As filed  with the  Securities  and  Exchange  Commission  on January  31,  2002
                                                      Registration No. 333-76820
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

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

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

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

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

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

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

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

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

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

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

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




Pursuant to Rule 429 under the Securities  Act of 1933, the prospectus  filed as
part of this  Registration  Statement  will be used as a combined  prospectus in
connection  with this  Registration  Statement and  registration  statement Nos.
333-45511, 333-36462 and 333-54092.




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.




                                 (LOGO OMITTED)

                            ALTAIR INTERNATIONAL INC.
                             8,497,693 Common Shares
                               ------------------


         This  prospectus  relates to the offering and sale of 8,497,693  common
shares of Altair  International  Inc.,  without  par value.  All of the  offered
shares  are to be  sold  by  persons  who  are  existing  security  holders  and
identified in the section of this prospectus entitled "Selling Shareholders." Of
the common shares offered  hereby,  2,848,186 are currently owned by the selling
shareholders  and  5,099,507  are  issuable  upon the  exercise  of  outstanding
warrants to purchase our common shares. The remaining 550,000 offered shares are
being  registered  pursuant to a contractual  obligation with one of the selling
shareholders  and represent  common shares that we could be required to issue to
such selling shareholder pursuant to a Secured Term Note. 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  National  Market.  On January 28,
2002,  the  closing  sale price of a common  share,  as  reported  by the Nasdaq
National Market, was $1.28 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.

         The shares  offered  under this  prospectus  include  6,690,836  common
shares first registered on Registration  Statement No.  333-76820,  which became
effective  during  February 2002. The remaining  1,806,857  shares offered under
this prospectus were previously  registered under  Registration  Statements Nos.
333-45511,  333-36462 and 333-54092.  Other than the remaining 1,806,857 shares,
all shares registered under the three previous registration statements have been
sold or have not been issued as a result of the  expiration or  cancellation  of
the option, warrant or note under which they were to be issued.

--------------------------------------------------------------------------------
Consider  carefully  the risk  factors  beginning  on page 2 in this  prospectus
before investing in the offered shares being sold with this prospectus.
--------------------------------------------------------------------------------

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


                             Dated January 29, 2002




                                TABLE OF CONTENTS


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


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


OUR COMPANY'S COMMON STOCK...................................................9


USE OF PROCEEDS.............................................................11


DILUTION....................................................................11


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


PLAN OF DISTRIBUTION........................................................23


DESCRIPTION OF OFFERED SECURITIES...........................................25


LEGAL MATTERS...............................................................25


EXPERTS.....................................................................25


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................25


WHERE YOU CAN FIND MORE INFORMATION.........................................26


                                       1



                                  RISK FACTORS

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

We have not generated, and may never generate, significant operating revenues.
------------------------------------------------------------------------------

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

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

         We have  experienced a loss from  operations in every fiscal year since
our inception.  Our losses from operations in 1999 were  $3,729,534,  our losses
from operations in 2000 were $6,647,367,  and our losses from operations  during
the first three-quarters of 2001 were $4,967,433. We will continue to experience
a net operating loss until, and if, the titanium processing technology,  the jig
and/or the Tennessee  mineral  property begin generating  significant  revenues.
Even if any or all  such  products  or  projects  begin  generating  significant
revenues,  the revenues  may not exceed our costs of  production  and  operating
expenses. We may not ever realize a profit from operations.

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

         As of December 31, 2001, we had approximately  $600,000 in cash. In the
absence of  significant  revenue,  this  amount of  capital  will  likely  prove
insufficient to complete the testing and additional  development  work necessary
to place the  titanium  processing  technology  into  continuous  operation.  In
addition,  we will likely need additional capital for testing and development of
the jig or exploration  of the Tennessee  mineral  property.  If we determine to
construct and operate a mine on the Tennessee mineral property,  we will need to
obtain a significant  amount of additional  capital to complete  construction of
the mine and commence operations.

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

         o   market  factors  affecting  the  availability  and cost of  capital
             generally;
         o   our financial results;
         o   the amount of our capital needs;
         o   the  market's  perception  of mining,  technology  and/or  minerals
             stocks;
         o   the economics of projects being pursued;
         o   industry  perception  of our ability to recover  and sell  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.

                                       2


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

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

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

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

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  $2,000,000  Secured Term Note issued on
December  28, 2001.  Altair  Nanomaterials  Inc.  owns and operates the titanium
processing  technology we acquired  from BHP Minerals in 1999.  The Secured Term
Note is also  secured by a pledge of the common  stock 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.

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.

                                       3


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

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

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

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

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

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

The market price of our common shares is extremely volatile.
------------------------------------------------------------

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

         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

                                       4


         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.

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

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

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

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

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

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

         In the short run, we plan to use the titanium processing  technology to
produce titanium dioxide ("TiO2")  nanoparticles.  TiO2  nanoparticles  are TiO2
crystals that are  approximately  one-tenth the size of conventional  pigmentary
TiO2  particles.  Because of their small size,  photocatalytic  and  ultraviolet
shielding capabilities and other unique characteristics, TiO2 nanoparticles sell
at a much higher price than conventional TiO2 particles and are used in products
such  as  specialty  surface  coatings,  UV  protectant  cosmetics  and  battery
components.

         TiO2  nanoparticles  and other products we intend to initially  produce
with the titanium  processing  technology  generally  must be  customized  for a
specific  application  working in  cooperation  with the end user.  We are still
testing and customizing our TiO2 nanoparticle  products for various applications
and  have no  long-term  agreements  with  end  users  to  purchase  any of TiO2
nanoparticle  products.  If we are  unable to  customize  our TiO2  nanoparticle
products to the  satisfaction  of customers  or  otherwise  unable to obtain any
long-term  commitments from end-users of our TiO2 nanoparticle  products, we may
be unable to recoup our  investment in the titanium  processing  technology  and
titanium processing equipment.

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

                                       5


         o   there may be insufficient demand for such products;

         o   despite strong initial demand for any such products, the market for
             such  products may contract as a result of a decrease in demand for
             goods incorporating such products or other event;

         o   potential  purchasers  may have  concerns  about  the  quality  and
             performance of our nanoparticle products;

         o   the  increased  supply of such products as a result of our entrance
             into  the  market  may  cause  the  price  to  drop,   reducing  or
             eliminating profitability; and

         o   competing   entities  may  begin   producing,   or  increase  their
             production  of   nanoparticles,   causing  the  price  to  drop  or
             displacing potential sales.

