As filed with the Securities and Exchange Commission on June 27, 2003

                                                    Registration No. 333-106138

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



                                   FORM S-3/A
                               AMENDMENT NO. 1 TO
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933



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

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

             William P. Long                            Copies to:
         Chief Executive Officer
       Altair Nanotechnologies Inc.                Bryan T. Allen, Esq.
     1725 Sheridan Avenue, Suite 140               Brian G. Lloyd, Esq.
           Cody, Wyoming 82414                        STOEL RIVES LLP
              (307) 587-8245                 201 South Main Street, Suite 1100
       (Name, address, including,               Salt Lake City, Utah 84111
     zip code, and telephone number                 Ph: (801) 328-3131
including area code for agent of service            Fax: (801) 578-6999

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: [ ]







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











                          ALTAIR NANOTECHNOLOGIES INC.
                             4,029,588 Common Shares
                               ------------------


         This  prospectus  relates to the offering and sale of 4,029,588  common
shares of Altair  Nanotechnologies  Inc.,  without par value. All of the offered
shares  are to be  sold  by  persons  who  are  existing  security  holders  and
identified in the section of this prospectus entitled "Selling Shareholders." Of
the common shares offered  hereby,  2,050,504 are currently owned by the selling
shareholders  and the  remaining  1,979,084  are  issuable  upon the exercise of
outstanding  warrants to purchase our common  shares.  In addition,  pursuant to
Rule 416 of the Securities  Act of 1933, as amended,  this  prospectus,  and the
registration  statements of which it is a part, cover a presently  indeterminate
number of common  shares  issuable upon the  occurrence of a stock split,  stock
dividend, or other similar transaction.

         We will not  receive  any of the  proceeds  from the sale of the shares
offered  hereunder.  In the  United  States,  our  common  shares are listed for
trading under the symbol ALTI on the Nasdaq SmallCap  Market.  On June 24, 2003,
the closing  sale price of a common  share,  as reported by the Nasdaq  SmallCap
Market, was $1.09 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 204 Edison Way, Reno,  Nevada 89502,
and our telephone number is (775) 858-3750.



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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 June 25, 2003






                                TABLE OF CONTENTS


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


FORWARD-LOOKING STATEMENTS................................................11


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


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


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


PLAN OF DISTRIBUTION......................................................17


DESCRIPTION OF OFFERED SECURITIES.........................................19


LEGAL MATTERS.............................................................19


EXPERTS...................................................................19


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................19


WHERE YOU CAN FIND MORE INFORMATION.......................................20











                                  RISK FACTORS

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

We have  not  generated  any  substantial  operating  revenues  and may not ever
generate substantial revenues.
--------------------------------------------------------------------------------
         To date, we have not generated substantial revenues from operations. As
of March 31, 2003, we have generated  $288,318 of revenues from our titanium and
nanoparticle processing technology and $28,270 from use of the jig in consulting
contracts.  We have not completed exploration of the Tennessee mineral property.
We can  provide  no  assurance  that we will  ever  generate  revenues  from the
Tennessee  mineral property or that we will generate  substantial  revenues from
the titanium and nanoparticle processing technology and the jig.

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 2001 were $6,021,532 and our losses
from  operations in 2002 were  $7,856,711.  We will continue to experience a net
operating loss until, and if, the titanium processing technology, the jig and/or
the Tennessee mineral property begin generating  significant  revenues.  Even if
any or all such products or projects begin generating  significant revenues, the
revenues may not exceed our costs of production and operating  expenses.  We may
not ever realize a profit from operations.

We may not be able to raise sufficient capital to meet future obligations.
--------------------------------------------------------------------------------
         As of March 31, 2003,  we had $296,148 in cash,  and a working  capital
deficit.  Although we have raised additional capital since March 31, 2003, we do
not expect  that this  capital,  when  combined  with  projected  revenues  from
nanoparticle   sales,  will  be  sufficient  to  fund  our  ongoing  operations.
Accordingly,  we will need to raise significant amounts of additional capital in
the future in order to sustain our ongoing  operations  and continue the testing
and additional development work necessary to place the titanium and nanoparticle
processing  technology  into  continuous  operation.  In addition,  we will need
additional  capital for  exploration of the Tennessee  mineral  property.  If we
determine to construct and operate a mine on the Tennessee mineral property,  we
will need to obtain a  significant  amount of  additional  capital  to  complete
construction of the mine and commence operations.

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

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


                                        2



         o   the amount of our capital needs;
         o the market's  perception of technology  and/or minerals stocks; o the
         economics of projects being pursued;  o the market's  perception of our
         ability to generate revenue through
             the licensing of our  nanoparticle  technology for  pharmaceutical,
             pigment production and other uses;
         o   the market's perception of our ability to recover minerals with the
             jig or titanium processing technology or from the Tennessee mineral
             property; and
         o   the price, volatility and trading volume of our common shares.

