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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

[X]   Annual Report Pursuant To Section 13 Or 15(d) Of The Securities
      Exchange Act Of 1934

      For the fiscal year ended January 31, 2004
                                ----------------
[  ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange
      Act Of 1934

      For the transition period from _____ to _____

COMMISSION FILE NUMBER:          000-33391
                            ------------------

                        WHISTLER INVESTMENTS, INC.
-------------------------------------------------------------------------------
               (Name of small business issuer in its charter)

                NEVADA                        98-0339467
-----------------------------------------     ---------------------------------
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)


5001 East Bonanza Road, Suite 144-145
Las Vegas, Nevada                             89110
-----------------------------------------     ---------------------------------
(Address of principal executive offices)      (Zip Code)

(702) 296-2754
-----------------------------------------
Issuer's telephone number

Securities registered under
Section 12(b) of the Exchange Act:  NONE

Securities registered under
Section 12(g) of the Exchange Act:  COMMON STOCK, PAR VALUE $0.001 PER SHARE

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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  [__]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]



State issuer's revenues for its most recent fiscal year:  NIL

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.):

$64,762,252.80  based on the  closing  price for our  shares of common  stock of
$5.60 on April 23, 2004.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.  20,083,683 shares of common stock as
at April 23, 2004.

Transitional Small Business Disclosure Format (check one): Yes  [   ]   No  [X]


<PAGE>




                                     PART I



                    NOTE REGARDING FORWARD LOOKING STATEMENTS
        CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
             OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         This  Annual  Report  contains   historical   information  as  well  as
forward-looking  statements.  Statements looking forward in time are included in
this  Annual  Report  pursuant  to the safe  harbor  provisions  of the  Private
Securities  Litigation  Reform Act of 1995.  Such  statements  involve known and
unknown  risks and  uncertainties  that may cause our  actual  results in future
periods to be materially different from any future performance suggested herein.
We wish to caution readers that in addition to the important  factors  described
elsewhere in this Form 10-KSB, the following forward looking  statements,  among
others,  sometimes  have  affected,  and in the future could affect,  our actual
results and could cause our actual consolidated results during 2004, and beyond,
to differ materially from those expressed in any forward-looking statements made
by or on our behalf.


ITEM 1. DESCRIPTION OF BUSINESS.

Background
----------

         Whistler  Investments,  Inc. ("we",  "us", the "Company" or "Whistler")
was incorporated  under the laws of the State of Nevada in April 2000. Since our
incorporation,  we have been  involved  in the  evaluation  of various  business
opportunities including the exploration of the Queen Mineral Property in British
Columbia;  the Azra Shopping Center in Las Vegas, which we acquired on April 10,
2002,  and disposed of on January 1, 2003; a Vancouver  based coffee  franchise;
producing oil and gas properties in California;  and a medical  software product
and services company. To date, none of these business opportunities has resulted
in our generation of meaningful revenue.


         Following  the sale of the  Azra  shopping  center  near the end of our
fiscal year ended  January 31,  2003,  and our  determination  made in the first
quarter of our last fiscal year not to pursue  acquisition of a medical software
company,  we began to focus our  efforts on the  development  and  marketing  of
electric powered vehicles and products.

         In order to begin to take the necessary steps to begin to implement our
new business strategy,  on June 27, 2003, we entered into a licensing  agreement
with NuAge  Electric,  Inc.  ("NuAge"),  whereby we agreed to acquire a license,
subject to a 20% royalty  interest  retained by NuAge,  to all of NuAge's rights
relating to the  manufacture  and sale of two and three wheel electric  vehicles
using an electric power drive system technology licensed by NuAge from Nu Pow'r,
LLC.

         On October 21, 2003, the original licensing  agreement between Whistler
and NuAge was  terminated. This license agreement with Nu Age Electric Inc.  was
terminated due to Whistler's  concern  as to Nu Age's  underlying rights  to the
technologies puportedly being licensed to Whistler. On the same date, we entered
into a new  licensing and distribution  agreement  with RV Systems,  Inc.   ("RV
Systems")to  acquire the worldwide  rights (with the  exception of India for the
two-and three-wheeled vehicle technology) to sell, distribute and/or manufacture
specified products utilizing the portable power systems developed by RV System's
affiliate, Lithium House, Inc. ("Lithium  House"). RV Systems is the licensee of
Lithium  House for all product  development  and  applications of portable power
systems utilizing Lithium House's proprietary lithium battery technology.

         Our agreement with RV Systems includes  licensed  technologies in three
separate product groups: (i) two- and three-wheeled  vehicles to be manufactured
and sold in all  countries  except India;  (ii) lawn and garden  equipment to be
manufactured and sold in all countries; and (iii) Neighborhood Electric Vehicles
(NEV's) to be manufactured and sold in all countries.  We have also entered into
an agreement  to retain the  services of  Mr. Chaz Haba, the founder of  Lithium
House, to provide  technical advice to Whistler's  Board of Directors.  Mr. Haba
is the President of RV Systems, Inc. and the CEO of Lithium House.  Mr. Haba has
a  strong  technology  background,  as  one  of  the  engineers  involved in the
tooling of the  microprocessor  at the beginning of Intel,  and one of the early
investors in Apple Computers in the 1970's.