Our costs of production may be 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  and the  Tennessee  mineral
property. We may never develop a production model of the jig.

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

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

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

                                       6


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

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

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

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

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

                                       7


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
viability of a mine or processing facility on such property.

                                       8


                           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.

                           OUR COMPANY'S COMMON STOCK

                           Price Range of Common Stock

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

Fiscal Year Ended December 31, 1999         Low                 High
                                            ----------------    ----------------
         1st Quarter                           $6.063              $9.875
         2nd Quarter                            4.125               6.875
         3rd Quarter                            3.875               5.000
         4th Quarter                            3.453               5.063

Fiscal Year Ended December 31, 2000         Low                 High
                                            ----------------    ----------------
         1st Quarter                           $3.625              $9.469
         2nd Quarter                           $2.750              $5.625
         3rd Quarter                           $2.000              $4.469
         4th Quarter                           $0.719              $3.500


                                       9


Fiscal Year Ended December 31, 2001         Low                 High
                                            ----------------    ----------------
         1st Quarter                           $1.313              $3.438
         2nd Quarter                           $2.00               $2.910
         3rd Quarter                           $1.240              $2.740
         4th Quarter                           $1.01               $1.80

Fiscal Year Ended December 31, 2002         Low                 High
                                            ----------------    ----------------
         1st Quarter
         (through January 28, 2002)            $1.24               $1.56


The last sale price of the common  shares,  as reported  on the Nasdaq  National
Market, on January 28, 2002 was $1.28.

                  Outstanding Shares and Number of Shareholders

         As of January 15, 2002,  the number of common  shares  outstanding  was
22,744,142,  held by approximately 500 holders of record. In addition, as of the
same date, we had reserved 5,241,700 common shares for issuance upon exercise of
options that have been, or may be, granted under our employee stock option plans
and  4,762,007  common  shares for  issuance  upon the  exercise of  outstanding
warrants. In addition, we have issued the Secured Term Note, pursuant to which a
presently indeterminable number of additional common shares may be issued.

         Of  our  outstanding  common  shares,   approximately   1,866,668  were
"restricted  securities,"  as defined in Rule 144, as of January 15,  2002.  The
resale of  substantially  all of such restricted  securities has been registered
under the registration statements of which this prospectus is part.

                                    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.

                                       10


                        Canadian Taxation Considerations

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

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

         A capital gain  realized on the  disposition  of our common shares by a
person resident in the United States (a  "Non-resident")  will be subject to tax
under the Act if the  shares  held by the  Non-resident  are  "taxable  Canadian
property." In general,  our common shares will be taxable  Canadian  property if
the particular Non-resident used (or in the case of a Non-resident insurer, used
or held) the common  shares in carrying  on business in Canada or,  where at any
time during the five-year  period  immediately  preceding the realization of the
gain,  not less than 25% of the  issued and  outstanding  shares of any class or
series of shares of the Company were owned by the  particular  Non-resident,  by
persons with whom the particular  Non-resident did not deal at arms' length,  or
by any combination  thereof.  If the common shares  constitute  taxable Canadian
property,  relief  nevertheless  may be  available  under the Treaty.  Under the
Treaty,  gains from the alienation of common shares owned by a Non-resident  who
has never been resident in Canada generally will be exempt from Canadian capital
gains tax if the shares do not relate to a permanent establishment or fixed base
which the  Non-resident  has or had in  Canada,  and if not more than 50% of the
value of the shares was derived from real  property  (which  includes  rights to
explore for or to exploit mineral deposits) situated in Canada.

                                 USE OF PROCEEDS

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

                                    DILUTION

         Our  unaudited  net  tangible  book  value at  September  30,  2001 was
$3,716,444,  or approximately $.18 per each of the 20,578,909 common shares then
outstanding.  Accordingly,  new  investors  who  purchase  shares  may suffer an
immediate  dilution of the  difference  between the purchase price per share and
approximately $.18 per share.

         As of January 15, 2002, there were outstanding  warrants and options to
purchase up to  10,003,707  common  shares.  The  existence of such warrants and
options  may hinder  future  equity  offerings  by us, and the  exercise of such

                                       11


warrants and options may have an adverse effect on the  prevailing  market price
of the common  shares.  Furthermore,  the  holders of  warrants  and options may
exercise  them at a time when we would  otherwise  be able to obtain  additional
equity capital on terms more favorable to us.

                              SELLING SHAREHOLDERS

         All of the offered  shares are to be sold by persons  who are  existing
security  holders of Altair.  The selling  shareholders  acquired  their shares,
warrants  and Secured  Term Note in private  placements  of (i)  700,000  common
shares and 1,750,000  warrants that we completed  between  December 15, 2001 and
December  27,  2001,  (ii) the Secured  Term Note,  200,000  warrants  and up to
500,000 contingent warrants that we completed on December 28, 2001, (iii) 25,000
warrants that we completed on November 1, 2001, (iv) 1,266,668 common shares and
1,266,668  warrants  that we completed  between June 18, 2001 and July 23, 2001,
(v) 300,000  warrants  that we completed on June 7, 2001,  (vi) 50,000  warrants
that we completed on May 21, 2001,  (vii) 82,500  warrants  that we completed on
March 26, 2001,  (viii) 350,000  warrants that we completed on December 15, 2000
(ix) 50,000  common  shares and 50,000  warrants that we completed on August 22,
2000,  (x) 325,339  warrants  that we completed  on March 31, 2000,  (xi) 75,000
warrants that we completed on February 15, 2000, (xii) 125,000 common shares and
125,000  warrants that we completed on August 4, 2000, and (xiii) 100,000 shares
that we completed on December 29, 1997.

         Of the common shares offered  hereby,  2,848,186 are currently owned by
the selling shareholders and 5,099,057 are issuable upon exercise of outstanding
warrants.  The remaining 550,000 offered shares relate to the Secured Term Note,
the monthly  interest  payment of which is convertible into common shares if not
paid in cash by Altair.  Because we are required to redeem all interest payments
under the Secured Term Note in cash if the market price of our common  shares is
below $1.00 per share,  we believe that the maximum number of common shares that
may be issued in connection with the Secured Term Note is 367,269 shares.

         For  purposes of this  prospectus,  we have  assumed that the number of
shares  issuable  upon  exercise of each of the warrants is the number stated on
the face thereof.  The number of shares  issuable upon exercise of the warrants,
and  available  for  resale  hereunder,  is  subject  to  adjustment  and  could
materially  differ from the estimated  amount  depending on the  occurrence of a
stock split, stock dividend,  or similar transaction  resulting in an adjustment
in the number of shares subject to the warrants.

