SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             --------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                   Under the
                            Securities Act of 1933
                             --------------------

                           ALTAIR INTERNATIONAL INC.
            (Exact name of registrant as specified in its charter)

               Province of                                  None
                Ontario,                              (I.R.S. Employer
                 Canada                              Identification No.)
     (State or other jurisdiction of
      incorporation or organization)

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

                        1725 Sheridan Avenue, Suite 140
                              Cody, Wyoming 82414
                   (Address of Principal Executive Offices,
                              including Zip Code)

                           ALTAIR INTERNATIONAL INC.
                              STOCK OPTION PLAN

                           (Full title of the plan)

           WILLIAM P. LONG                             Copy to:
              President                             BRIAN G. LLOYD
       Altair International Inc.         Kimball, Parr, Waddoups, Brown & Gee
   1725 Sheridan Avenue, Suite 140        185 South State Street, Suite 1300
         Cody, Wyoming 82414                  Salt Lake City, Utah 84111
           (307) 587-8245                          (801) 532-7840
     (Name, address and telephone
     number, including area code,
         of agent for service)
                                   
                             --------------------

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                       Proposed              Proposed
                                                        Maximum               Maximum
                                  Amount to be      Offering Price           Aggregate         Amount of
Title of Securities to be          Registered    Registered per Share(1)  Offering Price   Registration Fee(1)
--------------------------------------------------------------------------------------------------------------
<S>                                <C>                   <C>               <C>                 <C>      
Common Shares, no par value . .    2,500,000             $6.188            $15,468,750         $4,687.50
                                     shares
==============================================================================================================
</TABLE>

(1)   Pursuant to Rules  457(h)(1)  and 457(c),  the  offering  price per share,
      aggregate offering price and registration fee are computed on the basis of
      the  average of the high and low sales  prices as  reported  on the Nasdaq
      SmallCap Market on July 7, 1997.




<PAGE>



                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Plan Annual Information.*

      *     Information  required by Part I to be contained in the Section 10(a)
            prospectus is omitted from this Registration Statement in accordance
            with Rule 428 under the  Securities  Act of 1933,  as  amended  (the
            "Securities  Act"),  and the Note to Part I of Form S-8  promulgated
            thereunder.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

      The  following   documents  filed  by  Altair   International   Inc.  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference in this Registration Statement:

      (a) The  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1996, as amended by an Amendment No. 1 to the  Registrant's  Annual
Report on Form 10-K/A filed with the Commission on June 9, 1997.

      (b) The  Registrant's  Quarterly  Report  on Form  10-Q for the  quarterly
period ended March 31, 1997.

      (c) The  description  of the  Registrant's  Common  Stock,  no par  value,
contained in the Registrant's  Registration Statement on Form 10 filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),  including any
amendment  or report  filed under the  Exchange  Act for the purpose of updating
such description.

      In addition,  all documents  subsequently filed by the Registrant pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing of such documents.

      The financial  statements and schedule of the  Registrant  included in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, as
amended by  Amendment  No. 1 to the  Registrant's  Annual  Report on Form 10-K/A
filed with the Commission on June 9, 1997, and incorporated by reference in this
Registration  Statement,  have been  audited by  McGovern,  Hurley,  Cunningham,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in giving said reports.

      Future  financial  statements of the Registrant and the reports thereon by
McGovern,  Hurley,  Cunningham  also will be  incorporated  by  reference in the
Registration Statement in reliance upon the authority of that firm as experts in
giving those reports;  provided,  however, only to the extent that said firm has
audited  those  financial  statements  and consented to the use of their reports
thereon.



                                     2

<PAGE>



Item 4.  Description of Securities.

      Not applicable.


Item 5.  Interests of Named Experts and Counsel.

      Not applicable.


Item 6.  Indemnification of Directors and Officers.

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

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

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

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

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

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

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

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

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

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


                                     3

<PAGE>



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

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

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

      Pursuant to an employment  agreement  with William P. Long, the President,
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. 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.

      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.


Item 7.  Exemption from Registration Claimed.

      Not applicable.


Item 8.  Exhibits.

      See the Exhibit Index on page 7.


Item 9.  Undertakings.

                                     4

<PAGE>




      (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;

                  (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
      Registrant  pursuant to Section 13 or Section  15(d) of the  Exchange  Act
      that are incorporated by reference in the Registration Statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

      (b) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant'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  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  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.


                                     5

<PAGE>



                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Cody, State of Wyoming, on June 18, 1997

                                    ALTAIR INTERNATIONAL INC.