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

We  have a  substantial  number  of  warrants,  options  and  other  convertible
securities  outstanding and may issue a significant  number of additional shares
upon exercise or conversion thereof.
--------------------------------------------------------------------------------
         As of December 31, 2002, there were outstanding warrants to purchase up
to 9,170,171  common shares at a weighted  average  exercise  price of $1.92 per
share and  options  to  purchase  up to  4,061,700  common  shares at a weighted
average exercise price of $3.83 per share. We have issued additional options and
warrants  since such date. The existence of such warrants and options may hinder
future  equity  offerings,  and the  exercise of such  warrants  and options may
further  dilute the interests of all  shareholders.  Future resale of the common
shares issuable on the exercise of such warrants and options may have an adverse
effect on the prevailing market price of the common shares.

         In addition,  we have issued a Second Amended and Restated Secured Term
Note.  Under the Second  Amended and  Restated  Secured  Term Note, a conversion
right with  respect to  $280,000 of  principal  accrued on March 1, 2003 and may
accrue on each of September 1, 2003,  December 1, 2003 and March 1, 2004. If the
amount that would be subject to a conversion  right is prepaid prior to the date
of accrual,  such conversion right does not accrue.  Once a conversion right has
accrued, the principal amount subject to that conversion right cannot be prepaid
unless all principal amounts not subject to a conversion right have been prepaid
in full. Each conversion right gives the holder the right to convert the subject
principal amount into common shares at a conversion price equal to the lesser of
(a)  $1.00  per share and (b) 70% of the  average  of the  closing  price of our
common  shares for the five trading  days ending on the trading day  immediately
preceding the date on which that conversion right accrued.

         To date,  we have  issued  924,613  common  shares  as a result  of the
exercise  of  conversion  rights that  accrued on March 1, 2003 and,  subject to
shareholder  approval  of our  transactions  with the  noteholder  at our annual
meeting in June 2003, are obligated to issue an additional  47,608 common shares
with respect to the conversion rights that accrued on March 1, 2003. In order to
illustrate  the  relationship  between the market price of our common shares and
the issuance of common  shares upon the exercise of  conversion  rights that may
accrue under the Second Amended and Restated Secured Term Note between September
1, 2003 and March 1, 2004,  the following  table sets forth how many  additional
common  shares  would be issued upon the exercise of such  conversion  rights if
such conversion rights accrue and the average of the closing price of our common
stock for the five trading days ending on the day before each  conversion  right
accrues is (a) $1.43 or greater,  (b) $0.50 per share,  (c) $0.25 per share, and
(d) $0.10 per share. Such prices are selected for illustration purposes only and
do not  reflect our actual  estimate of the average of the closing  price of our
common shares for any particular period.

                                        3




                                           $1.43 or
                                            Greater      $0.50       $0.25         $0.10

                                                                    
                 Shares Issuable(1)         840,000    2,400,000   4,800,000    12,000,000

              Percentage of Outstanding(2)
                            Common Shares      2.2%         6.1%       11.5%         24.4%


         (1) Assumes that  shareholder  approval is obtained for the transaction
         in which we issued the Second  Amended and  Restated  Secured Term Note
         and all related  transactions,  that no principal is prepaid,  that all
         conversion rights accrue and are exercised at the same time and that no
         default  occurs and that no  penalties  or premiums  are required to be
         paid.

         (2)  Represents  percentage  of  outstanding  common  shares  following
         exchange assuming the 37,113,412  common shares  outstanding on June 1,
         2003 are outstanding on the date of conversion.

The  potential  accrual  of such  conversion  rights may  hinder  future  equity
offerings,  and the  exercise of any  conversion  rights that accrue may further
dilute the interests of all shareholders.  The sale in the open market of common
shares  issuable  upon the  exercise  of  conversion  rights may place  downward
pressure  on the market  price of our common  shares.  Speculative  traders  may
anticipate the exercise of conversion  rights and, in  anticipation of a decline
in the market  price of our common  shares,  engage in short sales of our common
shares. Such short sales could further negatively affect the market price of our
common shares.

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

We have  pledged  substantial  assets to secure the Second  Amended and Restated
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 Second Amended and Restated  Secured Term
Note with a face value of $1,400,000,  principal  amount  outstanding as of June
23, 2003 of $853,711  and a due date of March 31,  2004.  Altair  Nanomaterials,
Inc. owns and operates the titanium and  nanoparticle  processing  technology we
acquired from BHP Minerals  International  Inc. in 1999.  The Second Amended and
Restated  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 Second
Amended and Restated Secured Term Note, severe remedies will be available to the
holder of the Second Amended and Restated Secured Term Note, including immediate
seizure and disposition of all pledged assets.