                  Beneficial Ownership of Selling Shareholders

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

         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

                                       12


         o   the amount (and, if one percent or more, the  percentage) of common
             shares  to be  owned by each  selling  shareholder  if all  offered
             shares are sold.

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



                                                                                            Shares Beneficially Owned
                                         Beneficial Ownership                                 upon Completion of the
                                          Prior to Offering                                        Offering(1)
                                   ---------------------------------                       -----------------------------
                                                                           Number of
                                        Number of                        Shares Being        Number of
      Beneficial Owner                   Shares          Percent(2)         Offered           Shares        Percent(2)
------------------------------     ----------------    -------------    --------------     ------------    ------------
                                                                                                
Louis Schnur                          4,182,500(3)         9.9%(4)          4,182,500           0              --

Doral 18, LLC                         1,456,518(5)         4.9%(6)          2,550,000           0              --
     David White**
     John Fern**

MBRT Trust(7)                           412,500(8)         1.8%               350,000        62,500             *
     Shayne Davis**

Adams Capital Management                350,000(9)         1.5%               350,000           0              --
LTD  and
S. Kent Lauson, DDS, M/S.
Retirement Fund
     S. Kent Lauson**


Gibson Family Limited                   253,834(10)        1.1%               233,334        20,500            --
Partnership
     Tom Gibson**

Anderson LLC                            250,261(11)        1.1%               250,261           0              --
     David Sims**

Brandon Harrison                        133,334(12)          *                133,334           0              --

Rebecca Long(13)                        186,691(14)          *                133,334        53,357            --

Thomas L. Long                          187,834(16)          *                133,334        54,500            --
UWYUTMA (15)
     William R. Marsh**

De Jong & Associates, Inc.               75,000(17)          *                 75,000           0              --
     Ron de Jong**


                                       13




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

Ladenburg   Thalmann  &  Co.,            75,078(18)          *                 75,078           0              --
Inc.

The Shemano Group, Inc.                  50,000(19)          *                 50,000           0              --
     Gary Shemano**

Murilyn Tulio                            22,500(20)          *                 22,500           0              --

Sandra Versacce                           2,500(21)          *                  2,500           0              --


All Selling  Shareholders  as         7,778,550(22)       27.9%             8,497,693       190,857             *
a Group
---------------------


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

(1)      Assuming  the sale by each  selling  shareholder  of all of the  shares
         offered  hereunder  by  such  selling  shareholder.  There  can  be  no
         assurance that any of the shares offered hereby will be sold.
(2)      The percentages set forth above have been computed  assuming the number
         of common shares outstanding equals the sum of (a) 22,744,142, which is
         the number of common shares  actually  outstanding on January 15, 2002,
         and (b) common  shares  subject to  exercisable  warrants  and exchange
         rights with respect to which such percentage is calculated.
(3)      Includes  2,582,500  common shares  issuable by us upon the exercise of
         warrants held by Mr. Schnur,  all of which are offered pursuant to this
         prospectus.
(4)      Under the terms of the Warrants held by Mr. Schnur,  the holder may not
         exercise any Warrants if, after such exercise, he/it would beneficially
         own more than  9.999% of the  outstanding  common  shares.  But for the
         effect of such provision,  Mr. Schnur would  beneficially  own 16.5% of
         the outstanding common shares.
(5)      Includes  850,000  common  shares  issuable by us upon the  exercise of
         warrants  held by Doral 18, LLC,  all of which are offered  pursuant to
         this prospectus.  Does not include shares issuable upon the exercise of
         a contingent  warrant for 500,000 common shares that vests with respect
         to 25,000  common  shares on the day following the first time after the
         December 31, 2001 the closing price of our common shares  exceeds $2.00
         for ten consecutive trading days and, thereafter, vests with respect to
         an additional  25,000 common shares,  up to a maximum of 500,000 Common
         Shares,  the day  following  the first  time the  closing  price of the
         common  shares  exceeds  a number  greater  than  $2.00  that is evenly
         divisible by .5 (e.g. $2.50, $3.00., $3.50) for ten consecutive trading
         days. Also does not include common shares that may be issuable upon the
         exercise  of exchange  rights  that may accrue in the future  under the
         Secured Term Note. If we elect not to redeem monthly interest  payments
         under the $2,000,000  Secured Term Note on each due date, the holder of
         the Secured Term Note will automatically  receive the right to exchange
         (immediately  or at any later date  during the term) such  amount  into
         common shares at an exchange price equal to 75% of the average  closing
         price of the  common  shares  as  reported  by  Bloomberg  for the five
         preceding trading days. As required by a registration  rights agreement
         with Doral,  we have  registered  500,000 common shares with respect to
         the  contingent  warrant and 550,000  common  shares on behalf of Doral
         with respect to the Secured Term Note.
(6)      Under the terms of the Secured  Term Note and  warrants  held by Doral,
         Doral is prohibited  from  exercising  any accrued  exchange  rights or
         warrants if, after such exercise,  it would  beneficially own more than
         4.999% of the outstanding common shares.

                                       14


(7)      The MBRT Trust is an irrevocable  trust established by William P. Long,
         President of the Company, and is administered by an independent trustee
         for the benefit of the children of Mr.  Long.  Mr. Long  disclaims  any
         beneficial interest in the common shares owned by the MBRT Trust.
(8)      Includes  125,000  common  shares  issuable by us upon the  exercise of
         warrants held by such entity.
(9)      Includes  250,000  common  shares  issuable by us upon the  exercise of
         warrants held by such person.
(10)     Includes  116,667  common  shares  issuable by us upon the  exercise of
         warrants held by such entity.
(11)     Includes  250,261  common  shares  issuable by us upon the  exercise of
         warrants held by such entity.
(12)     Includes  66,667  common  shares  issuable  by us upon the  exercise of
         warrants held by such person.
(13)     Rebecca Long is the  daughter of William P. Long,  President of Altair,
         but is not a minor.
(14)     Includes  66,667  common  shares  issuable  by us upon the  exercise of
         warrants held by such person.
(15)     Thomas Long is the son of William P. Long, President of Altair, and the
         Thomas L. Long UWYUTMA is administered by William R. Marsh on behalf of
         Thomas L. Long.
(16)     Includes  66,667  common  shares  issuable  by us upon the  exercise of
         warrants held by such person.
(17)     Includes  75,000  common  shares  issuable  by us upon the  exercise of
         warrants held by such entity.
(18)     Includes  75,078  common  shares  issuable  by us upon the  exercise of
         warrants held by such entity.
(19)     Includes  50,000  common  shares  issuable  by us upon the  exercise of
         warrants held by such entity.
(20)     Includes  22,500  common  shares  issuable  by us upon the  exercise of
         warrants held by such person.
(21)     Includes  2,500  common  shares  issuable  by us upon the  exercise  of
         warrants held by such person.
(22)     Includes  5,099,507  common shares  issuable by us upon the exercise of
         warrants held by the selling shareholders.