<PAGE>

         As of January 31, 2004,  Whistler  had cash on hand of $169,428.  As of
January  31,  2004,  Whistler's   liabilities  totaled  $695,205  and  primarily
consisted  of a notes  payable  in the amount of  $553,983  due to Salim S. Rana
Investments  Corp., a major  stockholder of the Company,  in connection with the
acquisition  of Azra Center and  advances by the same  stockholder  to Whistler.
During the period  since its  inception  on April 12, 2000 to January 31,  2004,
Whistler had incurred operating losses totaling $5,728,483. On January 31, 2004,
Whistler  had a working  capital  deficiency  of  $525,777  and a  stockholders'
deficit of $90,933.


         We had  20,083,683  shares of common stock  outstanding as of April 23,
2004.  Our common  stock is traded on the OTC  Bulletin  Board.  On February 25,
2004,  we  announced  that our Board of Directors  had approved a  three-for-one
forward stock split, which was effective Wednesday, March 10, 2004. Stockholders
of record were entitled to three shares of common stock for each share of common
stock held on that date.



General
--------

         We are a development  stage technology  company.  We are engaged in the
development and marketing of electric powered vehicles and products, which would
be the applications of advanced lithium battery technology  developed by Lithium
House,  utilizing the Lithium Portable Power System technology  developed by Mr.
Chaz Haba. We have preliminary  agreements with the Motorcycle  Division and the
International Trade Division of Geely Corporation, China.

         We have placed our technology development into three divisions,  each a
wholly  owned subsidiary of the Company, and allocating the licensing rights for
the  various applications into each applicable division.  Global  Electric Corp.
will  hold   the  licensing  rights  for  all  product  development  other  than
four-wheeled  vehicles.   R-Electric  Car Co. will hold the licensing rights for
product development for all four-wheeled vehicles.  Solium Power Corp. will hold
the  rights  for the advanced Lithium/Solar Power System technology developed by
Mr. Chaz Haba,  for  application  to  residential  and   commercial  properties.

         Under the license agreement with RV Systems, which we signed on October
21,  2003  (the  "License   Agreement"),   we  have  the  worldwide   rights  to
commercialize  applications of Lithium  House's  lithium  battery  technology to
two-, three- and four- wheeled vehicles (except two- and three-wheeled  vehicles
for India), lawn and garden equipment,  watercraft,  and the worldwide rights to
the  advanced   Lithium/Solar   Power  System   technology  for  application  to
residential and commercial properties.

         Lithium  House was  founded in 2002 by  Charles  Haba and  designs  and
builds lithium ion and lithium  polymer  battery packs and systems.  Mr. Haba is
the CEO of Lithium House and President of RV Systems, Inc. Prior to the founding
of Lithium House, Mr. Haba was involved in the founding of Planet Electric, Inc.
(see  description  under "Item 3. Legal  Proceedings"  of litigation  filed by a
stockholder of Planet  Electric,  Inc.).  Lithium House is dedicated to applying
its proprietary methods of lithium battery technology to improve performance and
reliability for everyday power needs. With its substantial  experience  building
lithium battery systems, Lithium House can provide the exact battery and charger
configurations for virtually any application.

Our Licensed Technology
-----------------------

         Under the License  Agreement,  we own the rights to utilize the lithium
ion and lithium  polymer battery packs,  proprietary  controllers and propulsion
systems developed by Lithium House in any two-wheel,  three-wheel and four-wheel
vehicles,  as well as any lawn and garden equipment (with the exception of India
for the two- and three-wheeled vehicle technology).


The Lithium House Battery Packs We Would Use

         The electric  vehicle  battery pack  performs the same  function as the
gasoline tank in a conventional  vehicle: it stores the energy needed to operate
the vehicle.

<PAGE>


         We would not be in the  business of  building  battery  cells.  Lithium
House stocks thousands of batteries and has relationships  with manufacturers in
Korea and China that are capable of large  scale  production  of battery  packs.
Lithium  House's  battery  packs can be  produced  in a wide  variety  of sizes,
capacities and voltages as required by the particular product application.


         Lithium  House  offers  battery and  charging  solutions in seven broad
product areas:  computers,  portable power (such as portable  generators ranging
from purse-size to rolling generators on wheels),  cameras,  lighting (including
lighting belts and power sources for motion picture  cameras,  video,  sound and
production   equipment   with   ranges   of  4  to   120   volt   applications),
recreational/transportation   applications  (including  two-  and  three-wheeled
vehicles  and small  cars),  camping  (primarily  power  packs) and hobby and RC
control models.

         Lithium House uses individual  lithium ion cells that have 4.2 volts DC
and 2.2 amps each and are welded in such a manner (in  parallel  and  series) to
provide up to 224 volts DC and 86.016 KW (thus a battery  pack can contain up to
thousands of the individual  cells)  depending on the voltage and number of amps
required.  The battery  pack may contain many "packs" of the cells each in a ABS
protection  shell for protection  against  abrasion and moisture and will have a
separate  thermal cut off circuit to prevent over  heating and control  circuits
that will monitor the voltage  during  discharge and charging to ensure that the
pack does not go below a minimum voltage or above a maximum.