                                        4


We have  issued a  $3,000,000  note to secure the  purchase  of the land and the
building where our titanium processing assets are located.
--------------------------------------------------------------------------------
         In August 2002, we entered into a purchase and sale  agreement with BHP
Minerals International Inc. to purchase the land, building and fixtures in Reno,
Nevada where our titanium and  nanoparticle  processing  assets are located.  In
connection with this transaction, BHP also agreed to terminate our obligation to
pay royalties  associated with the sale or use of the titanium and  nanoparticle
processing  technology.  In  return,  we issued  to BHP a note in the  amount of
$3,000,000,  at an interest rate of 7%, secured by the property we acquired. The
first payment of $600,000 of principal plus accrued  interest is due February 8,
2006.  Additional payments of $600,000 plus accrued interest are due annually on
February 8, 2007 through 2010.  If we fail to make the required  payments on the
note,  BHP has the right to  foreclose  and take the  property.  If this  should
occur,  we would be required  to relocate  our  titanium  processing  assets and
offices, causing a significant disruption in our business.

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

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

We are dependent on key personnel.
--------------------------------------------------------------------------------
         Our  continued  success  will  depend  to a  significant  extent on the
services of Dr. William P. Long, our Chief Executive  Officer,  Dr. Rudi Moerck,
our President,  and Mr. C. Patrick  Costin,  our Vice President and President of
Fine Gold  Recovery  Systems,  Inc.  and  Mineral  Recovery  Systems,  Inc.  our
wholly-owned  subsidiary.  The loss or unavailability of Dr. Long, Dr. Moerck or
Mr. Costin could have a material  adverse  effect on us. We do not carry key man
insurance on the lives of Dr. Long, Dr. Moerck or Mr. Costin.

                                        5


We may issue  substantial  amounts  of  additional  shares  without  stockholder
approval.
--------------------------------------------------------------------------------
         Our articles of  incorporation  authorize  the issuance of an unlimited
number of common  shares.  All such  shares may be issued  without any action or
approval by our stockholders.  In addition, we have two stock option plans which
have  potential for diluting the ownership  interests of our  stockholders.  The
issuance of any  additional  common shares would further  dilute the  percentage
ownership of Altair held by existing stockholders.

The market price of our common shares is extremely volatile.
--------------------------------------------------------------------------------
         Our common shares are listed on the Nasdaq SmallCap Market.  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  and
             nanoparticle  processing  technology,  the  jig  or  the  Tennessee
             mineral property;
         o   Dominance  of  trading in our  common  shares by a small  number of
             firms;
         o   Positive or negative announcements by us or our competitors;
         o   Uncertainty  regarding  our ability to maintain  our listing on the
             Nasdaq  SmallCap  Market  and/or  continue  as a going  concern;  o
         Industry trends, general economic conditions in the United States
             or  elsewhere,  or  the  general  markets  for  equity  securities,
             minerals, or commodities; and
         o   Speculation  by short sellers of our common shares or other persons
             who stand to profit from a rapid  increase or decrease in the price
             of our common shares.

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

If you purchase shares in this offering, you will face immediate and substantial
dilution.
--------------------------------------------------------------------------------
         This offering involves  immediate  substantial  dilution to prospective
investors.  The book value per common share immediately  following this offering
will likely be substantially less than the price you pay per common share.

                                        6



We may be unable to exploit  the  potential  pharmaceutical  application  of our
titanium and nanoparticle processing technology.
--------------------------------------------------------------------------------
         We do not  have  the  technical  or  financial  resources  to  complete
development  of,  and take to  market,  any  pharmaceutical  application  of our
titanium  and  nanoparticle  processing  technology.  In order for us to get any
significant,  long-term benefit from any potential pharmaceutical application of
our technology, the following must occur:

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

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

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

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

Although we may receive some significant  one-time payments in various stages of
the testing and evaluation of the pharmaceutical  application of our technology,
we do not expect to receive  significant ongoing revenue unless and until an end
product incorporating the technology goes to market.

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

We may not be able  to  sell  nanoparticles  produced  using  the  titanium  and
nanoparticle processing technology.
--------------------------------------------------------------------------------
         We plan to use the titanium and nanoparticle  processing  technology to
produce titanium dioxide nanoparticles. Titanium dioxide nanoparticles and other
products we intend to  initially  produce  with the  titanium  and  nanoparticle
processing  technology  generally must be customized for a specific  application
working in cooperation  with the end user. We are still testing and  customizing
our titanium dioxide nanoparticle  products for various applications and have no
long-term agreements with end users to purchase any of our titanium dioxide


                                        7


nanoparticle products. We may be unable to recoup our investment in the titanium
and nanoparticle  processing  technology and titanium  processing  equipment for
various reasons, including the following:

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

         o   the  development  of products  potentially  using our  nanoparticle
             products,  most of which are in the development  stage,  may not be
             completed, or no market may exist for such end products;

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

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

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

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

Our costs of production may be too high to permit profitability.
--------------------------------------------------------------------------------
         We have not  produced  any  mineral  products  using our  titanium  and
nanoparticle  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 titanium dioxide
and other products at a lower price than is economical for us.

