UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________________ TO
_________________
ALTAIR INTERNATIONAL INC.
-------------------------
(Exact name of registrant as specified in its charter)
Province of
Ontario,
Canada 1-12497 None
------ ------- ----
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1725 Sheridan Avenue, Suite 140
Cody, Wyoming 82414
---------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (307) 587-8245
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ].
As of March 31, 2000, the registrant had 15,862,882
Common Shares outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
ALTAIR INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
(unaudited) (audited)
----------------- -------------------
ASSETS
<S> <C> <C>
Current
Cash and short-term investments $ 1,368,566 $ 153,580
Other current assets 771,407 980,453
------------------ -------------------
2,139,973 1,134,033
Capital
Property and equipment (Cost, net of amortization) 2,442,119 2,507,878
Patents and related expenditures
(Cost, net of amortization) 9,818,803 10,001,967
Mineral properties and related deferred exploration
expenditures 2,154,434 2,021,052
Goodwill, net 8,820 8,978
----------------- -------------------
Total Assets $ 16,564,149 $ 15,673,908
================= ===================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 94,768 $ 199,676
Current portion of notes payable 6,846,354 7,363,600
----------------- -------------------
Total Liabilities 6,941,122 7,563,276
----------------- -------------------
SHAREHOLDERS' EQUITY
Capital stock issued
15,862,882 common shares at March 31, 2000; 15,474,915
shares at December 31, 1999 20,160,741 18,324,963
Contributed surplus 655,098 655,098
Deficit (11,192,812) (10,869,429
----------------- -------------------
Total Shareholders' Equity 9,623,027 8,110,632
----------------- -------------------
Total Liabilities and Shareholders' Equity $ 16,564,149 $ 15,673,908
================= ===================
</TABLE>
1
<PAGE>
ALTAIR INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------- ---------------
2000 1999
----------------- ---------------
<S> <C> <C>
Operating Expenses
Wages and administration $ 96,803 $ 83,047
Testing, research and development 240,171 79,937
Professional fees 61,436 26,332
Shareholder relations 29,602 41,267
General and office 28,816 29,394
Travel 20,292 17,218
Occupancy costs 62,892 17,251
Shareholders' meetings and reports 4,283 20,953
Insurance 17,897 15,200
Government fees and taxes - 20,680
Stock exchange fees 18,505 18,505
Corporate services 775 2,096
Transfer agent's fees 712 518
Bank charges 511 177
Gain on foreign exchange (558,763) (1,105)
Amortization 259,045 98,841
----------------- --------------
282,977 470,311
Interest on long-term debt 41,759 -
Interest income (1,353) (32,242)
----------------- ---------------
Net loss for the period $ 323,383 $ 438,069
================= ===============
Basic net loss per share $ 0.02 $ 0.03
================= ===============
</TABLE>
2
<PAGE>
ALTAIR INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------- -------------
2000 1999
-------------- -------------
<S> <C> <C>
Cash flows from operating activities
Net loss for the period $ (323,383) $ (438,069)
Items not involving cash:
Amortization 259,045 98,841
Unrealized gain on foreign exchange (559,005) -
-------------- -------------
(623,343) (339,228)
Changes in non-cash working capital balances:
Other current assets 209,046 27,447
Accounts payable and accrued liabilities (104,908) (66,680)
Current portion of notes payable 41,759 -
-------------- -------------
Net cash used in operating activities (477,446) (378,461)
-------------- -------------
Cash flows from investing activities
Purchase of mineral properties and related
deferred exploration expenditures (133,382) (153,247)
Purchase of capital assets (4,029) (137,898)
Purchase of centrifugal jig patents and related
expenditures (5,935) (1,849)
-------------- -------------
Net cash used in investing activities (143,346) (292,994)
-------------- -------------
Cash flows from financing activities
Issuance of common shares for cash, net of share
issue costs 1,500,000 1,662,500
Proceeds from exercise of stock options 335,778 -
Payment of notes payable - (6,000)
-------------- -------------
Net cash provided by financing activities 1,835,778 1,656,500
-------------- -------------
Net increase in cash and short-term investments 1,214,986 985,045
Cash and short-term investments, beginning of period 153,580 3,100,577
-------------- -------------
Cash and short-term investments, end of period $ 1,368,566 $ 4,085,622
============== ===============
</TABLE>
3
<PAGE>
ALTAIR INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Preparation of Financial Statements
These unaudited interim financial statements of Altair International
Inc. and its subsidiaries (collectively, the "Company") have been prepared in
accordance with the rules and regulations of the United States Securities and
Exchange Commission (the "Commission"). Such rules and regulations allow the
omission of certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles, so long as the statements are not misleading. In the opinion of
Company management, these financial statements and accompanying notes contain
all adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the financial position and results of operations for the periods
shown. These interim financial statements should be read in conjunction with the
audited financial statements and notes thereto contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999 filed with the
Commission on April 12, 2000.