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


                               POWER OF ATTORNEY

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

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


/s/  William P. Long                                           
----------------------     President, Chief Executive Officer,     June 18, 1997
William P. Long            and Director (Principal Executive 
                           Officer and authorized representative
                           of the Registrant in the United States)

/s/  C. Patrick Costin     Vice President and Chief Financial      June 18, 1997
----------------------     Officer (Principal Financial Officer  
C. Patrick Costin          and Principal Accounting Officer)



/s/ James I. Golla         Secretary and Director                  June 18, 1997
----------------------
James I. Golla



/s/ George E. Hartman      Director                                June 18, 1997
----------------------
George E. Hartman



/s/ Robert Sheldon         Director                                June 18, 1997
----------------------
Robert Sheldon


                                     6

<PAGE>


                           ALTAIR INTERNATIONAL INC

                                 EXHIBIT INDEX

Exhibit                                                        Sequential System
 No.                          Exhibit                                Page No.
-----      -------------------------------------------------       -------------

4.1        Articles of Incorporation of the Registrant 
           (incorporated by reference to Registration 
           Statement on Form 10-SB filed with the Commission                   
           on November 25, 1996).                                       --

4.2        Amendment to Articles of Incorporation of the    
           Registrant dated November 6, 1996 (incorporated 
           by reference to Amendment No. 1 to Registration 
           Statement on Form 10 filed with the Commission on
           December 23, 1996).                                          --  

4.3        Bylaws of the Registrant (incorporated by reference
           to Registration Statement on Form 10-SB filed with
           the Commission on November 25, 1996).                        --

4.4        Form of Common Stock Certificate (incorporated
           by reference to Registration Statement on Form
           10-SB filed with the Commission on November 25,
           1996).                                                       --

4.5        Altair International Inc. Stock Option Plan                  8

 5         Opinion of Beach, Hepburn as to the legality
           of the securities offered                                    13

23.1       Consent of Beach, Hepburn (included in Exhibit No. 5)        --

23.2       Consent of McGovern, Hurley, Cunningham                      15

24         Powers of Attorney (included on page 7 of the
           Registration statement).                                     --



                                     7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22820}]
{"company-data": {"conformed-name": "ALTAIR INTERNATIONAL INC", "cik": "0001016546", "assigned-sic": "1000", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33481", "film-number": "97658096"}, "business-address": {"street1": "1725 SHERIDAN AVE", "street2": "SUITE 140", "city": "CODY", "state": "WY", "zip": "82414", "phone": "3075878245"}, "mail-address": {"street1": "1725 SHERIDAN AVE", "street2": "SUITE 140", "city": "CODY", "state": "WY", "zip": "82414"}, "former-company": {"former-conformed-name": "ALTAIR INTERNATIONAL GOLD INC", "date-changed": "19960611"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             --------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                   Under the
                            Securities Act of 1933
                             --------------------

                           ALTAIR INTERNATIONAL INC.
            (Exact name of registrant as specified in its charter)

               Province of                                  None
                Ontario,                              (I.R.S. Employer
                 Canada                              Identification No.)
     (State or other jurisdiction of
      incorporation or organization)

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

                        1725 Sheridan Avenue, Suite 140
                              Cody, Wyoming 82414
                   (Address of Principal Executive Offices,
                              including Zip Code)

                           ALTAIR INTERNATIONAL INC.
                              STOCK OPTION PLAN

                           (Full title of the plan)

           WILLIAM P. LONG                             Copy to:
              President                             BRIAN G. LLOYD
       Altair International Inc.         Kimball, Parr, Waddoups, Brown & Gee
   1725 Sheridan Avenue, Suite 140        185 South State Street, Suite 1300
         Cody, Wyoming 82414                  Salt Lake City, Utah 84111
           (307) 587-8245                          (801) 532-7840
     (Name, address and telephone
     number, including area code,
         of agent for service)
                                   
                             --------------------
CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                       Proposed              Proposed
                                                        Maximum               Maximum
                                  Amount to be      Offering Price           Aggregate         Amount of
Title of Securities to be          Registered    Registered per Share(1)  Offering Price   Registration Fee(1)
--------------------------------------------------------------------------------------------------------------
Common Shares, no par value . .    2,500,000             $6.188            $15,468,750         $4,687.50
                                     shares
==============================================================================================================
(1)   Pursuant to Rules  457(h)(1)  and 457(c),  the  offering  price per share,
      aggregate offering price and registration fee are computed on the basis of
      the  average of the high and low sales  prices as  reported  on the Nasdaq
      SmallCap Market on July 7, 1997.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Plan Annual Information.*

      *     Information  required by Part I to be contained in the Section 10(a)
            prospectus is omitted from this Registration Statement in accordance
            with Rule 428 under the  Securities  Act of 1933,  as  amended  (the
            "Securities  Act"),  and the Note to Part I of Form S-8  promulgated
            thereunder.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The  following   documents  filed  by  Altair   International   Inc.  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference in this Registration Statement:

      (a) The  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1996, as amended by an Amendment No. 1 to the  Registrant's  Annual
Report on Form 10-K/A filed with the Commission on June 9, 1997.