Electric Motors

         We are using a variety of electric motors in our prototypes. We are not
reliant on any single manufacturer of electric motors.  There are a large number
of domestic and foreign  manufacturers of electric motors,  and we anticipate no
difficulties   in  obtaining   adequate   quantities  of  the  motors  with  the
specifications we require at reasonable commercial prices from a number of these
sources.

Products Under Development
--------------------------

         We have products under development in the following categories.

NEV's

         A neighborhood  electric vehicle or NEV is a 4-wheeled vehicle,  larger
than a go cart but smaller than most light-duty  passenger  vehicles.  NEV's are
usually  configured to carry two or four passengers with a pickup bed. NEV's are
defined by the United States National Highway Traffic Safety  Administration  as
subject to Federal Motor Vehicle Safety Standard (FMVSS} No. 500. Per FMVSS 500,
NEV's have top speeds  between 20 and 25 miles per hour and are  defined as "Low
Speed Vehicles".  FMVSS 500 requires that NEV's be equipped with headlamps, stop
lamps, turn signal lamps, tail lamps,  reflex reflectors,  parking brakes,  rear
view mirrors, windshields, seat belts, and vehicle identification numbers. About
35 states have passed  legislation or regulations  allowing NEV's to be licensed
and  driven  on roads  that are  generally  posted at 35 miles per hour or less.
While  NEV's  were  initially  used  in  gated   communities,   they  have  been
increasingly used by the general public for school transportation,  shopping and
general  neighborhood  trips.  In  addition,  they are used at  military  bases,
national parks, commercial airports and for local government activities.

         We are  developing  an electric car and have under  development  the "R
car". We are developing the  R Car to carry four  passengers, to reach speeds of
up to 90 miles per hour and to have a range of  approximately  200 miles.  The R
Car would be  subject  to  Federal  approvals  in  effect  for  passenger  cars,
including safety standards.

         We believe that the most important  characteristic of our technology is
that the  Lithium  House  battery  power  source  we  intend to use is much more
efficient and powerful than other battery power sources. Vehicles utilizing this
technology  have the ability to travel far greater  distances,  can  recharge in
less time and also  benefit  from weight reduction,  as compared  with  vehicles
using other battery powered  systems.  One of the major historic  hurdles facing
electric  vehicle  manufacturers  is that most power sources would not allow the
vehicle to travel over 100 miles before needing to be recharged. We believe that
we can produce  electric  powered  vehicles with a travel range greater than 200
miles.

<PAGE>


         A significant difference between electric vehicles and gasoline-powered
vehicles  is the number of moving  parts.  The  electric  vehicle  motor has one
moving  part,  the  shaft,  whereas  the  gasoline-powered  vehicle's  motor has
numerous  moving  parts.  Fewer moving parts in the  electric  vehicle  leads to
another  important  difference:  the electric  vehicle  requires  less  periodic
maintenance and is more reliable.  The gasoline-powered  vehicle requires a wide
range of maintenance,  from frequent oil changes filter  replacements,  periodic
tune  ups,  and  exhaust  system  repairs,   to  the  less  frequent   component
replacement,  such as the water pump, fuel pump,  alternator,  etc. The electric
vehicle's  maintenance  requirements  are fewer,  and therefore the  maintenance
costs are lower.  The  electric  motor's  one moving  part,  the shaft,  is very
reliable and requires little or no  maintenance.  The controller and charger are
electronic  devices  with  no  moving  parts,  and  they  require  little  or no
maintenance.  Electric  vehicle  batteries are sealed and are maintenance  free,
However,  the life of these  batteries is limited,  and  batteries  will require
periodic  replacement.  New  batteries  are being  developed  that will not only
extend  the range of  electric  vehicles,  but will also  extend the life of the
battery pack which may eliminate the need to replace the battery pack during the
life of the vehicle.


Lawn and Garden Equipment

         We have not commenced active product development in the lawn and garden
equipment  product  category.  We plan to approach major  manufacturers of these
products with regard to joint product development.


ATV's

         We have  completed  conversion  of  ATV's  that are now  being  tested.
Conversion of ATV's currently  involves  conversion of five small  two-passenger
ATV's we  purchased at Geely and a four-wheel  drive,  two-passenger  ATV with a
truck bed. We have  converted one of the Geely ATV's and the  four-wheel  drive,
two-passenger   ATV,  and  plan  to  send  them  back  to  Geely  in  China  for
pre-production and production manufacturing. We have also developed what we view
as a next generation ATV with four-wheel  independent  suspension  produced by a
major ATV  manufacturer.  This is planned to be the first  "stealth" (or totally
quiet) ATV.  This ATV was  displayed at the Globe 2004  exposition in Vancouver,
B.C., Canada.


