sufficient to again continue  testing
efforts.
--------------------------------------------------------------------------------
         Due to a shortage of working  capital,  we have  suspended  feasibility
testing of the Tennessee mineral property.  We do not expect to obtain an amount
of  working  capital  sufficient  to  again  start  feasibility  testing  of the
Tennessee mineral property in the foreseeable future.

         Even if we again commence  feasibility testing on the Tennessee mineral
property,  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;

                                       8


    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.

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


                                       9


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.

       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.



                                       10




                           OUR COMPANY'S COMMON STOCK
                           Price Range of Common Stock

         Our common  shares are quoted on the Nasdaq  National  Market under the
symbol "ALTI".  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
                                               ----------------    -------------

         First Quarter                            $6.063              $9.875
         Second Quarter                            4.125               6.875
         Third Quarter                             3.875               5.000
         Fourth Quarter                            3.453               5.063

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

         First Quarter                            $3.625             $9.469
         Second Quarter                            2.750              5.625
         Third Quarter                             2.000              4.469
         Fourth Quarter                           0.719               3.500


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

         First Quarter                           $1.313              $3.438
         Second Quarter                           2.000               2.910
         Third Quarter                            1.240               2.740
         Fourth Quarter                           1.010               1.800


Fiscal Year Ending December 31, 2002           Low                 High
                                               ----------------    -------------

         First Quarter                          $ 0.750             $ 1.560
         Second Quarter                           0.410               1.140
         Third Quarter                            0.300               0.930

The last sale price of the common  shares,  as reported  on the Nasdaq  SmallCap
Market, on October 15, 2002 was $0.68.

                                       11


                  Outstanding Shares and Number of Shareholders

         As of October 11, 2002,  the number of common  shares  outstanding  was
26,303,902,  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  6,484,228  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.

                                    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
persons with whom the particular  Non-resident did not deal at arms' length,  or


                                       12


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 June 30, 2002 was  $3,050,821,
or  approximately   $0.12  per  each  of  the  24,583,791   common  shares  then
outstanding.  Accordingly,  new  investors  who  purchase  shares  may suffer an
immediate  dilution of the  difference  between the purchase price per share and
approximately $0.12 per share.

         As of October 15, 2002, there were outstanding  warrants and options to
purchase up to  10,895,930  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 and
warrants in private  placements  of (i) 25,000  warrants  that we  completed  on
November 1, 2001;  (ii) 200,000  warrants  that we completed on January 1, 2002;
(iii) 10,000  warrants that we completed on January 21, 2002; (iv) 50,000 common
shares that we completed  on April 19, 2002;  (v)  1,250,000  common  shares and
312,500  warrants that we completed on May 7, 2002;  (vi) 200,000  common shares
that we  completed  on August 14,  2002;  (vii)  50,000  common  shares,  50,000
warrants and 200,000  options to purchase  common  shares and  warrants  that we
completed  August 23, 2002;  (viii) 400,000 common shares,  400,000 warrants and
600,000  options to  purchase  common  shares  and  warrants  that we  completed
September 5, 2002;  (ix) 250,000  common shares that we completed  September 25,
2002;  (x) 200,000  common shares that we completed upon the exercise of options
on or about October 1, 2002;  (xi) 266,666 common shares,  266,666  warrants and
1,066,664  options to purchase  common  shares and  warrants  that we  completed
October 4, 2002; and (xii) 1,200,000  common shares and 1,800,000  warrants that
we completed on October 9, 2002.  Certain shares sold in such private placements
have previously been re-sold by the selling shareholders.

                                       13


         Of the common shares offered  hereby,  2,710,959 are currently owned by
the selling shareholders and 6,333,385 are issuable upon exercise of outstanding
warrants.

         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 below sets forth, as of October 15, 2002:

         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  indicates that a person holds 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 October 15, 2002, are treated as  outstanding  for purposes of computing
each selling shareholder's percentage ownership of outstanding common shares.


                                       14












                                         Beneficial Ownership                               Shares Beneficially Owned
                                   Prior to Offering as of October                            upon Completion of the
                                               15, 2002                                            Offering(1)
                                   ---------------------------------                       -----------------------------
      Beneficial Owner                Number of         Percent(2)        Number of         Number of      Percent(2)
                                                                           Shares
                                                                        Remaining to
                                       Shares                            be Offered          Shares
------------------------------     ----------------    -------------    --------------     ------------    ------------
                                                                                             
Louis Schnur                         4,552,815 (3)         9.9%          2,226,484(3)       2,296,331          8%

Cranshire Capital, L.P.              3,192,245 (4)         9.9%          3,192,245(4)           0              --
   Mitchell Kopin**

Lewis E. Dickinson                      533,330(5)         1.9%            533,330(5)           0              --

Brandon Harrison                        500,000(6)         2.3%            500,000(6)           0              --

L. Bernice Long                         500,000(7)         1.9%            500,000(7)           0              --

Irvine Management Group                 450,000(8)         1.7%            450,000(8)           0              --
/Irvine Management
Consulting, Inc.
  Christopher Dillow**

Iron Equity Fund LP                     390,625(9)         1.5%            390,625(9)           0              --
   Richard Lakin**

John W. Appelbaum                      398,330(10)         1.5%           333,330(10)        65,000             *

Robert Korman                          336,730(11)         1.3%           333,330(11)         3,400             *

GA Long Interests Ltd.                 300,000(12)         1.1%           300,000(12)           0               *
   Gregg Long**

Rebecca Long                           286,691(13)         1.1%           100,000(13)        186,691            *

Thomas L. Long UWYUTMA                287,834 (14)         1.1%          100,000 (14)        183,834            *
   William R. Marsh**