      (b) The  Registrant's  Quarterly  Report  on Form  10-Q for the  quarterly
period ended March 31, 1997.

      (c) The  description  of the  Registrant's  Common  Stock,  no par  value,
contained in the Registrant's  Registration Statement on Form 10 filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),  including any
amendment  or report  filed under the  Exchange  Act for the purpose of updating
such description.

      In addition,  all documents  subsequently filed by the Registrant pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing of such documents.

      The financial  statements and schedule of the  Registrant  included in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, as
amended by  Amendment  No. 1 to the  Registrant's  Annual  Report on Form 10-K/A
filed with the Commission on June 9, 1997, and incorporated by reference in this
Registration  Statement,  have been  audited by  McGovern,  Hurley,  Cunningham,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in giving said reports.

      Future  financial  statements of the Registrant and the reports thereon by
McGovern,  Hurley,  Cunningham  also will be  incorporated  by  reference in the
Registration Statement in reliance upon the authority of that firm as experts in
giving those reports;  provided,  however, only to the extent that said firm has
audited  those  financial  statements  and consented to the use of their reports
thereon.

                                     2
Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

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

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

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

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

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

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

                                     3
Subsection  136(5)  of the Act  provides  that a  corporation  or a person
referred to in subsection  136(1) of the Act may apply to the court for an order
approving an indemnity  under  section 136 of the Act and the court may so order
and make any further order it thinks fit.

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

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

      Pursuant to an employment  agreement  with William P. Long, the President,
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. 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.

      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.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      See the Exhibit Index on page 7.

Item 9.  Undertakings.

                                     4
(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;

                  (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
      Registrant  pursuant to Section 13 or Section  15(d) of the  Exchange  Act
      that are incorporated by reference in the Registration Statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

      (b) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant'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  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  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.

                                     5
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Cody, State of Wyoming, on June 18, 1997

                                    ALTAIR INTERNATIONAL INC.

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

                               POWER OF ATTORNEY

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

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

/s/  William P. Long                                           
----------------------     President, Chief Executive Officer,     June 18, 1997
William P. Long            and Director (Principal Executive 
                           Officer and authorized representative
                           of the Registrant in the United States)

/s/  C. Patrick Costin     Vice President and Chief Financial      June 18, 1997
----------------------     Officer (Principal Financial Officer  
C. Patrick Costin          and Principal Accounting Officer)

/s/ James I. Golla         Secretary and Director                  June 18, 1997
----------------------
James I. Golla

/s/ George E. Hartman      Director                                June 18, 1997
----------------------
George E. Hartman

/s/ Robert Sheldon         Director                                June 18, 1997
----------------------
Robert Sheldon

                                     6
ALTAIR INTERNATIONAL INC

                                 EXHIBIT INDEX

Exhibit                                                        Sequential System
 No.                          Exhibit                                Page No.
-----      -------------------------------------------------       -------------

4.1        Articles of Incorporation of the Registrant 
           (incorporated by reference to Registration 
           Statement on Form 10-SB filed with the Commission                   
           on November 25, 1996).                                       --

4.2        Amendment to Articles of Incorporation of the    
           Registrant dated November 6, 1996 (incorporated 
           by reference to Amendment No. 1 to Registration 
           Statement on Form 10 filed with the Commission on
           December 23, 1996).                                          --  

4.3        Bylaws of the Registrant (incorporated by reference
           to Registration Statement on Form 10-SB filed with
           the Commission on November 25, 1996).                        --

4.4        Form of Common Stock Certificate (incorporated
           by reference to Registration Statement on Form
           10-SB filed with the Commission on November 25,
           1996).                                                       --

4.5        Altair International Inc. Stock Option Plan                  8

 5         Opinion of Beach, Hepburn as to the legality
           of the securities offered                                    13

23.1       Consent of Beach, Hepburn (included in Exhibit No. 5)        --

23.2       Consent of McGovern, Hurley, Cunningham                      15

24         Powers of Attorney (included on page 7 of the
           Registration statement).                                     --

                                     7