Current Joint Venture Negotiations in Progress
----------------------------------------------

China

Upon  invitation from Geely  Corporation,  we and Mr. Chaz Haba have traveled to
China and met with the Motorcycle  Division and the International Trade Division
of Geely Corporation.  We are currently in the process of incorporating in China
to position ourselves for pursuit of joint ventures. We have signed an agreement
with  Geely for  conversion  of  two-wheeled  vehicles,  which is  planned to be
superseded by a proposed joint agreement.   We  will receive two-wheeled "Zebra"
motor bikes from Geely for conversion to lithium battery electric power systems.
After conversion, we plan to use the bikes for beta testing in the United States
and  China  for  rentals and other niche markets.  We have leased space near the
Lithium House office in Van Nuys, California, for this purpose.

India

         We are  currently in  discussions  with Loveson of Bombay India for the
manufacture of bicycles to be converted into electric bikes.

Powerski

 On December 30, 2003 we announced  that we started a joint venture  pursuant to
an agreement with Powerski International,  to create another model of Powerski's
flagship product, the Powerski Jetboard(TM), powered with a Lithium-ion electric
motor.  Our agreement  with Powerski has expired,  and we intend to proceed with
development  of this  model  jetboard  when  electric  motor  parts on order are
delivered. Once the parts are delivered and the new model jetboard is assembled,
we would  determine  whether to initiate  negotiations  for a new agreement with
Powerski.


U.S. Navy

         On  February  5, 2004 we  announced  the  initiation  of a  lithium-ion
conversion  project  with the United  States  Navy.  The project will serve as a
trial,  and the development and  implementation  of this project will take place
within our  facilities in Van Nuys,  California.  We have funded the initial 3kw
prototype for this project,  and we anticipate  the prototype  will be ready for
testing by the Navy in the second quarter of 2004.

<PAGE>


Electric Cars

         We are working  with  California-based  Cinema  Vehicles to develop and
build what we have designated as the "R-Car".  Cinema Vehicles is an established
motion picture vehicle service company. The anticipated use for the R-Car is for
medium to long-range trips, as well as neighborhood use.

         The motor was balanced,  matched to a 6-speed transmission,  and tested
in April 2004. Mr. Haba and his engineers have been working  closely with Cinema
Vehicles  regarding  the  mechanical  aspects  of  this  development  -- we  are
anticipating  that  this  vehicle  will be able to travel at speeds up to 90 mph
with a range of up to 200 miles. The vehicle is currently under testing.

Austin Energy

         On February 27,  2004,  we received a letter from the City of Austin in
respect to the conversion of vehicles for the City of Austin,  TX, subsequent to
a senior level meeting  between Mark Kapner,  Senior  Strategic  Planner for the
City of  Austin,  Mr.  Chaz  Haba  and  representatives  of  Whistler,  at their
development facility at Lithium House in Van Nuys, California. We have purchased
a 2004 Chrysler PT Cruiser -- we are commencing work on the prototype for Austin
Energy,  and hope to have it ready for  testing  in the  second  quarter of this
year.


Solium Power Corp.

         Our Lithium Solar House ("LSH")  project will be under the direction of
Chaz Haba and is to provide a test bed for an alternative source of power to the
home -- not  connected to the power grid.  The power source will be Solar Panels
for  charging of the Lithium  Ion  Batteries,  which are used for storage of the
power.  The system will supply DC power for the home and all  appliances  (using
from 12 volts to 48 volts), lighting, heat,  air, etc.,  and will involve a site
in Van Nuys, California.  We have now received the plans approved by the City of
Van Nuys and are currently  renovating  this Solar House.  The costs involved in
renovating the Solar House are $135,000. The Solar House is immediately adjacent
to Lithium House's facility in Van Nuys, California.


Other Initiatives

         We  believe  that  the keys to our  success  in the  future  will be to
aggressively  pursue  the most  opportunistic  markets  and to  concentrate  our
resources on the market(s)  that  have the  most  return for the time and effort
expended.  We have also  initiated with the Mayor of Mexico City a project aimed
at  converting  pre-existing  vehicles in Latin  America to electric  propulsion
units.  Negotiations for the conversion of several vehicles are now underway. It
is anticipated  that the first  conversions  will be taxi cabs located in Mexico
City.  Mexico City has the world's worst air pollution,  according to the United
Nations, due primarily to vehicle emissions.  The zero-emission vehicle projects
are aimed at reducing  harmful  contaminants  in the city's air, while providing
usable cost-efficient alternate energy sources in public transit vehicles.

Manufacturing
-------------

         We intend to manufacture the lithium power paks in China and Korea, and
to market them by way of infomercials,  as well as by utilizing  distributors in
Canada and the United States. We have no agreements in place with distributors.

Competition
-----------

         The discussion  below  identifies some of our principal  competitors in
the electric vehicle and bicycle areas.

         The  Reva  Electric  Car  Company,  based  in  Bangalore,   India,  was
incorporated  in 1995 as a joint venture between the Bangalore based Maini Group

<PAGE>

and AEVT Inc of Irvindale, California, to manufacture electric vehicles for city
mobility. This company produces a two-door sedan seating two adults in the front
and two children at the back.