Charles van Musscher                   50,000 (15)          *             50,000 (15)           0              --

Murilyn Tullio                          47,500(16)          *              25,000(16)        22,500             *

EGO Capital                             10,000(17)          *              10,000(17)           0              --
   Ira Terk**

All Selling  Shareholders  as      11,939,434 (18)         34%          9,044,344(18)       2,757,756         9.5%
a Group

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

                                       15


 *       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.
 (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) 26,303,902, which is
         the number of common shares  actually  outstanding on October 11, 2002,
         and (b) common  shares  subject to  exercisable  warrants  and exchange
         rights with respect to which such percentage is calculated.
 (3)     The "Number of Shares" includes  3,632,222 common shares issuable by us
         upon the  exercise  of  warrants  held by such  person.  The "Number of
         Shares  Remaining  to be  offered"  includes  1,335,891  common  shares
         issuable by us upon the exercise of warrants held by such person.  Such
         person's  warrants  contain  a  provision   prohibiting   exercise  if,
         following  exercise,  such person would beneficially own more than 9.9%
         of the outstanding common shares.
 (4)     Includes  2,434,378  common shares  issuable by us upon the exercise of
         warrants  and  options  held by such  person.  Under the  registrations
         statements  to which this  prospectus  relates,  1,171,875  shares were
         initially  registered  for  re-sale  by such  person.  Of such  shares,
         646,300 have been sold as of October 15, 2002.  Such person's  warrants
         contain a provision  prohibiting exercise if, following exercise,  such
         person would  beneficially own more than 9.9% of the outstanding common
         shares.
 (5)     Includes  479,997  common  shares  issuable by us upon the  exercise of
         warrants held by such person.
 (6)     Includes  450,000  common  shares  issuable by us upon the  exercise of
         warrants held by such person.
 (7)     Includes  450,000  common  shares  issuable by us upon the  exercise of
         warrants held by such person.
 (8)     Includes  200,000  common  shares  issuable by us upon the  exercise of
         warrants  held by such person.  Under the  registrations  statements to
         which  this   prospectus   relates,   200,000  shares  were  previously
         registered for re-sale by such person.  Of such shares,  none have been
         sold as of October 15, 2002.
 (9)     Includes  78,125  common  shares  issuable  by us upon the  exercise of
         warrants  held by such person.  Under the  registrations  statements to
         which  this   prospectus   relates,   390,625  shares  were  previously
         registered for re-sale by such person.  Of such shares,  none have been
         sold as of October 15, 2002.
 (10)    Includes  299,997  common  shares  issuable by us upon the  exercise of
         warrants held by such person.
 (11)    Includes  299,997  common  shares  issuable by us upon the  exercise of
         warrants held by such person.
(12)     Includes  270,000  common  shares  issuable by us upon the  exercise of
         warrants held by such person.
(13)     Includes  66,667  common  shares  issuable  by us upon the  exercise of
         warrants held by such person.
(14)     Includes  66,667  common  shares  issuable  by us upon the  exercise of
         warrants held by such person.
(15)     Under the  registrations  statements to which this prospectus  relates,
         50,000 shares were previously registered for re-sale by such person. Of
         such shares, none have been sold as of October 15, 2002.
(16)     The "Number of Shares"  includes  47,500 common  shares  issuable by us
         upon the  exercise  of  warrants  held by such  person.  The "Number of
         Shares Remaining to be offered"  includes 25,000 common shares issuable
         by us upon the  exercise of  warrants  held by such  person.  Under the
         registrations  statements  to which  this  prospectus  relates,  25,000
         shares were previously  registered for re-sale by such person.  Of such
         shares, none have been sold as of October 15, 2002.
(17)     Includes  10,000  common  shares  issuable  by us upon the  exercise of
         warrants  held by such person.  Under the  registrations  statements to
         which this prospectus relates, 10,000 shares were previously registered
         for re-sale by such person.  Of such shares,  none have been sold as of
         October 15, 2002.
(18)     The "Number of Shares" includes  6,797,494 common shares issuable by us
         upon the  exercise  of  warrants  held by such  person.  The "Number of
         Shares  Remaining  to be  offered"  includes  4,478,663  common  shares
         issuable by us upon the exercise of warrants held by such person.

         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 table. There can be no
assurance that any of the shares offered hereby will be sold.

                                       16


             Private Placement of Shares, Warrants and Secured Note

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

         Louis Schnur  acquired  890,593  common shares and  1,335,891  warrants
pursuant to a stock purchase and  subscription  agreement  dated April 26, 2002.
The 1,335,891  warrants are comprised of 445,297 2002D  warrants,  445,297 2002E
warrants, and 445,297 2002F warrants.

         The 2002D warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.50 per share at any time on or before the earlier
of (a) April 26, 2007 and (b) the date 30 calendar days  following the fifth day
(whether or not  consecutive)  the closing  price of our common shares equals or
exceeds $4.50. The warrants include standard anti-dilution provisions applicable
in the event of a reorganization, merger, sale or similar event.

         The 2002E warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $2.00 per share at any time on or before the earlier
of (a) April 26, 2007 and (b) the date 30 calendar days  following the fifth day
(whether or not  consecutive)  the closing  price of our common shares equals or
exceeds $5.00. The warrants include standard anti-dilution provisions applicable
in the event of a reorganization, merger, sale or similar event.

         The 2002F warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $2.50 per share at any time on or before the earlier
of (a) April 26, 2007 and (b) the date 30 calendar days  following the fifth day
(whether or not  consecutive)  the closing  price of our common shares equals or
exceeds $5.50. The warrants include standard anti-dilution provisions applicable
in the event of a reorganization, merger, sale or similar event.