         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  titanium  dioxide  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 and nanoparticle  processing technology.  We may never
develop a production model of the jig.

Even if we complete  development of the jig, the jig may prove  unmarketable and
may not perform as anticipated in a commercial operation.
--------------------------------------------------------------------------------
         The  designed  capacity  of the  Series  12 jig is too  small  for coal
washing, heavy minerals extraction,  and most other intended applications of the
jig,  except use in small placer gold mines or similar  operations.  Even if the
Series 12 jig is completed and performs to design  specifications  in subsequent
tests or at a  commercial  facility,  we  believe  that,  because  of its  small
capacity, the potential market for the Series 12 jig is limited.

                                        8



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

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

Certain patents for the jig have expired, and those that have not expired may be
difficult to enforce.
--------------------------------------------------------------------------------
         All of the initial  patents issued on the jig have expired,  and we are
unable to prevent competitors from copying the technology once protected by such
patents. Additional patents related to the process through which water is pulsed
through the cylindrical  screen on the jig expire beginning in 2010, and patents
for an efficiency-enhancing aspect of the cylindrical screen expire during 2018.
The cost of enforcing patents is often significant,  especially outside of North
America. Accordingly, we may be unable to enforce even our patents that have not
yet expired.

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

         Even if we again commence  feasibility testing on the Tennessee mineral
property,  we are unable to provide any  assurance  that mining of the Tennessee
mineral  property is feasible or to identify all processes that we would need to
complete  before we could commence a mining  operation on the Tennessee  mineral
property.  To the extent early feasibility  testing yields positive results,  we
expect feasibility testing to involve, among other things, the following:

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


                                        9



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;  and/or
         o   that  mining  the  Tennessee  mineral  property  is  otherwise  not
             economically or technically feasible.

         Even  if we  conclude  that  mining  is  economically  and  technically
feasible  on the  Tennessee  mineral  property,  we may be unable to obtain  the
capital, resources and permits necessary to mine the Tennessee mineral property.
Market  factors,  such as a decline  in the price  of, or demand  for,  minerals
recoverable  at  the  Tennessee  mineral  property,  may  adversely  affect  the
development  of mining  operations  on such  property.  In addition,  as we move
through the testing  process,  we may identify  additional items that need to be
researched and resolved before any proposed mining operation could commence.

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

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




                                       10




                           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
and nanoparticle 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.

                                 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 March 31, 2003 was $2,917,642,
or approximately $.09 per each of the 32,755,941 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  $.09
per share.

         As of June 1, 2003,  there were  outstanding  warrants  and  options to
purchase up to 16,426,786  common  shares.  In addition,  under the terms of our
$1,400,000  Second Amended and Restated Secured Term Note conversions  right may
accrue with respect to an  indeterminable  number of common shares  beginning on
September 1, 2003.  The  existence  of such  options,  warrants and  conversions
rights may hinder  future  equity  offerings  by us,  and the  exercise  of such
warrants and options may have an adverse effect on the  prevailing  market price
of the common  shares.  Furthermore,  the holders of such options,  warrants and
conversion rights may exercise them at a time when we would otherwise be able to
obtain additional equity capital on terms more favorable to us.

                                       11


                              SELLING SHAREHOLDERS

         All of the offered  shares are to be sold by persons  who are  existing
security holders of Altair. The selling  shareholders  acquired their shares and
warrants in private placements of (i) 175,000 warrants to purchase common shares
that we completed on March 5, 2003,  (ii) 35,000 common shares that we completed
on March 11, 2003,  (iii)  2,015,504  common  shares,  together  with  1,007,753
warrants to purchase common shares,  that we completed on or about May 22, 2003,
(iv)  200,000  common  shares,  together  with and 200,000  warrants to purchase
common shares,  that we completed on or about July 23, 2001 (which warrants were
subsequently  amended on June 5, 2003) and (v) 800,000 common  shares,  together
with and 800,000  warrants to purchase  common  shares,  that we completed on or
about June 19, 2001, which warrants were subsequently amended on June 5, 2003.

         Of the common shares offered  hereby,  2,050,504 are currently owned by
the selling shareholders and 1,979,084 are issuable upon exercise of outstanding
warrants.  For purposes of this  prospectus,  we have assumed that the number of
shares  issuable  upon  exercise of each of the warrants is the number stated on
the face thereof.  The number of shares  issuable upon exercise of the warrants,
and  available  for  resale  hereunder,  is  subject  to  adjustment  and  could
materially  differ from the estimated  amount  depending on the  occurrence of a
stock split, stock dividend,  or similar transaction  resulting in an adjustment
in the number of shares subject to the warrants.