         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.

             Private Placement of Shares, Warrants and Secured Note

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

         Louis Schnur acquired 600,000 common shares and 1,500,000 warrants in a
private placement  pursuant to the terms of a stock purchase  agreement dated as
of December 14, 2001. The 1,500,000 warrants include the following:

         o    600,000 Series 2001C warrants entitling the holder to purchase one
              common  share at an exercise  price of $1.50 per share at any time
              prior to the earlier of (i) December 14, 2006,  and (ii) the 180th
              day  following  the date on which the closing  price of the common
              shares on the Nasdaq  National Market has equaled or exceeded U.S.
              $2.50 for 10 days, whether or not consecutive.

         o    600,000 Series 2001D warrants entitling the holder to purchase one
              common  share at an exercise  price of $2.00 per share at any time
              prior to the earlier of (i) December 14, 2006,  and (ii) the 180th
              day  following  the date on which the closing  price of the common
              shares on the Nasdaq  National Market has equaled or exceeded U.S.
              $3.00 for 10 days, whether or not consecutive; and

         o    300,000 Series 2001E warrants entitling the holder to purchase one
              common  share at an exercise  price of $2.50 per share at any time

                                       15


              prior to the earlier of (i) December 14, 2006,  and (ii) the 180th
              day  following  the date on which the closing  price of the common
              shares on the Nasdaq  National Market has equaled or exceeded U.S.
              $3.50 for 10 days, whether or not consecutive.

         Mr. Schnur  acquired  200,000  common shares and 200,000  warrants in a
private placement  pursuant to the terms of a stock purchase  agreement dated as
of July 23, 2001.  The 200,000  warrants  include  100,000 Series 2001A warrants
entitling the holder to purchase one common share at an exercise  price of $2.50
per share at any time prior to the  earlier of (i) July 23,  2006,  and (ii) the
date sixty days following the fifth day (whether or not consecutive) the closing
price of the common  shares  equals or exceeds  $3.50 and 100,000  Series  2001B
warrants  entitling the holder to purchase one common share at an exercise price
of $3.50 per share at any time prior to the  earlier of (i) July 23,  2006,  and
(ii) the date sixty days  following  the fifth day (whether or not  consecutive)
the closing price of the common shares equals or exceeds $4.50.

         Mr. Schnur  acquired  800,000  common shares and 800,000  warrants in a
private placement  pursuant to the terms of a stock purchase  agreement dated as
of June 19, 2001.  The 800,000  warrants  include  400,000 Series 2001A warrants
entitling the holder to purchase one common share at an exercise  price of $2.50
per share at any time prior to the  earlier of (i) June 19,  2006,  and (ii) the
date sixty days following the fifth day (whether or not consecutive) the closing
price of the common  shares  equals or exceeds  $3.50 and 400,000  Series 2001 B
warrants  entitling the holder to purchase one common share at an exercise price
of $3.50 per share at any time prior to the  earlier of (i) June 19,  2006,  and
(ii) the date sixty days  following  the fifth day (whether or not  consecutive)
the closing price of the common shares equals or exceeds $4.50.

         Mr. Schnur acquired 82,500 Series 2000A warrants in a private placement
pursuant to the terms of a stock purchase  agreement dated as of March 26, 2001.
The 82,500  Series  2000A  warrants  permit the holder to  purchase up to 82,500
common shares at an exercise  price of $5.00 at any time prior to the earlier of
(i)  March 26,  2006,  and (ii) the date  thirty  days  following  the fifth day
(whether or not  consecutive)  the closing  price of the common shares equals or
exceeds $8.00.

         All of the warrants held by Mr. Schnur 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.  In  addition,  all of the
warrants held by Mr. Schnur  contain a provision  which provides that the holder
may not  exercise  the  warrant if such  exercise  would  result in the  holder,
together with any affiliate thereof,  beneficially owning in excess of 9.999% of
our then issued and  outstanding  common shares.  The shares that may be offered
pursuant to this  prospectus  include the common shares issued to Mr. Schnur and
issuable upon the exercise of the warrants held by Mr. Schnur.

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

         On  December  28,  2001,  pursuant  to a note  termination  and  issued
agreement,  we issued Doral 18, LLC a warrant to purchase 200,000 common shares,
a contingent  warrant to purchase up to 500,000  common  shares and a $2,000,000
Secured Term Note in  connection  with the  termination  of our  $7,000,000  10%
Asset-Backed Exchangeable Term Note.

                                       16


         The Secured  Term Note is in the  principal  amount of  $2,000,000  and
bears  interest at a rate of 11% per annum.  Under the Secured Term Note, we are
required  to make  monthly  interest  payments on or before the 28th day of each
calendar month. If we do not make interest payments in cash on or before the due
date,  the holder will  receive the right to exchange  the amount of the monthly
interest  payment  into  common  shares at a price  equal to 75% of the  average
closing  price of the  common  shares  as  reported  by  Bloomberg  for the five
preceding  trading days.  Under certain  circumstances  specified in the Secured
Term Note,  we are required to make  interest  payments in cash.  The  principal
amount of the Note is not  subject to  exchange  for common  shares.  The entire
principal  balance is due in full on March 31,  2003.  We may prepay the Secured
Term Note subject to a prepayment  penalty equal to 5% of the  principal  amount
being prepaid.  Pursuant to a Registration  Rights Agreement we have registered,
and Doral is permitted to offer and sell  pursuant to this  prospectus,  550,000
common  shares  issuable  upon the  exercise of exchange  rights that may accrue
under the Secured  Term Note.  Because we are  required  to redeem all  interest
payments  under the Secured  Term Note in cash if the market price of our common
shares is below $1.00 per share,  we believe  that the maximum  number of common
shares that may be issued in  connection  with the Secured  Term Note is 367,269
shares.