The Company is an Ontario corporation and, in the past, has prepared its
interim and year-end financial statements in accordance with generally accepted
accounting principles in Canada ("Canadian GAAP"). Because the Company's
operations are centered in the United States, the Company determined effective
January 1, 1997 that its functional currency is the U.S. Dollar and determined
effective January 1, 1998 to prepare its interim financial statements in
accordance with accounting principles generally accepted in the United States
("U.S. GAAP"). Accordingly, the foregoing unaudited interim financial statements
are denominated in U.S. Dollars and presented in accordance with U.S. GAAP.
The results of operations for the three-month period ended March 31,
2000 are not necessarily indicative of the results to be expected for the full
year.
Note 2. Capital Stock
On January 31, 2000, the Company issued 75,000 common shares of the
Company ("Common Shares") and 37,500 Series L Warrants at the price of $4.00 per
unit of one Common Share and one-half Series L Warrant (a "Unit"). Each Series L
Warrant entitles the holder to acquire one Common Share at the price of $6.00 on
or before 5:00 p.m. (Mountain Standard Time) on the earlier of (i) January 31,
2003, and (ii) the date thirty days following the fifth day (whether or not
consecutive) the closing price of the Common Shares on the Nasdaq National
Market exceeds $8.00 per share.
On March 2, 2000, the Company issued an additional 50,000 Common Shares
and 25,000 Series L Warrants, at the price of $4.00 per Unit. Each Series L
Warrant entitles the holder to acquire one Common Share at the price of $6.00 on
or before 5:00 p.m. (Mountain Standard Time) on the earlier of (i) March 2,
2004, and (ii) the date thirty days following the fifth day (whether or not
consecutive) the closing price of the Common Shares on the Nasdaq National
Market exceeds $8.00 per share.
On March 3, 2000, the Company issued an additional 166,667 Common Shares
and 83,333 Series M Warrants, at the price of $6.00 per Unit. Each Series M
Warrant entitles the holder to acquire one Common Share at the price of $8.00 on
or before 5:00 p.m. (Mountain Standard Time) on the earlier of (i) March 3,
2004, and (ii) the date thirty days following the fifth day (whether or not
consecutive) the closing price of the Common Shares on the Nasdaq National
Market exceeds $10.00 per share.
Total gross proceeds from the aforementioned sales were $1,500,000.
On or about March 31, 2000, the Company issued 25,000 Shares and 75,000
Warrants in a private placement pursuant to the terms of a consulting agreement
dated as of February 15, 2000 in consideration of consulting services to be
provided to the Company. The Warrants have an exercise price of $4.00 per share
and are exercisable at any time on or before February 15, 2003.
4
<PAGE>
During the three months ended March 31, 2000, options to purchase 71,300
Common Shares were exercised at prices ranging from $4.13 to $6.13. Gross
proceeds from the exercise of these options were $335,778. During the same
period, options to purchase 230,000 Common Shares were issued to employees and
service providers at prices equal to the market price on the Nasdaq Stock Market
on the day prior to the date of issuance. As of March 31, 2000, options to
purchase 3,188,700 Common Shares were outstanding.