                  Beneficial Ownership of Selling Shareholders

         The table  that  begins on the top of the next page sets  forth,  as of
June 1, 2003:

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

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



                                       12



                                                                                            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)
- ------------------------------     ----------------    -------------    --------------     -------------    ------------
                                                                                                
Cranshire Capital, L.P.               3,169,361(3)         8.1%          1,569,768(4)      1,599,593(5)        4.1%
   Mitchell Kopin**

Vertical Ventures, LLC                  872,093(6)         2.3%            872,093(6)           0               --
    Joshua Silverman**

Photon Fund Ltd.                        581,396(7)         1.6%            581,396(7)           0               --
    Terrence Duffy**

Louis Schnur                         3,707,629 (8)         9.9%            796,331(9)      3,707,629(8)        9.9%

Ernest Pellegrino                       95,000(10)          *              95,000(10)           0               --

First   Montauk    Securities
Corp.                                   40,000(11)          *              40,000(11)           0               --
     Ernest Pellegrino**

Shrirang Jeurkar                        35,000(12)          *              35,000(12)           0               --

Sid L. Anderson Co.                         35,000          *                  35,000           0               --
     Sid L. Anderson**

Angela Metelitsa                         5,000(13)          *               5,000(13)           0               --

All Selling  Shareholders  as        8,540,379(14)        18.81%          4,029,588         5,307,222          13.6%
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.

(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) 37,113,412, which is
         the number of common shares  actually  outstanding on June 1, 2003, and
         (b) common shares subject to exercisable warrants and conversion rights
         held by the person with respect to which such percentage is calculated.
(3)      Includes  2,122,849  common shares  issuable by us upon the exercise of
         warrants held by Cranshire Capital,  L.P., 523,256 of which are offered
         pursuant to this prospectus.
(4)      Includes  523,256  common  shares  issuable by us upon the  exercise of
         warrants  held by  Cranshire  Capital,  L.P.,  all of which are offered
         pursuant to this prospectus.
(5)      Includes  1,599,593  common shares  issuable by us upon the exercise of
         warrants  held by Cranshire  Capital,  L.P.,  none of which are offered
         pursuant to this prospectus.
(6)      Includes  290,698  common  shares  issuable by us upon the  exercise of
         warrants  held by  Vertical  Ventures,  LLC,  all of which are  offered
         pursuant to this prospectus.

                                       13


(7)      Includes  193,799  common  shares  issuable by us upon the  exercise of
         warrants held by Photon Fund Ltd., all of which are offered pursuant to
         this prospectus.
(8)      Includes  1,841,426  common shares  issuable by us upon the exercise of
         warrants held by Louis Schnur and affiliated entities, 796,331 of which
         are offered pursuant to this prospectus. Does not include warrants held
         by Mr.  Schnur that may not be  exercised as a result of a provision in
         such warrant  prohibiting  their exercise if,  following such exercise,
         the holder and affiliates would beneficially own more than 9.99% of the
         outstanding common shares.
(9)      Includes  796,331  common  shares  issuable by us upon the  exercise of
         warrants  held by Louis  Schnur,  all of which are offered  pursuant to
         this prospectus.
(10)     Includes  95,000  common  shares  issuable  by us upon the  exercise of
         warrants held by Ernest  Pellegrino,  all of which are offered pursuant
         to this prospectus.
(11)     Includes  40,000  common  shares  issuable  by us upon the  exercise of
         warrants  held by First  Montauk  Securities  Corp.,  all of which  are
         offered pursuant to this prospectus.
(12)     Includes  35,000  common  shares  issuable  by us upon the  exercise of
         warrants held by Shrirang Jeurkar, all of which are offered pursuant to
         this prospectus.
(13)     Includes  5,000  common  shares  issuable  by us upon the  exercise  of
         warrants held by Angela Metelitsa, all of which are offered pursuant to
         this prospectus.
(14)     Includes  5,420,103  common shares  issuable by us upon the exercise of
         warrants held by all of the selling shareholders as a group,  1,979,084
         of which are offered pursuant to this prospectus.

         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 and Warrants

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

         Cranshire  Capital L.P.  acquired  1,046,512  common shares and 523,256
Series 2003C Warrants in a private  placement to three  institutional  investors
that closed on May 19,  2003.  Each Series 2003C  Warrant  permits the holder to
acquire  one common  share at an  exercise  price of $1.35 per share at any time
prior to the  earlier of (a) May 27,  2008,  and (b) after one year from date of
issue or anytime  after the shares are  registered,  the 180th day following the
date the closing price of the common shares equals or exceeds $3.50 for 10 days,
whether  or  not  consecutive.   The  Series  2003C  Warrants  include  standard
anti-dilution  provisions  pursuant  to which the  exercise  price and number of
shares issuable thereunder are adjusted  proportionately in the event of a stock
split, stock dividend, recapitalization or similar transaction. The Series 2003C
Warrants also include a provision prohibiting their exercise to the extent that,
giving effect to such  exercise,  the number of common shares then  beneficially
owned by the holder would  exceed  9.999% of the then total number of issued and
outstanding  common  shares.  The shares  that may be offered  pursuant  to this
prospectus  include such common shares,  and the common shares issuable upon the
exercise of such Series 2003C Warrants.