         ZAP, headquartered in Santa Rosa, California, is a principal competitor
in electric cars, electric bicycles, electric scooters,  seascooters,  and other
electric products.

         Powabyke, headquartered in Bath, United Kingdom, offers a wide range of
electric bikes in the UK and worldwide.


Our Portable Power System License Agreement
-------------------------------------------

         On October 21,  2003,  the  original  Licensing  Agreement  between the
Company and Nu Age Electric  Inc that we had entered into on June 27, 2003,  was
terminated. This original Licensing Agreement covered the license to us, through
Nu Age Electric  Inc.,  of certain of the products  described  below that we now
license  directly from Lithium  House.  Each party to the amendment  terminating
this  licensing  agreement  agreed  to  indemnify  the  other  party and hold it
harmless from and against any and all losses,  damages,  liabilities,  costs and
expenses  (including,  but not  limited  to,  any and  all  expenses  reasonably
incurred in  investigating  or  defending  against any  litigation  commenced or
threatened or any claim  whatsoever)  which the indemnified Party may sustain or
incur resulting from actions of the  indemnifying  party in connection with that
licensing  agreement  or the breach by the  indemnifying  party of any  material
representation, warranty, or covenant made by it in that licensing agreement.

         On October 21, 2003, we entered into our current License Agreement with
RV  Systems,  Inc.,  a Nevada  corporation,  for the  worldwide  arena (with the
exception of India for the two- and three-wheeled  vehicle  technology) to sell,
distribute  and/or  manufacture  (or  arrange  for  the  sale,  distribution  or
manufacture  of) specified  products  utilizing the portable  power systems (the
"Licensed  Technologies"),  developed by Lithium House,  with principal  offices
located in Van Nuys,  California.  Lithium  House is an affiliate of RV Systems,
and has licensed all product  development to RV Systems for the two-, three- and
four- wheel vehicles,  watercraft,  the solar house and a non-exclusive  license
for battery power packs.

         The License  Agreement with RV Systems covers Licensed  Technologies in
three  separate  product  groups:   two-  and   three-wheeled   vehicles  to  be
manufactured  and sold in all  countries  of the world  except  India;  lawn and
garden  equipment to be manufactured and sold in all countries of the world; and
Neighborhood  Electric  Vehicles to be manufactured and sold in all countries of
the world.


Two- and Three-Wheeled Vehicles

  1.     Motorcycle product - Identification/model:  Stealth H (Harley type)
  2.     Two-Wheel Vehicle - Identification/model:  Stealth V (Vespa-type
         scooter)
  3.     Two-Wheel Bicycle - Recumbent style with motor in the front wheel and
         batteries in the bicycle frame
  4.     Three-wheel bicycle or a three-wheel motorcycle, commonly referred to
         as trikes or Tuk-Tuk's (as in the Thailand style three-wheel taxis).


Lawn and Garden Equipment

Lawn and garden will include two and four wheel  electric  mowers.  It will also
include  leaf  blowers  and any  electric  rotating  lawn  tool  (e.g.,  edgers,
roto-tillers).


Neighborhood Electric Vehicles

Neighborhood electric vehicles include four wheel neighborhood electric vehicles
("NEV's")

         Subject  to the  terms  of  this  License  Agreement,  RV  Systems,  as
Licensor, has granted to us, during the term of the License Agreement,  and upon
the terms and conditions set forth in the License  Agreement,  a  non-assignable
right and license to market,  sell,  manufacture,  and  distribute  the Licensed
Technologies in all countries of the world, with the exception of India for two-

<PAGE>

and three-wheeled  vehicles. We have the right, upon receipt of written approval
and due diligence by the Licensor,  to sublicense any of the rights and licenses
granted in the License Agreement to or enter into  distribution  agreements with
third  parties  ("Sublicensees")  with the  written  consent of  Licensor to the
sublicense or distribution agreement and the approval of Licensor of the related
agreement  or  agreements  with the  particular  Sublicensee,  which  consent or
approval shall not unreasonably be withheld.

         The term of the License  Agreement  commenced on October 21, 2003,  and
continues for a period of five License  Years.  NEV's were added to the Licensed
Technologies on November 14, 2003. The term is  automatically  renewed for three
succeeding License Years unless earlier terminated by either party upon not less
than 90 days prior written notice to the other of intent to terminate.