         The  shares  that may be  offered  by  Louis  Schnur  pursuant  to this
prospectus  include the 1,200,000  common shares and the 1,800,000 common shares
issuable upon exercise of the warrants.

Cranshire Capital, L.P.
-----------------------

         Cranshire Capital,  L.P. acquired (a) 937,500 common shares and 234,375
warrants  pursuant to a securities  purchase  agreement  dated May 7, 2002;  (b)
400,000 common shares,  400,000 warrants,  and options to acquire 600,000 common
shares  and  600,000  warrants   pursuant  to  a  stock  purchase,   option  and
subscription  agreement  dated  September 5, 2002; and (c) 66,667 common shares,
66,667  warrants,  and  options to acquire  266,668  common  shares and  266,668
warrants pursuant to a stock purchase,  option and subscription  agreement dated
October 9, 2002.

         Warrants Acquired May 7, 2002
         -----------------------------

         The warrants  acquired  pursuant to the securities  purchase  agreement
dated May 7, 2002  entitle  the holder to purchase  common  shares at an initial
exercise  price of $1.13  per share at any time on or before  May 7,  2007.  The
warrants contain a net exercise  provision that permits a holder to receive upon
the  exercise of the warrant a number of common  shares with a fair market value
equal to the  difference  between  (a) the fair  market  value of the  number of
common  shares  with  respect  to which the  warrant  is  exercised  and (b) the


                                       17



aggregate  exercise  price  applicable  to  such  shares.  Net  exercise  is not
permitted  prior to May 7,  2003.  The  warrants  include a  mandatory  exercise
provision  under  which we can  require  the  holders to exercise or forfeit the
warrants if the closing  sale price for our common  stock is greater than $2.825
for a period of 20  consecutive  trading  days.  The warrants  include  standard
anti-dilution  provisions  applicable in the event of a reorganization,  merger,
sale or similar event. If we fail to issue common stock pursuant to the terms of
the  warrants,  in  addition  to the common  stock to be issued  pursuant to the
warrants,  we must  pay,  in cash and for each day we fail to issue  the  common
stock,  0.25% of the value of the common stock that should have been issued. The
shares  that may be offered  pursuant  to this  prospectus  include  the 291,200
common  shares and the  234,375  common  shares  issuable  upon  exercise of the
warrants.  The remaining  646,300  common shares  acquired in such offering have
been re-sold.

         Warrants and Options Acquired September 5, 2002
         -----------------------------------------------

         The 400,000 warrants  acquired  pursuant to the stock purchase,  option
and  subscription  agreement  dated  September  5, 2002  include  200,000  2002J
warrants and 200,000 2002K warrants.

         The 2002J warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.25 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.25,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.25. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The 2002K warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.50 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.50,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.50. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The  options  acquired  pursuant  to the  stock  purchase,  option  and
subscription  agreement  dated  September 5, 2002 entitle the holder to purchase
600,000 investment units at an exercise price of $0.50 per investment unit. Each
investment  unit  consists  of one share of our  common  stock,  one-half  2002J
warrant and one-half 2002K warrant. Of the options to acquire 600,000 investment
units,  200,000  expire on each of October 31,  2002;  November  28,  2002;  and
December  31,  2002.  If any such  option  is not  exercised  on or  before  its
expiration  date, that option and all options with subsequent  expiration  dates
automatically expire.



                                       18


         Warrants and Options Acquired October 9, 2002
         ---------------------------------------------

         The 66,667 warrants acquired pursuant to the stock purchase, option and
subscription  agreement  dated October 9, 2002 include 33,334 2002J warrants and
33,333 2002L warrants.

         The 2002J warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.25 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.25,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.25. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The 2002L warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.75 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.75,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.75. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The  options  acquired  pursuant  to the  stock  purchase,  option  and
subscription  agreement  dated  October 9, 2002  entitle  the holder to purchase
266,668 investment units at an exercise price of $0.75 per investment unit. Each
investment  unit  consists  of one share of our  common  stock,  one-half  2002J
warrant and one-half 2002L warrant. Of the options to acquire 266,668 investment
units,  66,667 expire on each of November 15, 2002;  December 15, 2002;  January
15,  2003;  and February  15,  2003.  If any such option is not  exercised on or
before  its  expiration  date,  that  option  and all  options  with  subsequent
expiration dates automatically expire.

         The shares that may be offered by Cranshire  Capital,  L.P. pursuant to
this  prospectus  include the 1,404,167  common shares and the 2,434,378  common
shares issuable upon the exercise of the options and warrants.

Lewis E. Dickinson
------------------

         Lewis E. Dickinson acquired 53,333 common shares, 53,333 warrants,  and
options to acquire  213,332  common  shares and 213,332  warrants  pursuant to a
stock  purchase,  option and  subscription  agreement dated October 9, 2002. The
53,333 warrants include 26,667 2002J warrants and 26,666 2002L warrants.

         The 2002J warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.25 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.25,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.25. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The 2002L warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.75 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.75,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds


                                       19


$3.75. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The  options  acquired  pursuant  to the  stock  purchase,  option  and
subscription  agreement  dated  October 9, 2002  entitle  the holder to purchase
213,332 investment units at an exercise price of $0.75 per investment unit. Each
investment  unit  consists  of one share of our  common  stock,  one-half  2002J
warrant and one-half 2002L warrant. Of the options to acquire 213,332 investment
units,  53,333 expire on each of November 15, 2002;  December 15, 2002;  January
15,  2003;  and February  15,  2003.  If any such option is not  exercised on or
before  its  expiration  date,  that  option  and all  options  with  subsequent
expiration dates automatically expire.