Note 3. Development Stage Company
As of March 31, 2000, the Company would be characterized as a
development stage enterprise under Statement of Financial Accounting Standards
No. 7 ("SFAS 7"). The following is a summary of the deficit accumulated during
the development stage prepared in accordance with SFAS 7:
<TABLE>
<CAPTION>
Accumulated deficit
during the
development stage
<S> <C>
Professional fees $ 1,665,985
Salaries and wages 2,342,302
Shareholders' expenses 1,344,228
Office and general 2,363,148
Loss on sale of mining claims 101,047
Amortization 2,290,701
Interest on long-term debt 138,760
Write off of mineral properties and related
deferred exploration expenditures 1,385,997
Write off of organization costs 8,563
--------------------
11,640,731
Less:
Interest income (582,773)
Gain on sale of marketable securities (35,773)
Lease payments (143,754)
Gain on forgiveness of debt (795,973)
Option payments (70,906)
--------------------
Total accumulated loss 10,011,552
Convertible debenture costs 537,731
Share issue costs 60,557
Accretion of equity element of convertible debentures 144,801
Premium on conversion of convertible debentures 244,915
Premium on redemption of convertible debentures 193,256
--------------------
Accumulated deficit, March 31, 2000 $ 11,192,812
====================
</TABLE>
5
<PAGE>
Note 4. Subsequent Event
On April 7, 2000, the Company entered into a common stock purchase
agreement and an equity line of credit agreement with an investor. Pursuant to
the common stock purchase agreement, the Company has issued 1,251,303 Common
Shares and 250,261 warrants for gross proceeds of $6,000,000 before deducting
estimated costs of the issue of $455,000 and 75,085 warrants.
Each warrant entitles the holder to purchase one Common Share at a price
of $6.75 on or before March 31, 2003.
The 1,251,303 Common Shares are subject to a "repricing period" of 120
days. During the repricing period, additional shares may be issued through a
reset provision that compares market price in the repricing period to an
adjusted original issue price.
Pursuant to the equity line of credit agreement, the Company has the
right to cause the investor to purchase up to $10 million of the Company's
Common Shares over an 18-month period at a discounted market price based on the
five lowest closing bid prices of the Common Shares for the ten trading days
following the Company's notice. The timing and amounts of the purchases are at
the discretion of the Company. Each additional purchase may be no greater than
66.7% of the average daily weighted dollar trading volume of the Common Shares
for the twenty days preceding both the notice and closing of the purchase. In
addition, the average market value during the same twenty-day period must be
greater than $2.00 per share.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion summarizes the material changes in the
Company's financial condition between December 31, 1999 and March 31, 2000 and
the material changes in the results of operations and financial condition of the
Company between the three-month periods ended March 31, 2000 and March 31, 1999.
This discussion should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.
Results of Operations
The Company has earned no operating revenues to date. Basic net losses
totaled $323,383 ($.02 per share) during the first three months of 2000 and
$438,069 ($.03 per share) during the same period of 1999. Principal factors
contributing to the losses during these periods were the absence of revenue
together with the incurrence of operating expenses.
In November 1999, the Company acquired all patents and technology
related to a hydrometallurgical process developed by BHP Minerals International,
Inc. ("BHP") primarily for the production of titanium dioxide ("TiO2") products
from titanium bearing ores or concentrates (i.e., the "Technology"), all
tangible equipment and other assets (i.e., the "Assets") used by BHP to develop
and implement the Technology, and the use for one year of the services of the
BHP personnel presently developing the Technology. Since acquiring the
Technology and Assets, the Company has focused its efforts on the production and
marketing of TiO2 nanoparticles. The acquisition of the Technology and Assets,
together with the Company's production and marketing efforts, has had a
significant effect on the Company's results of operations during the three
months ended March 31, 2000 as described below.
In connection with the acquisition, the Company entered into a services
agreement with BHP wherein BHP agreed to provide, through December 31, 2000,
certain services necessary to continue development and testing of the Technology
and operation of the Assets. The costs associated with this service agreement
are approximately $71,000 per month and are recorded as testing, research and
development expense for the three months ended March 31, 2000. The Company
incurred no comparable expense during the three months ended March 31, 1999.