         The 200,000  warrants  issued to Doral in  connection  with the Secured
Term Note have an exercise  price of $1.50 per share and are  exercisable at any
time on or before December 15, 2006.

         Of the 500,000  contingent  warrants issued to Doral in connection with
the Secured  Term Note,  25,000 vest on the day  following  the first time after
December 31, 2001 that the closing price of our common shares  exceeds $2.00 for
ten consecutive trading days. Thereafter, 25,000 additional warrants vest, up to
a maximum of 500,000  warrants,  on the day following the first time the closing
price of the common  shares  exceeds a number  greater than $2.00 that is evenly
divisible by .5 (e.g. $2.50,  $3.00, $3.50) for ten consecutive trading days. By
way of illustration,  if the closing price is $4.01 for ten consecutive  trading
days,  the total  number of warrants  that shall have vested is 125,000  shares.
Each vested  contingent  warrant permits the holder to purchase one common share
at an exercise price of $.01 per share.  The contingent  warrants  expire on the
later of (i) March 31,  2003,  or (ii) the date we pay the Secured  Term Note in
full.

         On June 7, 2001,  Doral  acquired  warrants to purchase  300,000 common
shares  in  a  private   placement  in  connection  with  an  amendment  to  the
now-terminated 10% Asset Backed  Exchangeable Term Note. The warrants permit the
holder to purchase up to 300,000  common shares at an exercise price of $1.50 at
any time prior to the earlier of (i) December 15, 2005,  and (ii) the date sixty
days following the fifth day (whether or not  consecutive)  the closing price of
the common shares equals or exceeds $12.00.

         On December  15,  2001,  Doral  acquired  warrants to purchase  350,000
common shares in a private placement in connection with the original issuance of
the now-terminated 10% Asset Backed  Exchangeable Term Note. The warrants permit
the holder to purchase up to 350,000 common shares at an exercise price of $1.50
at any time prior to the earlier of (i)  December  15,  2005,  and (ii) the date
sixty days  following  the fifth day  (whether or not  consecutive)  the closing
price of the common shares equals or exceeds $12.00.

                                       17


         All of the  warrants  held  by  Doral  include  standard  anti-dilution
provisions  pursuant  to which the  exercise  price and number of common  shares
issuable thereunder are adjusted  proportionately in the event of a stock split,
stock dividend,  recapitalization or similar transaction. The shares that may be
offered pursuant to this prospectus  include the common shares issuable upon the
exercise of the warrants held by Doral and upon exercise of any exchange  rights
that may accrue under the Secured Term Note.

         Pursuant to a registration  rights  agreement  dated as of December 28,
2001 and entered  into in  conjunction  with the note  termination  and issuance
agreement,  we are obligated to file a registration  statement  registering  the
common shares  issuable upon the exercise of Secured Term Note and warrants held
by Doral.

         The common shares issuable upon exercise of the 350,000 warrants issued
to Doral on  December  15,  2001  were  previously  registered  on  registration
statement no. 333-54092.

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

         MBRT Trust,  an  irrevocable  trust for the benefit of the  children of
William P. Long,  President of the Company,  acquired  125,000 common shares and
125,000  warrants  in a  private  placement  pursuant  to the  terms  of a stock
purchase  agreement  dated as of August 4, 2000.  The 125,000  warrants  include
62,500 Series 2000B  warrants  entitling the holder to purchase one common share
at an  exercise  price of $5.00 at any time prior to the  earlier of (i) July 9,
2006,  and (ii) the date thirty  days  following  the fifth day  (whether or not
consecutive)  the closing price of the common shares equals or exceeds $7.00 and
62,500 Series 2000C  warrants  entitling the holder to purchase one common share
at an  exercise  price of $4.00 at any time prior to the  earlier of (i) July 9,
2006,  and (ii) the date thirty  days  following  the fifth day  (whether or not
consecutive) the closing price of the common shares equals or exceeds $6.00. 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.

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

         The shares that may be offered pursuant to this prospectus  include the
125,000  shares  issued to MBRT Trust and the 125,000  shares  issuable upon the
exercise of the warrants. Such shares were previously registered on registration
statement no. 333-54092. In addition, the shares that may be offered pursuant to
this  prospectus  include  100,000  shares  acquired  by MBRT Trust in a private
placement   completed  on  December  29,  1997  and  previously   registered  on
registration statement no. 333-45511.

                                       18


Adams Capital Management Ltd. and S. Kent Lauson, DDS, MS. Retirement Fund
---------------------------------------------------------------------------

         Adams Capital  Management Ltd. and S. Kent Lauson,  DDS, MS. Retirement
Fund  collectively  acquired  100,000  common  shares and 250,000  warrants in a
private placement  pursuant to the terms of a stock purchase  agreement dated as
of December 27, 2001. The 250,000 warrants include the following:

         o    100,000 Series 2001C warrants entitling the holder to purchase one
              common  share at an exercise  price of $1.50 per share at any time
              prior to the earlier of (i) December 27, 2006,  and (ii) the 180th
              day  following  the date on which the closing  price of the common
              shares on the Nasdaq  National Market has equaled or exceeded U.S.
              $2.50 for 10 days, whether or not consecutive.

         o    100,000 Series 2001D warrants entitling the holder to purchase one
              common  share at an exercise  price of $2.00 per share at any time
              prior to the earlier of (i) December 27, 2006,  and (ii) the 180th
              day  following  the date on which the closing  price of the common
              shares on the Nasdaq  National Market has equaled or exceeded U.S.
              $3.00 for 10 days, whether or not consecutive; and

         o    50,000 Series 2001E warrants  entitling the holder to purchase one
              common  share at an exercise  price of $2.50 per share at any time
              prior to the earlier of (i) December 27, 2006,  and (ii) the 180th
              day  following  the date on which the closing  price of the common
              shares on the Nasdaq  National Market has equaled or exceeded U.S.
              $3.50 for 10 days, whether or not consecutive.

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 100,000 common shares issued to Adams Capital Management
Ltd. and S. Kent Lauson, DDS, MS. Retirement Fund and the common shares issuable
upon the exercise of the warrants.