         The shares that may be offered by Lewis E.  Dickinson  pursuant to this
prospectus  include  the 53,333  common  shares and the  479,997  common  shares
issuable upon the exercise of the options and warrants.

Brandon Harrison
----------------

         Brandon Harrison  acquired 50,000 common shares,  50,000 warrants,  and
options to acquire  200,000  common  shares and 200,000  warrants  pursuant to a
stock purchase, option and subscription agreement dated August 23, 2002.

         The 50,000 warrants acquired pursuant to the stock purchase, option and
subscription  agreement  dated August 23, 2002 include 25,000 2002I warrants and
25,000 2002J warrants.

         The 2002I warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.00 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.00,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002I warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.00. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The 2002J warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.25 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.25,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.25. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

                                       20


         The  options  acquired  pursuant  to the  stock  purchase,  option  and
subscription  agreement  dated  August 23,  2002  entitle the holder to purchase
200,000 investment units at an exercise price of $0.50 per investment unit. Each
investment  unit  consists  of one share of our  common  stock,  one-half  2002I
warrant and one-half 2002J warrant. Of the options to acquire 200,000 investment
units,  50,000 expire on each of October 25, 2002;  November 25, 2002;  December
25, 2002; and December 31, 2002.

         The shares  that may be offered by Brandon  Harrison  pursuant  to this
prospectus  include  the 50,000  common  shares and the  450,000  common  shares
issuable upon the exercise of the options and warrants.

L. Bernice Long
---------------

         L. Bernice Long acquired  50,000 common shares,  50,000  warrants,  and
options to acquire  200,000  common  shares and 200,000  warrants  pursuant to a
stock  purchase,  option and  subscription  agreement dated October 9, 2002. The
50,000 warrants include 25,000 2002J warrants and 25,000 2002L warrants.

         The 2002J warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.25 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.25,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.25. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The 2002L warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.75 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.75,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.75. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The  options  acquired  pursuant  to the  stock  purchase,  option  and
subscription  agreement  dated  October 9, 2002  entitle  the holder to purchase
200,000 investment units at an exercise price of $0.75 per investment unit. Each
investment  unit  consists  of one share of our  common  stock,  one-half  2002J
warrant and one-half 2002L warrant. Of the options to acquire 200,000 investment
units,  50,000 expire on each of November 15, 2002;  December 15, 2002;  January
15,  2003;  and February  15,  2003.  If any such option is not  exercised on or
before  its  expiration  date,  that  option  and all  options  with  subsequent
expiration dates automatically expire.


                                       21



         The shares  that may be offered by L.  Bernice  Long  pursuant  to this
prospectus  include  the 50,000  common  shares and the  450,000  common  shares
issuable upon the exercise of the options and warrants.

Irvine Management Group
-----------------------

         The Irvine  Management Group acquired (a) 200,000 warrants in a private
placement pursuant to the terms of a Consulting  Agreement dated January 1, 2002
and (b) 200,000  common shares  pursuant to the terms of a Consulting  Agreement
dated September 25, 2002 in exchange for services provided to us.

         The 200,000  warrants  acquired  pursuant to the  Consulting  Agreement
dated  January 1, 2002 are Series  2002A  warrants.  The  200,000  Series  2002A
warrants are divided into four equal subsets of 50,000 warrants each. The 50,000
warrants in the first  subset  vested on March 1, 2002 and entitle the holder to
purchase one common share at an exercise price of $2.00.  The 50,000 warrants in
the second  subset  vested on May 1, 2002 and entitle the holder to purchase one
common share at an exercise price of $3.00. If the Consulting  Agreement has not
been  terminated,  the 50,000  warrants in the third subset will vest on July 1,
2002 and entitle the holder to purchase one common share at an exercise price of
$4.00. If the Consulting Agreement has not been terminated,  the 50,000 warrants
in the fourth  subset  will vest on October  1, 2002 and  entitle  the holder to
purchase  one common  share at an exercise  price of $5.00.  All of such 200,000
warrants expire on January 1, 2006. 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 shares that may be offered by Irvine  Management  Group pursuant to
this prospectus  include the 200,000 common shares and the 200,000 common shares
issuable upon the exercise of warrants.

Iron Equity Fund LP
-------------------

         Iron Equity Fund LP acquired  312,500 common shares and 78,125 warrants
pursuant to a  securities  purchase  agreement  dated May 7, 2002.  The warrants
entitle the holder to purchase  common  shares at an initial  exercise  price of
$1.13 per share at any time on or before May 7, 2007. The warrants contain a net
exercise  provision  that  permits a holder to receive  upon the exercise of the
warrant  a  number  of  common  shares  with a fair  market  value  equal to the
difference between (a) the fair market value of the number of common shares with
respect to which the warrant is exercised and (b) the aggregate  exercise  price
applicable to such shares.  Net exercise is not permitted  prior to May 7, 2003.
The warrants include a mandatory  exercise  provision under which we can require
the holders to exercise  or forfeit the  warrants if the closing  sale price for
our common stock is greater than $2.825 for a period of 20  consecutive  trading
days. The warrants include standard  anti-dilution  provisions applicable in the
event of a  reorganization,  merger,  sale or similar event. If we fail to issue


                                       22


common stock  pursuant to the terms of the  warrants,  in addition to the common
stock to be issued  pursuant to the warrants,  we must pay, in cash and for each
day we fail to issue the common  stock,  0.25% of the value of the common  stock
that should have been  issued.  The shares that may be offered  pursuant to this
prospectus  include  the  312,500  common  shares and the 78,125  common  shares
issuable upon exercise of the warrants.