The Company also entered into a lease agreement with BHP to lease the
space occupied by the Assets at a BHP facility in Reno, Nevada. The lease cost
is $15,000 per month and is reflected as occupancy costs in the Consolidated
Statements of Operations. The Company did not experience comparable lease costs
in the three months ended March 31, 1999.
Professional fees increased from $26,332 during the three months ended
March 31, 1999 to $61,436 during the three months ended March 31, 2000 due to
legal costs associated with patent reviews and trademark filings related to the
Technology, and consulting costs for marketing and production management related
to TiO2 nanoparticle products.
The Company is amortizing the costs of the Technology and Assets
acquired from BHP at approximately $53,000 per month. This amount (approximately
$159,000 for the three months ended March 31, 2000) represents the increase in
amortization expense for the three months ended March 31, 2000 over the same
period in 1999.
The purchase price for the Technology and Assets was 15,000,000
Australian dollars ("AUD$") and is payable in four equal installments. The first
installment was paid at closing in November 1999 and the second payment, which
was originally due February 15, 2000, has been rescheduled by Letter of
Amendment, with interest at 15% per annum, until May 15, 2000. The remaining two
payments are due and payable on May 15, 2000 and August 15, 2000. Since the
purchase price is payable in Australian dollars, the liability to BHP is subject
to exchange rate fluctuations. From December 31, 1999 to March 31, 2000, the
American dollar strengthened significantly against the Australian dollar,
resulting in a gain on foreign exchange of approximately $559,000. At March 31,
2000, the Company recorded accrued interest of $41,759 due to BHP on the second
installment of the purchase price which is due on May 15, 2000.
7
<PAGE>
Interest income decreased for the three months ended March 31, 2000
from the comparable period of 1999 due to a decrease in cash available for
short-term investment. This decrease in cash resulted from the payment of the
initial installment of approximately $2.4 million to BHP in November 1999.
Liquidity and Capital Resources
The Company has financed its operations since inception primarily by the
issuance of equity securities (Common Shares, convertible debentures, and
options and warrants to purchase Common Shares) with aggregate net proceeds of
$20,815,839 as of March 31, 2000. During the first three months of 2000, the
Company received cash proceeds of $1,500,000 from sales of 291,667 Common Shares
and 145,833 warrants, and received $335,778 from the exercise of stock options.
The Company has earned no revenues and has incurred recurring losses. At
December 31, 1999 the Company's accumulated deficit was $10,869,429. The deficit
increased by $323,383 to $11,192,812 during the first three months of 2000, due
to the net loss for the period of $323,383.
On March 31, 2000, the Company entered into a common stock purchase
agreement and an equity line of credit agreement with an investor. Under the
terms of the stock purchase portion of the agreement, the Company issued to the
investor 1,251,303 Common Shares for $6 million. After the initial issuance,
additional shares may be issued through a reset provision that compares market
price in the reset period to an adjusted original issue price. The investor also
received warrants for 250,261 shares of Common Stock exercisable at $6.75 per
share through March 31, 2003.
Under the terms of the equity line of credit, the Company has the option
to cause the investor to purchase up to $10 million of the Company's Common
Stock during an 18-month period. The stock is to be issued at a discount to
market price with the timing and amounts of purchases at the discretion of the
Company (subject to the price of the Common Stock remaining in excess of $2 per
share and the average daily weighted dollar trading volume of the Common Stock
being at least 150% of the amount of the additional financing).
The Company intends to use the proceeds received to date and any
additional proceeds to pay the remaining AUD$11,250,000 due to BHP, fund the
estimated $5.5 million needed for the completion of the feasibility study on the
Tennessee Mineral Property, and provide working capital.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. 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. Statements in this report regarding the
sufficiency of the Company's working capital, development of the Technology and
Assets, Jig or any mineral properties, and any future acquisition activities are
forward-looking statements. You should 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.