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

         Gibson Family  Limited  Partnership  acquired  66,667 shares and 66,667
warrants  in a  private  placement  pursuant  to the  terms of a stock  purchase
agreement dated as of June 18, 2001. The 66,667  warrants  include 33,334 Series
2001A warrants  entitling the holder to purchase one common share at an exercise
price of $2.50 at any time prior to the earlier of (i) June 18,  2006,  and (ii)
the date sixty days  following  the fifth day (whether or not  consecutive)  the
closing  price of the common  shares  equals or exceeds  $3.50 and 33,333 Series
2001B warrants  entitling the holder to purchase one common share at an exercise
price of $3.50 at any time prior to the earlier of (i) June 18,  2006,  and (ii)
the date sixty days  following  the fifth day (whether or not  consecutive)  the
closing price of the common shares equals or exceeds $4.50. 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.

                                       19


         Gibson Family  Limited  Partnership  acquired  50,000 shares and 50,000
warrants  in a  private  placement  pursuant  to the  terms of a stock  purchase
agreement dated as of August 22, 2000. The 50,000 warrants include 25,000 Series
2000B warrants  entitling the holder to purchase one common share at an exercise
price of $5.00 at any time prior to the  earlier  of (i) July 9, 2006,  and (ii)
the date thirty days  following the fifth day (whether or not  consecutive)  the
closing  price of the common  shares  equals or exceeds  $7.00 and 25,000 Series
2000C warrants  entitling the holder to purchase one common share at an exercise
price of $4.00 at any time prior to the  earlier  of (i) July 9, 2006,  and (ii)
the date thirty days  following the fifth day (whether or not  consecutive)  the
closing price of the common shares equals or exceeds $6.00. 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
116,667  common shares issued to the Gibson Family Limited  Partnership  and the
common shares issuable upon the exercise of the warrants.

         Pursuant to a registration rights agreement dated as of August 22, 2000
and entered into in conjunction  with the Gibson Family purchase  agreement,  we
are obligated to file a registration  statement  registering  the common shares,
and shares issuable upon the exercise of warrants, acquired by the Gibson Family
Limited  Partnership  on August 22, 2000. The common shares issued on August 22,
2000 and  issuable  upon  exercise of the 50,000  warrants  issued to the Gibson
Family  Limited   Partnership  on  such  date  were  previously   registered  on
registration statement no. 333-54092.

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

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

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

                                       20


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

         Brandon  Harrison  acquired  66,667  shares  and 66,667  warrants  in a
private placement  pursuant to the terms of a stock purchase  agreement dated as
of June 21, 2001.  The 66,667  warrants  include  33,334  Series 2001A  warrants
entitling the holder to purchase one common share at an exercise  price of $2.50
at any time prior to the earlier of (i) June 21,  2006,  and (ii) the date sixty
days following the fifth day (whether or not  consecutive)  the closing price of
the common  shares  equals or exceeds  $3.50 and 33,333  Series  2001B  warrants
entitling the holder to purchase one common share at an exercise  price of $3.50
at any time prior to the earlier of (i) June 21,  2006,  and (ii) the date sixty
days following the fifth day (whether or not  consecutive)  the closing price of
the common  shares  equals or  exceeds  $4.50.  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
66,667 common shares issued to the Mr.  Harrison and the common shares  issuable
upon the exercise of the warrants.

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

         Rebecca Long acquired  66,667  shares and 66,667  warrants in a private
placement  pursuant to the terms of a stock purchase  agreement dated as of July
10, 2001. The 66,667 warrants include 33,334 Series 2001A warrants entitling the
holder to purchase  one common  share at an exercise  price of $2.50 at any time
prior to the  earlier  of (i)  July 10,  2006,  and  (ii)  the date  sixty  days
following  the fifth day (whether or not  consecutive)  the closing price of the
common shares equals or exceeds $3.50 and 33,333 Series 2001B warrants entitling
the holder to purchase  one common  share at an  exercise  price of $3.50 at any
time  prior to the  earlier of (i) July 10,  2006,  and (ii) the date sixty days
following  the fifth day (whether or not  consecutive)  the closing price of the
common  shares  equals  or  exceeds  $4.50.   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
66,667 common shares issued to the Ms. Long and the common shares  issuable upon
the exercise of the warrants.

Thomas Long
-----------

         Thomas Long  acquired  66,667  shares and 66,667  warrants in a private
placement  pursuant to the terms of a stock purchase  agreement dated as of July
10, 2001. The 66,667 warrants include 33,334 Series 2001A warrants entitling the
holder to purchase  one common  share at an exercise  price of $2.50 at any time
prior to the  earlier  of (i)  July 10,  2006,  and  (ii)  the date  sixty  days
following  the fifth day (whether or not  consecutive)  the closing price of the
common shares equals or exceeds $3.50 and 33,333 Series 2001B warrants entitling
the holder to purchase  one common  share at an  exercise  price of $3.50 at any
time  prior to the  earlier of (i) July 10,  2006,  and (ii) the date sixty days
following  the fifth day (whether or not  consecutive)  the closing price of the
common  shares  equals  or  exceeds  $4.50.   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.

                                       21


         The shares that may be offered pursuant to this prospectus  include the
66,667 common shares issued to the Mr. Long and the common shares  issuable upon
the exercise of the warrants.

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

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

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

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

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

The Shemano Group, Inc.
-----------------------

         The Shemano  Group  acquired  50,000  warrants  in a private  placement
pursuant to the terms of a Consulting  Agreement  dated May 21, 2001 in exchange
for services provided to us. The 50,000 Series 2001F warrants entitle the holder
to purchase one common share at an exercise  price of $3.36 at any time prior to
May 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.

                                       22


Murilyn Tulio
-------------

         Murilyn Tulio acquired 22,500 warrants in a private placement  pursuant
to the terms of a public relations letter of agreement dated November 1, 2001 in
exchange for services  provided to us. The 22,500 Series 2001G warrants  entitle
the holder to purchase  one common  share at an  exercise  price of $2.00 at any
time prior to November 1, 2004.  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.

Sandra Versacce
---------------

         Sandra Versacce acquired 2,500 warrants in a private placement pursuant
to the terms of a public relations letter of agreement dated November 1, 2001 in
exchange for services  provided to us. The 2,500 Series 2001G  warrants  entitle
the holder to purchase  one common  share at an  exercise  price of $2.00 at any
time prior to November 1, 2004.  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  National  Market,  or  otherwise,  at market  prices or at
negotiated  prices.  They  may  sell  shares  by  one  or a  combination  of the
following:

         o    a block trade in which a broker or dealer so engaged  will attempt
              to sell the offered shares as agent, but may position and resell a
              portion of the block as principal to facilitate the transaction;
         o    purchases  by a broker or dealer as  principal  and  resale by the
              broker or dealer for its account pursuant to this prospectus;
         o    ordinary brokerage transactions and transactions in which a broker
              solicits purchasers;
         o    an  exchange  distribution  in  accordance  with the rules of such
              exchange;
         o    privately negotiated transactions;
         o    if such a sale qualifies,  in accordance with Rule 144 promulgated
              under the Securities Act rather than pursuant to this  prospectus;
              or
         o    any other method permitted pursuant to applicable law.