         The shares  that may be offered by Iron Equity Fund LP pursuant to this
prospectus  include  the  312,500  common  shares and the 78,125  common  shares
issuable upon the exercise of the warrants.

John W. Appelbaum
-----------------

         John W. Appelbaum acquired 33,333 common shares,  33,333 warrants,  and
options to acquire  133,332  common  shares and 133,332  warrants  pursuant to a
stock  purchase,  option and  subscription  agreement dated October 9, 2002. The
33,333 warrants include 16,667 2002J warrants and 16,666 2002L warrants.

         The 2002J warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.25 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.25,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.25. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The 2002L warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.75 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.75,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.75. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The  options  acquired  pursuant  to the  stock  purchase,  option  and
subscription  agreement  dated  October 9, 2002  entitle  the holder to purchase
133,332 investment units at an exercise price of $0.75 per investment unit. Each
investment  unit  consists  of one share of our  common  stock,  one-half  2002J
warrant and one-half 2002L warrant. Of the options to acquire 133,332 investment
units,  33,333 expire on each of November 15, 2002;  December 15, 2002;  January
15,  2003;  and February  15,  2003.  If any such option is not  exercised on or
before  its  expiration  date,  that  option  and all  options  with  subsequent
expiration dates automatically expire.

         The shares  that may be offered by John W.  Appelbaum  pursuant to this
prospectus  include  the 33,333  common  shares and the  299,997  common  shares
issuable upon the exercise of the options and warrants.

                                       23


Robert Korman
-------------

         Robert Korman  acquired  33,333 common  shares,  33,333  warrants,  and
options to acquire  133,332  common  shares and 133,332  warrants  pursuant to a
stock  purchase,  option and  subscription  agreement dated October 9, 2002. The
33,333 warrants include 16,667 2002J warrants and 16,666 2002L warrants.

         The 2002J warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.25 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.25,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.25. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The 2002L warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.75 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.75,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.75. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The  options  acquired  pursuant  to the  stock  purchase,  option  and
subscription  agreement  dated  October 9, 2002  entitle  the holder to purchase
133,332 investment units at an exercise price of $0.75 per investment unit. Each
investment  unit  consists  of one share of our  common  stock,  one-half  2002J
warrant and one-half 2002L warrant. Of the options to acquire 133,332 investment
units,  33,333 expire on each of November 15, 2002;  December 15, 2002;  January
15,  2003;  and February  15,  2003.  If any such option is not  exercised on or
before  its  expiration  date,  that  option  and all  options  with  subsequent
expiration dates automatically expire.

         The  shares  that may be  offered  by Robert  Korman  pursuant  to this
prospectus  include  the 33,333  common  shares and the  299,997  common  shares
issuable upon the exercise of the options and warrants.

GA Long Interests Ltd.
----------------------

         GA Long Interests Ltd. acquired 30,000 common shares,  30,000 warrants,
and options to acquire 120,000 common shares and 120,000 warrants  pursuant to a
stock  purchase,  option and  subscription  agreement dated October 9, 2002. The
30,000 warrants include 15,000 2002J warrants and 15,000 2002L warrants.



                                       24


         The 2002J warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.25 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.25,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.25. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The 2002L warrants  entitle the holder to purchase  common shares at an
initial  exercise  price of $1.75 per share at any time on or before the earlier
of (a) the fifth anniversary of the date of issue, (b) at any time more than one
year after the date of issue,  the 180th day following the tenth day (whether or
not consecutive) the closing price of our common shares equals or exceeds $3.75,
and (c) at any time the resale of the common  shares  issuable  upon exercise of
the 2002J warrant is registered,  the 180th day following the tenth day (whether
or not  consecutive)  the closing  price of our common  shares equals or exceeds
$3.75. The warrants include standard anti-dilution  provisions applicable in the
event of a reorganization, merger, sale or similar event.

         The  options  acquired  pursuant  to the  stock  purchase,  option  and
subscription  agreement  dated  October 9, 2002  entitle  the holder to purchase
120,000 investment units at an exercise price of $0.75 per investment unit. Each
investment  unit  consists  of one share of our  common  stock,  one-half  2002J
warrant and one-half 2002L warrant. Of the options to acquire 120,000 investment
units,  30,000 expire on each of November 15, 2002;  December 15, 2002;  January
15,  2003;  and February  15,  2003.  If any such option is not  exercised on or
before  its  expiration  date,  that  option  and all  options  with  subsequent
expiration dates automatically expire.

         The shares that may be offered by GA Long  Interests  Ltd.  pursuant to
this  prospectus  include the 30,000 common shares and the 270,000 common shares
issuable upon the exercise of the options and warrants.

Rebecca Long
------------

         Rebecca  Long is an adult  daughter  of  William  P.  Long,  the  Chief
Executive  Officer  and a director  of Altair.  Pursuant  to a  Termination  and
Subscription  Agreement dated August 14, 2002, Mr. Long acquired  200,000 common
shares in a private  placement in exchange for his termination of a provision of
his employment  agreement that required us to issue to him 200,000 common shares
in the event that,  among other things,  his employment  was terminated  without
cause. Mr. Long  immediately  gifted 100,000 of such shares to Rebecca Long. The
shares  that may be offered  pursuant  to this  prospectus  include  the 100,000
common shares.