8
<PAGE>
Among the key factors that may have a direct bearing on the Company's
operating results are various risks and uncertainties including, but not limited
to, those attributable to the absence of operating revenues or profits,
uncertainties regarding the development and commercialization of the Jig,
development risks associated with the Tennessee Mineral Property, risks related
to the Company's purchase and proposed development and exploitation of the
Technology and Assets and uncertainties regarding the Company's ability to
obtain capital sufficient to pursue its proposed business strategy. Risk
factors, cautionary statements and other conditions that could cause actual
results to differ are contained in the Company's filings with the Securities and
Exchange Commission, including the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Although the Company is an Ontario corporation, it conducts
substantially all of its operations in the United States and holds substantially
all of its cash in United States Dollar denominated bank accounts. The Company's
liability to BHP in connection with the purchase of the Technology and Assets is
stated in Australian dollars and is, therefore, subject to exchange rate risk.
As a result, the Company's obligation to pay BHP AUD$7,500,000 on May 15, 2000
and AUD$3,750,000 on August 15, 2000 will increase as the Australian Dollar
becomes stronger against the United States Dollar and will decrease as the
Australian Dollar weakens against the United States Dollar. Exchange rates tend
to fluctuate widely, and there is a real risk that the cost in United States
Dollars of repaying the Company's AUD$11,250,000 obligation may increase
significantly during the period between the date of this report and the date the
Company pays, or is required to pay, such obligation.
By way of illustration, on November 15, 1999, when the Company
consummated its purchase of the Processing Technology and Processing Assets, the
cost of an Australian Dollar in United States Dollars (or the U.S.$ to AUD$
exchange rate) was $.6403. As a result, the Company's AUD$11,250,000 liability
to BHP was equal to U.S.$7,202,738 on November 15, 1999. Between November 15,
1999 and December 31, 1999, the United States Dollar weakened in relation to the
Australian Dollar such that the Company's liability to BHP increased by $160,862
to $7,363,600. (An unrealized loss in that amount appears on the Company's
Consolidated Statements of Operations and Deficit for the year ended December
31, 1999). However, during the period between January 1, 2000 and March 31,
2000, the United States Dollar strengthened in relation to the Australian
Dollar, with the result that the liability to BHP on March 31, 2000 has
decreased by $559,005 from the amount at December 31, 1999 and $398,143 from the
amount at November 15, 1999 to $6,804,595. Because of the exchange rate exposure
on its liability to BHP, the amount in United States Dollars of the Company's
liability to BHP will continue to fluctuate until such liability is paid in
full.
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds (Unregistered Sales of
Securities)
On March 3, 2000, the Company issued an additional 166,667 Common Shares
and 83,333 Series M Warrants, at the price of $6.00 per Unit. Each Series M
Warrant entitles the holder to acquire one Common Share at the price of $8.00 on
or before 5:00 p.m. (Mountain Standard Time) on the earlier of (i) March 3,
2004, and (ii) the date thirty days following the fifth day (whether or not
consecutive) the closing price of the Common Shares on the Nasdaq National
Market exceeds $10.00 per share.
On or about March 31, 2000, the Company issued 25,000 Shares and 75,000
Warrants (in a series identified as De Jong Warrants) in a private placement
pursuant to the terms of a consulting agreement dated as of February 15, 2000 in
consideration of consulting services to be provided to the Company. The Warrants
have an exercise price of $4.00 per share and are exercisable at any time on or
before February 15, 2003.
9
<PAGE>
Each of the above-described issuances of Common Shares and Warrants was
effected in reliance upon the exemption for sales of securities not involving a
public offering, as set forth in Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"), based upon the following: (a) the investor
represented and warranted to the Company that it was an "accredited investor,"
as defined in Rule 501 of Regulation D promulgated under the Securities Act and
had such background, education, and experience in financial and business matters
as to be able to evaluate the merits and risks of an investment in the
securities; (b) there was no public offering or general solicitation with
respect to the offering, and the investor represented and warranted that it was
acquiring the securities for its own account and not with an intent to
distribute such securities; (c) the investor was provided with any and all other
information requested by the investor with respect to the Company, (d) the
investor acknowledged that all securities being purchased were "restricted
securities" for purposes of the Securities Act, and agreed to transfer such
securities only in a transaction registered with the SEC under the Securities
Act or exempt from registration under the Securities Act; and (e) a legend was
placed on the certificates and other documents representing each such security
stating that it was restricted and could only be transferred if subsequently
registered under the Securities Act or transferred in a transaction exempt from
registration under the Securities Act.