                                       23


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

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

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

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

         o    the  name  of  each  of  the participating  broker-dealers,
         o    the number of shares involved,
         o    the price at which the offered  shares were sold,
         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

                                       24


prospectus  may be used to cover such short sale. To the extent,  if any, that a
selling shareholder may be considered an "underwriter" within the meaning of the
Securities  Act,  the  sale  of the  shares  by it  shall  be  covered  by  this
prospectus.

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

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

                        DESCRIPTION OF OFFERED SECURITIES

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

                                  LEGAL MATTERS

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

                                     EXPERTS

         The consolidated  financial statements  incorporated in this prospectus
by reference from the Company's  Annual Report on Form 10-K/A for the year ended
December  31,  2000 have been  audited  by  Deloitte & Touche  LLP,  independent
auditors,  as stated in their report, which is incorporated herein by reference,
and have been so  incorporated  in  reliance  upon the report of such firm given
upon their authority as experts in accounting and auditing.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         This prospectus incorporates by reference the documents set forth below
that we (File No.  1-12497) have  previously  filed with the SEC pursuant to the

                                       25


Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act").  These
documents  contain  important  information  about the Company and its  financial
condition.

         (a)  Our  Annual  Report on Form 10-K for the year ended  December  31,
              2000, filed with the SEC on April 2, 2001, as amended by Amendment
              No. 4 on Form 10-K/A filed with the SEC on June 8, 2001

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

         (c)  Our  Current  Report on Form 8-K/A  filed with the SEC on December
              26, 2000, as amended by an Amendment No.1 on Form 8-K/A filed with
              the SEC on April 18, 2001, as amended by an Amendment No.2 on Form
              8-K/A filed with the SEC on January 4, 2002.

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

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

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

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

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

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

                       WHERE YOU CAN FIND MORE INFORMATION

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

                                       26


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

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


                                       27





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

                                                             
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          8,497,693 Common Shares
securities in any  jurisdiction  where it is unlawful.
The  information  in this  prospectus is current as of
January 29, 2002.

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

                                                                8,497,693 COMMON SHARES






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

                                                                      Prospectus

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







                                                                   January 29, 2002




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



                                       28


                                     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                          $2,165

              NASD registration fees                                   $17,500

              Accounting fees and expenses                              $5,000

              Legal fees and expenses                                  $15,000

              Blue Sky fees and expenses                                $3,000

              Printing Expenses                                         $1,000

              Miscellaneous Expenses                                    $1,335

                                                        Total:         $45,000

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

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

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

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

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

                                      II-1


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

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

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

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

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

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

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

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

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

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

                                      II-2


Indemnification  may be granted pursuant to any other agreement,  bylaw, or vote
of  shareholders  or  directors.  In  addition  to the  foregoing,  the  Company
maintains  insurance  through a commercial  carrier against certain  liabilities
which may be incurred by its directors and officers.  The foregoing  description
is  necessarily  general  and  does  not  describe  all  details  regarding  the
indemnification of officers, directors or controlling persons of the Company.

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

Item 16. Exhibits.
------------------

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



                                                                               Incorporated by Reference/
  Exhibit No.                     Description                            Filed Herewith (and Sequential Page #)
----------------    ----------------------------------------    -------------------------------------------------------
                                                             
                                                                Incorporated  by reference to  Registration  Statement
            4.1     Form of Common Stock Certificate            on Form 10-SB  filed with the  Commission  on November
                                                                25, 1996, File No. 1-12497.

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

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

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

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

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

                                                                Incorporated  by  reference to the  Company's  Current
                                                                Report  on Form  8-K  filed  with  the  Commission  on
            4.7     Form of Doral Warrant  (Warrants issued     December  26, 2000,  as amended by Amendment  No. 1 on
                    to Doral prior to 12/28/01)                 Form  8-K/A  filed  with the  Commission  on April 18,
                                                                2001, File No. 001-12497.


                                      II-3




                                                                               Incorporated by Reference/
  Exhibit No.                     Description                            Filed Herewith (and Sequential Page #)
----------------    ----------------------------------------    -------------------------------------------------------
                                                             
                                                                Incorporated  by reference to the Company's  Quarterly
            4.8     Form of Series 2000A Warrant                Report  on Form  10-Q  filed  with the  Commission  on
                                                                November 14, 2000, File No. 1-12497.

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

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

                                                                Incorporated  by reference to the Company's  Quarterly
           4.11     Form of Series 2001A Warrant                Report  on Form  10-Q  filed  with the  Commission  on
                                                                August 14, 2001, File No. 1-12497.

                                                                Incorporated  by reference to the Company's  Quarterly
           4.12     Form of Series 2001B Warrant                Report  on Form  10-Q  filed  with the  Commission  on
                                                                August 14, 2001, File No. 1-12497.

                                                                Incorporated  by reference to  Registration  Statement
           4.13     Form of Series 2001C Warrant                on Form  S-3,  File  No.  333-76820,  filed  with  the
                                                                Commission on January 16, 2002.

                                                                Incorporated  by reference to  Registration  Statement
           4.14     Form of Series 2001D Warrant                on Form  S-3,  File  No.  333-76820,  filed  with  the
                                                                Commission on January 16, 2002.

                                                                Incorporated  by reference to  Registration  Statement
           4.15     Form of Series 2001E Warrant                on Form  S-3,  File  No.  333-76820,  filed  with  the
                                                                Commission on January 16, 2002.

                                                                Incorporated  by reference to  Registration  Statement
           4.16     Form of Series 2001F Warrant                on Form  S-3,  File  No.  333-76820,  filed  with  the
                                                                Commission on January 16, 2002.

                                                                Incorporated  by reference to  Registration  Statement
           4.17     Form of Series 2001G Warrant                on Form  S-3,  File  No.  333-76820,  filed  with  the
                                                                Commission on January 16, 2002.

                                                                Incorporated  by  reference to the  Company's  Current
           4.18     Doral  Warrant   (Warrants   issued  on     Report  on Form  8-K  filed  with  the  Commission  on
                    December 28, 2001)                          January 4, 2002, File No. 1-12497.