Thomas L. Long UWYUTMA
----------------------

         Thomas L. Long is a son of William P. Long, the Chief Executive Officer
and a director of Altair,  and the Thomas L. Long UWYUTMA is a trust established
on behalf of Thomas L. Long that is administered  by William R. Marsh.  Pursuant
to a Termination  and  Subscription  Agreement  dated August 14, 2002,  Mr. Long
acquired  200,000  common  shares in a private  placement  in  exchange  for his
termination of a provision of his employment agreement that required us to issue


                                       25


to him  200,000  common  shares in the  event  that,  among  other  things,  his
employment was terminated  without cause. Mr. Long immediately gifted 100,000 of
such  shares to the  Thomas L. Long  UWYUTMA.  The  shares  that may be  offered
pursuant to this prospectus include the 100,000 common shares.

Charles van Musscher
--------------------

         Charles  van  Musscher  acquired  50,000  common  shares  in a  private
placement pursuant to the terms of a consultant engagement agreement dated April
12, 2002 in exchange for services provided to us. The shares that may be offered
pursuant to this prospectus include the 50,000 common shares.

Murilyn Tullio
--------------

         Murilyn Tullio acquired  25,000 Series 2002G warrants,  in exchange for
services  provided to us, in a private  placement  pursuant to the terms of a an
amendment dated April 25, 2002 to a public  relations  letter of agreement dated
November  1, 2001.  The  25,000  Series  2002G  warrants  entitle  the holder to
purchase  one common  share at an  exercise  price of $1.20 at any time prior to
April 25, 2005. 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 25,000 common  shares  issuable upon the exercise of the
warrants.

EGO Capital
-----------

         EGO  Capital  acquired  10,000  Series  2002H  warrants  in  a  private
placement pursuant to the terms of a Consulting Agreement dated January 21, 2002
in exchange  for  services  provided to us. The Series  2002H  warrants  have an
exercise  price of $1.50 per share and are  exercisable at any time on or before
January  21,  2005.  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.

                              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  SmallCap  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;

                                       26


         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 or other right to acquire common shares. A selling
shareholder  may close out any covered short  position by either  exercising its
warrants or 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,  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,

                                       27



         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 Current Report on Form
8-K filed with the SEC on July 18, 2002.

                                  LEGAL MATTERS

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


         The consolidated  financial statements  incorporated in this prospectus
by reference  from the  Company's  Annual Report on Form 10-K for the year ended
December  31,  2001 have been  audited  by  Deloitte & Touche  LLP,  independent
auditors,  as stated in their report  (which  report  expresses  an  unqualified
opinion and includes an explanatory  paragraph  referring to the 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.

                                       28


                 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,
              2001, filed with the SEC on April 1, 2002.

         (b)  Our Current Report on Form 8-K filed with the SEC on May 10, 2002.

         (c)  Our Quarterly  Report on Form 10-Q for the quarter ended March 31,
              2002 filed with the SEC on May 15, 2002.

         (d)  Our  Current  Report  on Form 8-K  filed  with the SEC on July 17,
              2002.

         (e)  Our  Quarterly  Report on Form 10-Q for the quarter ended June 30,
              2002  filed  with the SEC on August  14,  2002,  as amended by the
              Amendment 1 to Quarterly  Report on Form 10-Q/A filed with the SEC
              on October 15,  2002,  as amended by the  Amendment  No. 2 on Form
              10-Q/A filed with the SEC on October 18, 2002.

         (f)  The  description  of the common  shares  contained  in our Current
              Report on Form 8-K filed with the SEC on July 18, 2002.

         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.

                                       29


                       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 204  Edison  Way,  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  SmallCap  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.


                                       30





                                                                       

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

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                    9,044,344 Common Shares
securities in any  jurisdiction  where it is unlawful.
The  information  in this  prospectus is current as of
October 15, 2002.

         -----------------------
                                                                         ALTAIR NANOTECHNOLOGIES INC.

                                                                            9,044,344 COMMON SHARES






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

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






                                                                               October 15, 2002




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








                                     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                             $512

NASD registration fees                                    $17,500

Accounting fees and expenses                               $5,000

Legal fees and expenses                                   $20,000

Blue Sky fees and expenses                                 $3,000

Printing Expenses                                          $1,000

Miscellaneous Expenses                                     $2,988

                                           Total:         $50,000

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


Our Bylaws
----------

         The  Registrant's  Bylaws provide that, to the maximum extent permitted
by law, the Registrant  shall indemnify a director or officer of the Registrant,
a former director or officer of the Registrant,  or another  individual who acts
or acted at the Registrant's  request as a director or officer, or an individual
acting in a similar capacity, of another entity,  against all costs, charges and
expenses,  including  any amount paid to settle an action or satisfy a judgment,
reasonably  incurred  by the  individual  in  respect  of any  civil,  criminal,
administrative,  investigative  or other  proceeding in which the  individual is
involved because of that association with the Registrant or other entity.

The Canada Business Corporations Act
------------------------------------

         Section 124 of the Canada Business Corporations Act provides as follows
with respect to the indemnification of directors and officers:


                                      II-1


         (1)  A  corporation   may  indemnify  a  director  or  officer  of  the
corporation,  a  former  director  or  officer  of the  corporation  or  another
individual  who acts or acted at the  corporation's  request  as a  director  or
officer,  or an  individual  acting in a similar  capacity,  of another  entity,
against all costs,  charges and expenses,  including an amount paid to settle an
action or satisfy a judgment,  reasonably  incurred by the individual in respect
of any civil,  criminal,  administrative,  investigative  or other proceeding in
which  the  individual  in  involved   because  of  that  association  with  the
corporation or other entity.

         (2) A corporation  may advance  moneys to a director,  officer or other
individual  for the costs,  charges and expenses of a proceeding  referred to in
subsection (1). The individual shall repay the moneys if the individual does not
fulfill the conditions of subsection (3).