License Payments

The  Company is  required  to pay the  Licensor  the  technology  payments  (the
"Technology Payments") (to be paid to Lithium House) as specified in the License
Agreement  ($100,000 for two- and three-wheeled  vehicles,  and $50,000 for lawn
and garden equipment) to be paid on or before October 31, 2003. For NEV's we are
required to pay $250,000 no later than December 31, 2003,  with a weekly minimum
of $15,000. We are also required to pay Licensor product development payments of
$400,000,  on or before December 31, 2003, with a weekly minimum of $15,000, for
two- and three-wheeled  vehicles;  $200,000 for lawn and garden equipment, on or
before  December 31, 2003,  with a weekly  minimum of $15,000;  and  $1,000,000,
payable no later than March 31, 2004, with a weekly minimum of $35,000 for NEV's
("Product  Development  Payments").  We have signed additional amendments to the
License Agreement as of January 5, February 2 and March 20, 2004, covering power
systems  for   watercraft,   solar  houses  and  lithium  battery  power  packs,
respectively.   These  additional  agreements  require  Technology  and  Product
Development Payments of $2,500,000  ($250,000 for watercraft,  due no later than
March 31, 2004;  $2,000,000  for solar  houses,  $500,000 of which is payable no
later than March 31, 2004, and  $1,500,000,  due no later than October 31, 2004;
and $250,000  for lithium  battery  power packs,  $50,000 of which is payable no
later  than  June 30,  2004 and  $200,000  of which  is  payable  no later  than
September 30, 2004.  As of January 31, 2004,  $1,385,000 in license fee payments
were due under the License  Agreement,  and we had paid $443,400 in license fees
as of that date.  Total  license fees payable  under the License  Agreement  and
amendments  are  $4,500,000,  leaving  approximately  $4,000,000 in license fees
payable subsequent to January 31, 2004.

Pursuant to a letter  agreement dated February 3, 2004,  Whistler is required to
pay to RV  Systems,  Inc.  a minimum of $35,000  per week,  notwithstanding  any
payments  required under licensing  agreements,  and Whistler and RV Systems are
currently   operating  under  the  payment  structure  provided  in  the  letter
agreement.

         As reimbursement to the Company,  Licensor is required to pay to us the
proceeds from any sales by Licensor of product  inventory  manufactured with the
financing provided by the Product Development  Payments as and when that product
inventory is sold by Licensor.


         We (or our  Sublicensees)  are required to pay royalties to Licensor as
to  be  specified  for  each  of  the  Licensed  Technologies,  or  products  or
applications  utilizing  such  Licensed  Technology,  in the  License  Agreement
("Royalties").  The particular royalty payment levels are to be agreed upon when
we enter into sublicense  agreements or commence  manufacturing  or distribution
operations  ourselves.  We are  responsible  for the  collection  of any Royalty
payments due from our  Sublicensees  and remittance of such royalty  payments to
the Licensor, unless direct payment of royalties to Licensor by a Sublicensee is
provided for in the applicable Addendum to the License Agreement.


         If the  Company  fails  to make  any  payment  due  under  the  License
Agreement,  (a) we are obligated to pay interest  thereon from and including the
date such payment  becomes due until the entire amount is paid in full at a rate
equal to three  percent  (3%) per annum over the prime rate charged by CitiBank,
N.A., New York as of the close of business on the date the payment first becomes
due, but in no event greater than the highest rate permitted by law; (b) if such
a default shall  continue  uncured for a period of sixty (60 days) after written
notice is received by the  Company,  the  Licensor  then shall have the right to
terminate  the License  Agreement  immediately  upon  notification  to us by the
Licensor to terminate. If such default is by a Sublicensee, we shall provide the
notice  referred  to  above  and  shall  follow  Licensor's  instructions  as to
termination  of  the  particular   Sublicensee's   rights  as  to  the  Licensed
Technologies.

<PAGE>

         We shall have the option of preventing  the  termination of the License
Agreement by taking corrective action that cures the default, if such corrective
action is taken  prior to the end of the 60-day  cure period and if there are no
other defaults during such time period. If the Licensor or the Company otherwise
fails to perform any of the material terms, conditions,  agreements or covenants
in the License Agreement on its part to be performed (hereinafter referred to as
"other  default") and such other  default is not curable,  or if such default is
curable  but  continues  uncured  for a period of sixty (60) days  after  notice
thereof has been given to the defaulting  party in writing by the other party or
all reasonable steps necessary to cure such other default have not been taken by
the defaulting  party within sixty (60) days after notice thereof has been given
to the defaulting  party in writing by the other party or all  reasonable  steps
necessary to cure such other default have not been taken by the defaulting party
within such sixty (60) day  period,  the other  party at its sole  election  may
terminate  the  License  Agreement  forthwith  by written  notice.  If we file a
petition  in  bankruptcy,  are  adjudicated  as  bankrupt  or file a petition or
otherwise  seek  relief  under or  pursuant  to any  bankruptcy,  insolvency  or
reorganization  statute or  proceeding  or if a petition in  bankruptcy is filed
against us, which is not vacated within sixty (60 ) days, or we become insolvent
or make an assignment  for the benefit of its creditors or a custodian  receiver
or trustee is appointed for us or a substantial  portion of our business assets,
which is not  discharged  within sixty (60) days,  the License  Agreement by its
terms  terminates  automatically  and forthwith.  No assignee for the benefit of
creditors,  custodian, trustee in bankruptcy or any official charged with taking
over  custody of our assets or  business  shall have any right to  continue  the
License  Agreement or to exploit or in any way use the Licensed  Technologies if
the License Agreement  terminates;  provided,  however, that a termination under
the License Agreement as to a particular  Sublicensee and Licensed  Technologies
to that  Sublicensee  would not affect the validity of the License  Agreement or
our status  under the License  Agreement  or that of other  Sublicensees  not in
default.