                                       14


Vertical Ventures LLC
----------------------

         Vertical Ventures LLC acquired 581,395 common shares and 290,698 Series
2003C  Warrants in a private  placement to three  institutional  investors  that
closed on May 19, 2003.  Each Series 2003C Warrant permits the holder to acquire
one common  share at an  exercise  price of $1.35 per share at any time prior to
the  earlier of (a) May 27,  2008,  and (b) after one year from date of issue or
anytime  after the shares are  registered,  the 180th day following the date the
closing price of the common shares equals or exceeds $3.50 for 10 days,  whether
or not consecutive.  The Series 2003C Warrants  include  standard  anti-dilution
provisions  pursuant to which the exercise  price and number of shares  issuable
thereunder  are adjusted  proportionately  in the event of a stock split,  stock
dividend,  recapitalization  or similar  transaction.  The Series 2003C Warrants
also include a provision  prohibiting  their exercise to the extent that, giving
effect to such exercise,  the number of common shares then beneficially owned by
the  holder  would  exceed  9.999%  of the  then  total  number  of  issued  and
outstanding  common  shares.  The shares  that may be offered  pursuant  to this
prospectus  include such common shares,  and the common shares issuable upon the
exercise of such Series 2003C Warrants.

Photon Fund Ltd.
-----------------

         Photon Fund Ltd acquired 387,597 common shares and 193,799 Series 2003C
Warrants in a private placement to three institutional  investors that closed on
May 19, 2003. Each Series 2003C Warrant permits the holder to acquire one common
share at an  exercise  price of $1.35 per share at any time prior to the earlier
of (a) May 27, 2008,  and (b) after one year from date of issue or anytime after
the shares are registered, the 180th day following the date the closing price of
the  common  shares  equals  or  exceeds  $3.50  for  10  days,  whether  or not
consecutive. The Series 2003C Warrants include standard anti-dilution provisions
pursuant to which the exercise  price and number of shares  issuable  thereunder
are  adjusted  proportionately  in the event of a stock split,  stock  dividend,
recapitalization or similar transaction.  The Series 2003C Warrants also include
a provision prohibiting their exercise to the extent that, giving effect to such
exercise,  the number of common  shares  then  beneficially  owned by the holder
would exceed  9.999% of the then total number of issued and  outstanding  common
shares.  The shares that may be offered pursuant to this prospectus include such
common shares,  and the common shares  issuable upon the exercise of such Series
2003C Warrants.

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

         Louis 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
that,  as amended  pursuant to an Amendment to Common  Share  Purchase  Warrants
dated  June 5,  2003,  entitle  the holder to  purchase  one common  share at an
exercise  price of $1.00 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. The
200,000  warrants also include  100,000  Series 2001B  warrants that, as amended
pursuant to an Amendment to Common Share  Purchase  Warrants dated June 5, 2003,
entitle the holder to purchase  one common  share at an exercise  price of $1.00
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.  The primary  effect of the
Amendment to Common Share Purchase Warrants dated June 5, 2003 was to reduce the
exercise price of affected warrants to $1.00 per share.

                                       15


         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
that,  as amended  pursuant to an Amendment to Common  Share  Purchase  Warrants
dated  June 5,  2003,  entitle  the holder to  purchase  one common  share at an
exercise  price of $1.00 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. The
800,000  warrants also include  400,000  Series 2001 B Warrants that, as amended
pursuant to an Amendment to Common Share  Purchase  Warrants dated June 5, 2003,
entitle the holder to purchase one common  share at the exercise  price of $1.00
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.  Of these  400,000  Series
2001B Warrants,  203,669 have  previously been exercised by the holder,  leaving
196,331 of such Series 2001B  Warrants  unexercised.  The primary  effect of the
Amendment to Common Share Purchase Warrants dated June 5, 2003 was to reduce the
exercise price of affected warrants to $1.00 per share.

         The  Series  2001A  and  Series   2001B   Warrants   include   standard
anti-dilution  provisions  pursuant  to which the  exercise  price and number of
shares issuable thereunder are adjusted  proportionately in the event of a stock
split, stock dividend, recapitalization or similar transaction. The Series 2001A
and Series 2001B Warrants also include a provision prohibiting their exercise to
the extent that,  giving  effect to such  exercise,  the number of common shares
then  beneficially  owned by the holder  would  exceed  9.999% of the then total
number of issued and outstanding  common shares.  The shares that may be offered
pursuant to this prospectus include the common shares issuable upon the exercise
of such Series 2001A Warrants and the remaining unexercised 396,331 Series 2001B
Warrants.  The shares  that may be offered  pursuant to this  prospectus  do not
include any common shares purchased together with such warrants on June 19, 2001
and July 23,  2001 or any common  shares  issued  upon  exercise  of the 203,669
Series 2001B Warrants exercised prior to the date of this prospectus.