         (3) A corporation may not indemnify an individual  under subsection (1)
unless the individual

                  (a) acted  honestly  and in good faith with a view to the best
         interests  of the  corporation,  or,  as the case  may be,  to the best
         interests  of the  other  entity  for  which  the  individual  acted as
         director  or  officer  or in a similar  capacity  at the  corporation's
         request; and

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

         (4) A  corporation  may with the  approval  of a  court,  indemnify  an
individual  referred to in subsection  (1), or advance  moneys under  subsection
(2), in respect of an action by or on behalf of the  corporation or other entity
to procure a judgment in its  favour,  to which the  individual  is made a party
because of the individual's  association with the corporation or other entity as
described in subsection (1) against all costs,  charges and expenses  reasonably
incurred by the  individual in connection  with such action,  if the  individual
fulfills the conditions set out in subsection (3).

         (5)  Despite  subsection  (1),  an  individual   referred  to  in  that
subsection  is  entitled to  indemnity  from the  corporation  in respect of all
costs,  charges and expenses reasonably incurred by the individual in connection
with the defense of any civil, criminal, administrative,  investigative or other
proceeding  to which the  individual  is  subject  because  of the  individual's
association with the corporation or other entity as described in subsection (1),
if the individual seeking indemnity

                  (a) was not judged by the court or other  competent  authority
         to have  committed  any  fault  or  omitted  to do  anything  that  the
         individual ought to have done; and

                  (b) fulfills the conditions set out in subsection (3).

         (6) A corporation may purchase and maintain insurance of the benefit of
an individual  referred to in subsection  (1) against any liability  incurred by
the individual

                                      II-2


                  (a) in the  individual's  capacity as a director or officer of
         the corporation; or

                  (b) in the individual's  capacity as a director or officer, or
         similar capacity, of another entity, if the individual acts or acted in
         that capacity at the corporation's request.

         (7) A corporation, an individual or an entity referred to in subsection
(1) may apply to a court for an order  approving an indemnity under this section
and the court may so order and make any further order that it sees fit.

         (8) An applicant under subsection (7) shall give the Director notice of
the application and the Director is entitled to appear and be heard in person or
by counsel.

         (9) On an application  under  subsection (7) the court may order notice
to be given to any interested person and the person is entitled to appear and be
heard in person or by counsel.

Employment Agreements With Certain Officers
-------------------------------------------

         Pursuant to an  employment  agreement  with William P. Long,  the Chief
Executive Officer and a director of the Registrant, the Registrant 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 Registrant,
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 Registrant,  has agreed
to assume all liability for and to indemnify,  protect,  save, and hold harmless
Patrick Costin (Vice  President of the Registrant 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 Registrant.

Other Indemnification Information
---------------------------------

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

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant 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


                                      II-3


liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  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 Registrant 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.

         The rights of indemnification  described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any bylaw, agreement, vote of stockholders or directors or otherwise.

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

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

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

            4.4     Form of 2002D Warrant                       [to be filed with a pre-effective amendment]


            4.5     Form of 2002E Warrant                       Filed herewith.


            4.6      Form of 2002F Warrant                      Filed herewith.



            4.7     Form of Warrant  (Cranshire Capital and     Incorporated  by  reference to the  Company's  Current
                    Iron Equity)                                Report on Form 8-K filed  with the  Commission  on May
                                                                10, 2002, File No. 001-12497.




                                      II-4





                                                       
            4.8     Form of Series 2002I Warrant                Filed herewith.

            4.9     Form of Series 2002J Warrant                Filed herewith.

           4.10     Form of Series 2002K Warrant                Filed herewith.

           4.11     Form of Series 2002L Warrant                Filed herewith.

           4.12     Form of Series 2002A Warrant                Incorporated  by reference to  Registration  Statement
                                                                on Form  S-3  filed  with  the  Commission  on May 31,
                                                                2002, File No. 333-89478.

           4.13     Form of Series 2002G Warrant                Incorporated  by reference to  Registration  Statement
                    (Murilyn Tullio)                            on Form  S-3  filed  with  the  Commission  on May 31,
                                                                2002, File No. 333-89478.


           4.14     Form  of  Series  2002H   Warrant  (Ego     Incorporated  by reference to  Registration  Statement
                    Capital)                                    on Form  S-3  filed  with  the  Commission  on May 31,
                                                                2002, File No. 333-89478.

              5     Opinion of  Goodman  and Carr LLP as to
                    legality of securities offered              [to be filed with a pre-effective amendment]


           10.1     Registration   Rights  Agreement  dated     Incorporated  by  reference to the  Company's  Current
                    May 7, 2002                                 Report on Form 8-K filed  with the  Commission  on May
                                                                10, 2002, File No. 1-12497.

           10.2     Stock    Purchase   and    Subscription     Incorporated  by reference to the Company's  Quarterly
                    Agreement   dated   April   26,   2002,     Report  filed  with the  Commission  on May 15,  2002,
                    between the Company and Louis Schnur        File No. 1-12497.

           10.3     Securities Purchase Agreement dated         Incorporated  by  reference to the  Company's  Current
                    May  7,  2002,   between  the  Company,     Report on Form 8-K filed  with the  Commission  on May
                    Cranshire   Capital,   L.P.   and  Iron     10, 2002, File No. 001-12497.
                    Equity Fund LP

           10.4     Stock     Purchase,      Option     and     Filed herewith
                    Subscription  Agreement dated September
                    5,  2002,   between   the  Company  and
                    Cranshire Capital, L.P.