Subsidiaries

         We are restructuring by putting in place three divisions, each a wholly
owned  subsidiary of Whistler,  incorporated  after year end, and allocating the
licensing  rights for the various  applications  into each applicable  division.
Global Electric Corp will hold the licensing rights for all product  development
other than  four-wheeled  vehicles.  R-Electric  Car Co. will hold the licensing
rights for product development for all four-wheeled vehicles.  Solium Power Corp
will hold the rights for the  advanced  Lithium/Solar  Power  System  technology
developed  by Mr. Chaz Haba,  for  application  to  residential  and  commercial
properties.


Employees

         As of the date of this report,  we do not have any employees other than
our President and CEO, Holly Roseberry.

Research and Development Expenditures
-------------------------------------

         We incurred  research and  development  expenditures  of $20,268 in our
fiscal year ended  January 31,  2004.  We incurred no such  expenditures  in our
prior fiscal year.


Patents and Trademarks

         Neither the  Company,  nor Lithium  House or RV Systems,  owns,  either
legally or beneficially, any patents or trademarks.

Risk Factors
------------

         You should be particularly  aware of the inherent risks associated with
our business plan. These risks include but are not limited to:

WE ARE A DEVELOPMENT STAGE BUSINESS

         We have had no revenues  from joint  ventures or sales of our products,
nor have we signed any definitive joint venture  agreements to commercialize any
of our products. As of April 23, 2004, we had cash on hand of $1,201,459.  As of

<PAGE>

January  31,  2004,  Whistler's   liabilities  totaled  $695,205  and  primarily
consisted of a notes payable in the amount of $553,983 due to a  stockholder  in
connection  with the acquisition of Azra Center and advances to the Company made
by that stockholder.  During the period since its inception on April 12, 2000 to
January 31, 2004, Whistler had incurred operating losses totaling $5,728,483. On
January 31, 2004,  Whistler  had a  working capital deficiency of $525,777 and a
stockholders'  deficit of  $90,933.  We expect  that we will  continue  to incur
operating losses in the future. Failure to achieve or maintain profitability may
materially and adversely affect the future value of our common stock.


IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL

         Our current  operating  funds are less than  necessary  to complete the
license  payments to RV Systems  for  commercialization  of  products  utilizing
Lithium House portable power systems under the License Agreement,  and therefore
we will need to obtain  additional  financing  in order to complete our business
plan.  Our  business  plan will  require  substantial  additional  financing  in
connection with the initial  commercialization of the products under the License
Agreement.

         We do not currently have any  arrangements for financing and we may not
be able to find such financing if required. The agreements we have with Dutchess
Private  Equities  Fund,  L.P.  ("Dutchess")for  an  equity  line  common  stock
financing commitment would be subject to the filing of a registration  statement
with  the  Securities  and  Exchange   Commission  and   effectiveness  of  such
registration  statement,  as well as the  existence at that time of a market for
our common stock that would support  resales of common stock by Dutchess when we
would  exercise  our rights to "put" our common  stock to  Dutchess  under these
agreements.  Obtaining additional financing other than this equity line would be
subject to a number of factors, including investor sentiment. Market factors may
make the timing, amount, terms or conditions of additional financing,  including
this equity line, unavailable to us.

WE  HAVE  BEEN  THE  SUBJECT  OF  A  GOING  CONCERN OPINION FROM OUR INDEPENDENT
AUDITORS, WHICH MEANS THAT WE MAY NOT BE ABLE TO CONTINUE OPERATIONS  UNLESS  WE
OBTAIN ADDITIONAL FUNDING


         Our independent  auditors have added an explanatory  paragraph to their
audit opinions, issued in connection with our financial statements, which states
that our ability to continue as a going concern is uncertain.


WE ARE SUBJECT TO ALL OF THE RISKS OF A NEW BUSINESS

         Because we have only recently commenced business operations,  we face a
high risk of business failure. We have not earned any revenues as of the date of
this report.  Potential  investors should be aware of the difficulties  normally
encountered  by new companies and the high rate of failure of such  enterprises.
The likelihood of success must be considered in light of the problems, expenses,
difficulties,  complications  and  delays  encountered  in  connection  with the
commercialization  of the products under the License Agreement.  These potential
problems  include,  but are not limited to,  unanticipated  problems relating to
product  development,  problems  arranging  and  negotiating  arrangements  with
sublicensees or joint venture  partners,  and additional costs and expenses that
may  exceed  current  estimates.  We have no  history  upon  which  to base  any
assumption as to the  likelihood  that our business will prove  successful,  and
investors  should be aware  that there is a  substantial  risk that we would not
generate any operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely fail.