Ernest Pellegrino, First Montauk Securities Corp.,  Shrirang Jeukar  and  Angela
Metelitsa
--------------------------------------------------------------------------------

         Pursuant to an Advisory and  Consultant  Agreement  dated March 5, 2003
with First Montauk  Securities  Corp.,  we granted to First  Montauk  Securities
Corp. and certain of its  affiliates,  in exchange for consulting  services,  an
aggregate  of 175,000  Series  2003D  Warrants in a private  placement.  Of such
Series 2003D  Warrants,  95,000 were granted to Ernest  Pellegrino,  40,000 were
granted to First  Montauk  Securities  Corp.,  35,000  were  granted to Shrirang
Jeurkar and 5,000 were granted to Angela  Metelitsa.  Each Series 2003D  Warrant
permits the holder to acquire one common share at an exercise price of $0.45 per
share at any time prior to March 5, 2008.  The 2003D Warrants  include  standard
anti-dilution  provisions  pursuant  to which the  exercise  price and number of
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 such Series 2003D Warrants.

                                       16


Sid L. Anderson

         Pursuant to an Advisory  Services  Contract dated January 29, 2003 with
The Sid L.  Anderson  Company,  we granted The Sid L.  Anderson  Company  35,000
common  shares.  The shares  that may be  offered  pursuant  to this  prospectus
include such common shares.

                              PLAN OF DISTRIBUTION

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

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

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

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

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

                                       17


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

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

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

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

         In order to comply  with the  securities  laws of  certain  states,  if
applicable, the selling shareholders have agreed that 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 our common  shares  provided in the  Current  Report on Form 8-K
filed with the SEC on July 18, 2002. For a description of the warrants  pursuant
to  which  certain  of  such  common  shares  may be  acquired  by  the  selling
shareholders, see the section entitled "Selling Shareholders" above.

                                       18


                                  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 for the year ended
December  31,  2002 have been  audited  by  Deloitte & Touche  LLP,  independent
auditors,  as stated in their report  (which  report  expresses  an  unqualified
opinion and includes an explanatory  paragraph referring to the uncertainty that
the Company will be able to continue as a going concern),  which is incorporated
herein by reference,  and have been so  incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

         (a) Our  Annual  Report on Form 10-K for the year  ended  December  31,
             2002, filed with the SEC on March 17, 2003, as amended by Amendment
             No. 1 on Form 10-K/A filed with the SEC on April 29, 2003.

         (b) Our  Quarterly  Report on Form 10-Q for the quarter ended March 31,
             2003 filed with the SEC on May 14, 2003.

         (c) Our Current Report on Form 8-K filed with the SEC on May 28, 2003.

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

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

                                       19


                       WHERE YOU CAN FIND MORE INFORMATION

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

         In addition,  we will provide,  without charge,  to each person to whom
this prospectus is delivered, upon written or oral request of any such person, a
copy of any or all of the  foregoing  documents  (other  than  exhibits  to such
documents  which  are  not  specifically   incorporated  by  reference  in  such
documents).   Please  direct   written   requests  for  such  copies  to  Altair
Nanotechnologies Inc. at 204 Edison Way, Reno, Nevada 89502, U.S.A.,  Attention:
Ed Dickinson, Chief Financial Officer. Telephone requests may be directed to the
office of the Chief Financial Officer at (775) 858-3750.

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



                                       20




                                      II-7




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


                                                           
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                      4,029,588 Common Shares
securities in any  jurisdiction  where it is unlawful.
The  information  in this  prospectus is current as of
June 25, 2003.

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

                                                                            4,029,588 COMMON SHARES






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

                                                                                  Prospectus

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







                                                                                 June 25, 2003


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






                                      II-1


                                     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                             $379

NASD registration fees                                    $17,500

Accounting fees and expenses                               $5,000

Legal fees and expenses                                   $20,000

Blue Sky fees and expenses                                 $3,000

Printing Expenses                                          $1,000

Miscellaneous Expenses                                     $3,121

                                           Total:         $50,000

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

Our Bylaws

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

         In addition,  the  Registrant  has  submitted to its  shareholders  for
approval at a June 27, 2003 special and annual meeting a By-law  Amendment which
will make it mandatory  (rather than  permissive) for the Registrant to advanced
monies to an  indemnifiable  officer,  director or similar  person in connection
with threatened or pending litigation.