           10.5     Form of Stock Purchase, Option and          Filed herewith
                    Subscription  Agreement  dated  October
                    9, 2002,  between  the  Company and the
                    selling   shareholders   purchasing  on
                    that date


                                      II-5




                                                       
           10.6     Consulting  Agreement  dated  September     Filed herewith
                    25,  2002,   between  the  Company  and
                    Irvine Management Consulting Inc.

           10.7     Termination and Subscription  Agreement     Filed herewith
                    dated  August  14,  2002,  between  the
                    Company and William P. Long

           23.1     Consent of Deloitte & Touche LLP            Filed herewith

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

             24     Powers of Attorney                          Included on the signature page hereof.


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

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
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.

                                      II-6


(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-7




                                   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  Registration
Statement on Form S-3 to be signed on its behalf by the  undersigned,  thereunto
duly authorized, in the City of Cody, State of Wyoming, on October 18, 2002.

                                             ALTAIR NANOTECHNOLOGIES INC.


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


                   ADDITIONAL SIGNATURES AND POWER OF ATTORNEY

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Each person  whose  signature  to this
Registration  Statement appears below hereby constitutes and appoints William P.
Long  and  Edward  H.  Dickinson,  and each of  them,  as his  true  and  lawful
attorney-in-fact  and  agent,  with full power of  substitution,  to sign on his
behalf  individually  and in the  capacity  stated below and to perform any acts
necessary  to be done  in  order  to  file  all  amendments  and  post-effective
amendments  to this  Registration  Statement,  and any  and all  instruments  or
documents filed as part of or in connection with this Registration  Statement or
the  amendments  thereto  and each of the  undersigned  does  hereby  ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.



         Signature                                            Title                                       Date
                                                                                             
 /s/ William P. Long                        Chief Executive Officer and Director                   October 18, 2002
------------------------------------        (Principal Executive Officer and authorized
     William P. Long                        representative of the Company in the United States)


 /s/ Edward H. Dickinson                    Chief Financial Officer and Director                   October 18, 2002
------------------------------------        (Principal Financial Officer and Principal
 Edward H. Dickinson                        Accounting Officer)


/s/ James I. Golla                          Director                                               October 18, 2002
----------------------------------
James I. Golla


/s/ George E. Hartman                       Director                                               October 18, 2002
------------------------------------
George E. Hartman


/s/ Robert Sheldon                          Director                                               October 18, 2002
------------------------------------
Robert Sheldon





                                      II-8



                                  EXHIBIT INDEX

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

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

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

            4.4     Form of 2002D Warrant                       Filed herewith.

            4.5     Form of 2002E Warrant                       Filed herewith.

            4.6     Form of 2002F Warrant                       Filed herewith.

            4.7     Form of Warrant  (Cranshire Capital and     Incorporated  by  reference to the  Company's  Current
                    Iron Equity)                                Report on Form 8-K filed  with the  Commission  on May
                                                                10, 2002, File No. 001-12497.

            4.8     Form of Series 2002I Warrant                Filed herewith.

            4.9     Form of Series 2002J Warrant                Filed herewith.

           4.10     Form of Series 2002K Warrant                Filed herewith.

           4.11     Form of Series 2002L Warrant                Filed herewith.




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           4.12     Form of Series 2002A Warrant                Incorporated  by reference to  Registration  Statement
                                                                on Form  S-3  filed  with  the  Commission  on May 31,
                                                                2002, File No. 333-89478.

           4.13     Form of Series 2002G Warrant (Murilyn       Incorporated  by reference to  Registration  Statement
                    Tullio)                                     on Form  S-3  filed  with  the  Commission  on May 31,
                                                                2002, File No. 333-89478.

           4.14     Form  of  Series  2002H   Warrant  (Ego     Incorporated  by reference to  Registration  Statement
                    Capital)                                    on Form  S-3  filed  with  the  Commission  on May 31,
                                                                2002, File No. 333-89478.

              5     Opinion of  Goodman  and Carr LLP as to     [to be filed with a pre-effective amendment]
                    legality of securities offered


           10.1     Registration   Rights  Agreement  dated     Incorporated  by  reference to the  Company's  Current
                    May 7, 2002                                 Report on Form 8-K filed  with the  Commission  on May
                                                                10, 2002, File No. 1-12497.

           10.2     Stock    Purchase   and    Subscription     Incorporated  by reference to the Company's  Quarterly
                    Agreement   dated   April   26,   2002,     Report  filed  with the  Commission  on May 15,  2002,
                    between the Company and Louis Schnur        File No. 1-12497.

           10.3     Securities Purchase Agreement dated         Incorporated  by  reference to the  Company's  Current
                    May  7,  2002,   between  the  Company,     Report on Form 8-K filed  with the  Commission  on May
                    Cranshire   Capital,   L.P.   and  Iron     10, 2002, File No. 001-12497.
                    Equity Fund LP

           10.4     Stock     Purchase,      Option     and     Filed herewith
                    Subscription  Agreement dated September
                    5,  2002,   between   the  Company  and
                    Cranshire Capital, L.P.

           10.5     Form of Stock Purchase, Option and          Filed herewith
                    Subscription  Agreement  dated  October
                    9, 2002,  between  the  Company and the
                    selling   shareholders   purchasing  on
                    that date

           10.6     Consulting  Agreement  dated  September     Filed herewith
                    25,  2002,   between  the  Company  and
                    Irvine Management Consulting Inc.

           10.7     Termination and Subscription  Agreement     Filed herewith
                    dated  August  14,  2002,  between  the
                    Company and William P. Long

           23.1     Consent of Deloitte & Touche LLP            Filed herewith

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

             24     Powers of Attorney                          Included on the signature page hereof.


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