                                                                Incorporated  by  reference to the  Company's  Current
           4.19     Doral Conditional Warrant                   Report  on Form  8-K  filed  with  the  Commission  on
                                                                January 4, 2002, File No. 1-12497.

                                                                Incorporated  by  reference to the  Company's  Current
           4.20     $2,000,000  Secured  Term  Note  issued     Report  on Form  8-K  filed  with  the  Commission  on
                    December 28, 2001                           January 4, 2002, File No. 1-12497.

           5        Opinion  of  Goodman  and  Carr  LLP        Incorporated   by   reference  to   Amendment  No. 1 to
                    as  to   legality  of securities offered    Registration Statement on Form S-3, file No. 333-76820,
                                                                filed with the Commission on January 30, 2002.

                                                                Incorporated  by  reference to the  Company's  Current
           10.1     Registration   Rights  Agreement  dated     Report  on Form  8-K  filed  with  the  Commission  on
                    December 28, 2001 with Doral 18, LLC        January 4, 2002, File No. 1-12497.


                                      II-4




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

           23.1     Consent of Deloitte & Touche LLP            Incorporated   by   reference  to   Amendment  No. 1 to
                                                                Registration Statement on Form S-3, file No. 333-76820,
                                                                filed with the Commission on January 30, 2002.

           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.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the

                                      II-5


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-6



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Amendment No. 2
to  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 January 30, 2002.

                                   ALTAIR INTERNATIONAL INC.


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


                              ADDITIONAL SIGNATURES


         Signature                                 Title                                       Date
         ---------                                 -----                                       ----
                                                                                 
/s/ William P. Long             President, Chief Executive Officer, and Director       January 30, 2002
-------------------             (Principal Executive Officer and authorized
    William P. Long             representative of the Company in the United States)



/s/ Edward H. Dickinson         Chief Financial Officer                                January 30, 2002
-----------------------         (Principal Financial Officer and Principal
    Edward H. Dickinson         Accounting Officer)


/s/ James I. Golla*             Director                                               January 30, 2002
-------------------
    James I. Golla


/s/ George E. Hartman*          Director                                               January 30, 2002
----------------------
    George E. Hartman


/s/ Robert Sheldon*             Director                                               January 30, 2002
-------------------
    Robert Sheldon

*   By: William P. Long, attorney-in-fact



                                      II-7





                                  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.



                                                                              Incorporated by Reference/
  Exhibit No.                     Description                           Filed Herewith (and Sequential Page #)
----------------    ----------------------------------------    -------------------------------------------------------
                                                             
                                                                Incorporated  by reference to  Registration  Statement
            4.1     Form of Common Stock Certificate            on Form 10-SB  filed with the  Commission  on November
                                                                25, 1996, File No. 1-12497.

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

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

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

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

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

                                                                Incorporated  by  reference to the  Company's  Current
                                                                Report  on Form  8-K  filed  with  the  Commission  on
            4.7     Form of Doral Warrant  (Warrants issued     December  26, 2000,  as amended by Amendment  No. 1 on
                    to Doral prior to 12/28/01)                 Form  8-K/A  filed  with the  Commission  on April 18,
                                                                2001, File No. 001-12497.

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

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

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

                                                                Incorporated  by reference to the Company's  Quarterly
           4.11     Form of Series 2001A Warrant                Report  on Form  10-Q  filed  with the  Commission  on
                                                                August 14, 2001, File No. 1-12497.

                                                                Incorporated  by reference to the Company's  Quarterly
           4.12     Form of Series 2001B Warrant                Report  on Form  10-Q  filed  with the  Commission  on
                                                                August 14, 2001, File No. 1-12497.



                                      II-8




                                                                              Incorporated by Reference/
  Exhibit No.                     Description                           Filed Herewith (and Sequential Page #)
----------------    ----------------------------------------    -------------------------------------------------------
                                                             
                                                                Incorporated  by reference to  Registration  Statement
           4.13     Form of Series 2001C Warrant                on Form  S-3,  File  No.  333-76820,  filed  with  the
                                                                Commission on January 16, 2002.

                                                                Incorporated  by reference to  Registration  Statement
           4.14     Form of Series 2001D Warrant                on Form  S-3,  File  No.  333-76820,  filed  with  the
                                                                Commission on January 16, 2002.

                                                                Incorporated  by reference to  Registration  Statement
           4.15     Form of Series 2001E Warrant                on Form  S-3,  File  No.  333-76820,  filed  with  the
                                                                Commission on January 16, 2002.

                                                                Incorporated  by reference to  Registration  Statement
           4.16     Form of Series 2001F Warrant                on Form  S-3,  File  No.  333-76820,  filed  with  the
                                                                Commission on January 16, 2002.

                                                                Incorporated  by reference to  Registration  Statement
           4.17     Form of Series 2001G Warrant                on Form  S-3,  File  No.  333-76820,  filed  with  the
                                                                Commission on January 16, 2002.

                                                                Incorporated  by  reference to the  Company's  Current
           4.18     Doral  Warrant   (Warrants   issued  on     Report  on Form  8-K  filed  with  the  Commission  on
                    December 28, 2001)                          January 4, 2002, File No. 1-12497.

                                                                Incorporated  by  reference to the  Company's  Current
           4.19     Doral Conditional Warrant                   Report  on Form  8-K  filed  with  the  Commission  on
                                                                January 4, 2002, File No. 1-12497.

                                                                Incorporated  by  reference to the  Company's  Current
           4.20     $2,000,000  Secured  Term  Note  issued     Report  on Form  8-K  filed  with  the  Commission  on
                    December 28, 2001                           January 4, 2002, File No. 1-12497.

           5        Opinion  of  Goodman  and  Carr  LLP        Incorporated   by   reference  to   Amendment  No. 1 to
                    as  to   legality  of securities offered    Registration Statement on Form S-3, file No. 333-76820,
                                                                filed with the Commission on January 30, 2002.

                                                                Incorporated  by  reference to the  Company's  Current
           10.1     Registration   Rights  Agreement  dated     Report  on Form  8-K  filed  with  the  Commission  on
                    December 28, 2001 with Doral 18, LLC        January 4, 2002, File No. 1-12497.

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

           23.1     Consent of Deloitte & Touche LLP            Incorporated   by   reference  to   Amendment  No. 1 to
                                                                Registration Statement on Form S-3, file No. 333-76820,
                                                                filed with the Commission on January 30, 2002.

           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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