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index attached hereto.
(b) No reports on Form 8-K have been filed during the first quarter of
2000.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Altair International Inc.
May 10, 2000 By:/s/ William P. Long
------------ -----------------------
Date William P. Long,
President
May 10, 2000 By:/s/ Edward H. Dickinson
------------ ---------------------------
Date Edward H. Dickinson,
Chief Financial Officer
11
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Description Incorporated by Reference/
Filed Herewith
- ---------------- ---------------------------------------- -------------------------------------------------------
<S> <C> <C>
Articles of Incorporation of the Incorporated by reference to Registration Statement
3.1 Registrant on Form 10 SB filed with the Commission on November
25, 1996.
Amendment to Articles of Incorporation Incorporated by reference to Amendment No. 1 to
3.2 of the Registrant dated November 6, Registration Statement on Form 10 filed with the
1996 Commission on December 23, 1996.
Incorporated by reference to Registration Statement
3.3 Bylaws of the Registrant on Form 10 SB filed with the Commission on November
25, 1996.
Incorporated by reference to Registration Statement
4.1 Form of Common Stock Certificate on Form 10-SB filed with the Commission on November
25, 1996.
Incorporated by reference to the Company's Current
Report on Form 8-K filed with the Commission on
4.2 Form of Warrant (related to January 13, 1998, as amended by Amendment No. 1 to
Convertible Debentures) Current Report on Form 8-K/A, filed on January 21,
1998.
Incorporated by reference to the Company's Quarterly
4.3 Form of Series J Warrant Report on Form 10-Q filed on May 15, 1999.
Incorporated by reference to the Company's Annual
4.4 Form of Series K Warrant Report on Form 10-K filed with the Commission on
April 12, 2000.
Incorporated by reference to the Company's Annual
4.5 Form of Series L Warrant Report on Form 10-K filed with the Commission on
April 12, 2000.
Incorporated by reference to Registration Statement
4.6 Form of Series M Warrant on Form S-3, No. 333-36462, filed with the Commission
on May 5, 2000.
Incorporated by reference to Registration Statement
4.7 Form of DeJong Warrant on Form S-3, No. 333-36462, filed with the Commission
on May 5, 2000.
Incorporated by reference to Registration Statement
4.8 Form of Series N Warrant on Form S-3, No. 333-36462, filed with the Commission
on May 5, 2000.
Shareholders Rights Plan Agreement
dated November 27, 1998, between Incorporated by reference to the Company's Current
4.9 Altair International Inc. and Equity Report on Form 8-K filed with the Commission on
Transfer Services Inc. December 29, 1998.
Amended and Restated Shareholder
Rights Plan dated October 15, 1999, Incorporated by reference to the Company's Current
4.10 between the Company and Equity Report on Form 8-K filed with the Commission on
Transfer Services, Inc. November 19, 1999.
27 Financial Data Schedule Filed herewith.
- -----------------------
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-2000
<CASH> 1368566
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2139973
<PP&E> 2820150
<DEPRECIATION> (378031)
<TOTAL-ASSETS> 16564149
<CURRENT-LIABILITIES> 6941122
<BONDS> 0
0
0
<COMMON> 20160741
<OTHER-SE> (10537714)
<TOTAL-LIABILITY-AND-EQUITY> 16564149
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 282977
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 41759
<INCOME-PRETAX> (323383)
<INCOME-TAX> 0
<INCOME-CONTINUING> (323383)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (323383)
<EPS-BASIC> (.02)
<EPS-DILUTED> 0 <F1>
<FN>
Fully diluted EPS not computed on loss
</FN>
</TABLE>