The Canada Business Corporations Act

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

         (1)  A  corporation   may  indemnify  a  director  or  officer  of  the
corporation,  a  former  director  or  officer  of the  corporation  or  another
individual  who acts or acted at the  corporation's  request  as a  director  or
officer, or an individual acting in a similar capacity, of another entity,


                                      II-1


against all costs,  charges and expenses,  including an amount paid to settle an
action or satisfy a judgment,  reasonably  incurred by the individual in respect
of any civil,  criminal,  administrative,  investigative  or other proceeding in
which  the  individual  is  involved   because  of  that  association  with  the
corporation or other entity.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      II-2


Employment Agreements With Certain Officers

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

Other Indemnification Information

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

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

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



                                      II-3





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

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



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

            4.2     Form of Series 2003C Warrant                Incorporated  by  reference to the  Company's  Current
                                                                Report on Form 8-K filed  with the  Commission  on May
                                                                28, 2003, File No. 1-12497.

            4.3     Form of Series 2003D Warrant                Incorporated by reference to the Company's Registration
                                                                Statement on Form S-3, File No. 333-106138, filed with
                                                                the Commission on June 16, 2003.

            4.4     Form of Registration  Rights  Agreement     Incorporated  by  reference to the  Company's  Current
                    (May 2003 private placement)                Report on Form 8-K filed  with the  Commission  on May
                                                                28, 2003, File No. 1-12497.

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

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

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

            4.8     Amendment  to  Common  Share   Purchase     Incorporated by reference to the Company's Registration
                    Warrants dated June 5, 2003                 Statement on Form S-3, File No. 333-106138, filed with
                                                                the Commission on June 16, 2003.

              5     Opinion of  Goodman  and Carr LLP as to     Filed herewith
                    legality of securities offered

           10.1     Form of Registration  Rights  Agreement     Incorporated  by  reference to the  Company's  Current
                    (May 2003 private placement)                Report on Form 8-K filed  with the  Commission  on May
                                                                28, 2003, File No. 1-12497.

           23.1     Consent of Deloitte & Touche LLP            Filed herewith

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

             24     Powers of Attorney                          Incorporated by reference to the Company's Registration
                                                                Statement on Form S-3, File No. 333-106138, filed with
                                                                the Commission on June 16, 2003.



                                      II-4



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

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



                                      II-5




                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Amendment No. 1
to  Registration  Statement  on  Form  S-3 to be  signed  on its  behalf  by the
undersigned,  thereunto duly authorized,  in the City of Cody, State of Wyoming,
on June 25, 2003.

                                       ALTAIR NANOTECHNOLOGIES INC.


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

                   ADDITIONAL SIGNATURES AND POWER OF ATTORNEY

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.



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

                                                                                                
 /s/ William P. Long                        Chief Executive Officer, and Director                     June 25, 2003
-------------------------------------       (Principal Executive Officer and authorized
William P. Long                             representative of the Company in the United States)



 /s/ Edward H. Dickinson                    Chief Financial Officer and Director                      June 25, 2003
-------------------------------------       (Principal Financial Officer and Principal
Edward H. Dickinson                         Accounting Officer)


/s/ James I. Golla**                        Director                                                  June 25, 2003
--------------------------------------
James I. Golla


                                            Director
-------------------------------------
George E. Hartman


/s/ Robert Sheldon**                        Director                                                  June 25, 2003
-------------------------------------
Robert Sheldon


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




                                      II-6






                                  EXHIBIT INDEX

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



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

            4.2     Form of Series 2003C Warrant                Incorporated  by  reference to the  Company's  Current
                                                                Report on Form 8-K filed  with the  Commission  on May
                                                                28, 2003, File No. 1-12497.

            4.3     Form of Series 2003D Warrant                Incorporated by reference to the Company's Registration
                                                                Statement on Form S-3, File No. 333-106138, filed with
                                                                the Commission on June 16, 2003.

            4.4     Form of Registration  Rights  Agreement     Incorporated  by  reference to the  Company's  Current
                    (May 2003 private placement)                Report on Form 8-K filed  with the  Commission  on May
                                                                28, 2003, File No. 1-12497.

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

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

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

            4.8     Amendment  to  Common  Share   Purchase     Incorporated by reference to the Company's Registration
                    Warrants dated June 5, 2003                 Statement on Form S-3, File No. 333-106138, filed with
                                                                the Commission on June 16, 2003.

              5     Opinion of  Goodman  and Carr LLP as to     Filed herewith
                    legality of securities offered

           10.1     Form of Registration  Rights  Agreement     Incorporated  by  reference to the  Company's  Current
                    (May 2003 private placement)                Report on Form 8-K filed  with the  Commission  on May
                                                                28, 2003, File No. 1-12497.

           23.1     Consent of Deloitte & Touche LLP            Filed herewith

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

             24     Powers of Attorney                          Incorporated by reference to the Company's Registration
                                                                Statement on Form S-3, File No. 333-106138, filed with
                                                                the Commission on June 16, 2003.




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