         Because we have only recently commenced business operations,  we expect
to incur operating losses for the foreseeable future


OUR MANAGEMENT HAS LIMITED EXPERIENCE IN PRODUCTS UTILIZING ELECTRIC BATTERY
POWER AND WITH NEGOTIATING COMMERCIAL ARRANGEMENTS FOR SUCH PRODUCTS

         Our management has only limited experience  in  negotiating sublicenses
or  joint  ventures  for  and commercializing  the types of products  covered by
the License Agreement. As a result of this inexperience, there is a higher  risk
of our  being  unable to  complete  our  business  plan  to negotiate profitable
sublicenses or  joint ventures  for our  lithium  ion battery  powered products.
Because  of  the  intense  competition  in  for  our licensed products under the
License  Agreement,  there is substantial  risk that  we  will not  successfully
commercialize these products.

<PAGE>


WE ARE CURRENTLY IN LITIGATION WITH A FORMER EMPLOYER OF CHAZ HABA

        We are currently in litigation, with Michael McDermott, as a stockholder
of Planet Electric, Inc. and purportedly on behalf of Planet Electric in the Los
Angeles  Superior Court.  Charles Haba, a consultant to the Company,  was one of
the  founders of Planet  Electric  and is the  plaintiff in this case along with
Lithium House and other entities.  If the relief  requested by the plaintiffs in
the cross  complaint of the  defendants in this suit were  granted,  we could be
liable for damages as requested by defendants for conversion of Planet  Electric
assets and  conspiracy  to  convert  such  assets.  See "ITEM  3--Pending  Legal
Proceedings" for a description of this case.


OUR PRODUCTS WILL BE HIGHLY REGULATED

         Our  products  in  development,  particularly  the  NEV's,  are  highly
regulated.  There is a possibility  that the  regulatory  review and  compliance
process could consume  significant  time and resources and adversely  affect the
timing of our bringing  products to market, as well as the profitability of such
products once regulatory approvals are obtained.


OUR BUSINESS IS SUBJECT TO SUBSTANTIAL RISKS

         The electric  battery powered  product market is extremely  competitive
and risky. We are competing  against  numerous  competitors  with  substantially
greater  financial  resources than us, and due to the difficulties of entry into
these  markets,  we may  unsuccessful  and not be able to complete  our business
plan.


ITEM 2.     DESCRIPTION OF PROPERTY.

Our mailing address is 5001 East Bonanza Road, Suite 144-145, Las Vegas, Nevada,
89110, for which we pay $10 per month,  on a month to month basis.  We also have
an office at 7126 Sophia Ave, Van Nuys CA, for which we pay as rent the  monthly
mortgage  payment  of  $2009.58  to the owner of the property, Sophiahouse  Inc.
and an office at 595 Hornby St.  Suite  603,  Vancouver,  BC. Canada,  for which
we also pay monthly rent of $2,000, where we do not have a lease. We have leased
approximately 5,000 square feet of space near the Lithium  House offices for the
planned  retrofitting  of 100 motor bikes to be shipped by  Geely to us in early
July, 2004.  The lease is for four months commencing July 1, 2004,  at a monthly
rental of $3,500.  We have paid the rent for this facility in advance.

ITEM 3.     LEGAL PROCEEDINGS.

         Other than as described below, we are not a party to any material legal
proceedings  and to  our  knowledge,  no  such  proceedings  are  threatened  or
contemplated.  At  this  time we have no  bankruptcy,  receivership  or  similar
proceedings pending.

Planet Electric, Inc. Stockholder Litigation

         On October 17, 2003,  we were served with a complaint  filed on October
15, 2003, by Michael  McDermott,  as a stockholder of Planet Electric,  Inc. and
purportedly on behalf of Planet Electric in the United States District Court for
the Central District of California.  Charles (Chaz) Haba was one of the founders
of Planet Electric,  and was associated with that company from until early 2002.
The complaint  listed Charles Haba,  other  individuals,  Lithium  House,  Inc.,
Nupow'r LLC, Nu Age  Electric,  Inc.,  Dynamic  Concepts aka NPDI,  and Whistler
Investments,  Inc. as defendants. The complaint sought an injunction prohibiting
certain  defendants from continuing their business  relationship and transfer of
alleged Planet  Electric trade secrets or processes and also sought damages for:
patent  infringement  against  Charles  Haba,  companies  that Mr. Haba has been
associated with since his involvement with Planet Electric, and Whistler; breach
of fiduciary duty against Mr. Haba; breach of confidential  relationship against
Mr. Haba;  conversion against Mr. Haba and certain other individual  defendants;
various  business  torts against Mr. Haba,  Lithium  House,  NuPow'r and Nu Age;
trade secret misappropriation against all defendants.

         On June 29, 2004, the parties stipulated to dismiss this case.

Charles Haba v. Planet Electric, Inc.

         In this action,  Charles  Haba,  is suing for breach of his  employment
agreement  and breach  of a note  against his  former employer, Planet Electric,
Inc. in the Los Angeles County Superior Court. Planet Electric, Inc. has filed a
cross-complaint  against  same  defendants  as  the above-mentioned  shareholder
derivative  suit,  including  Whistler  Investments,  Inc. The  proposed  cross-
complaint  adds claims for conversion and conspiracy to convert assets of Planet
Electric, Inc. against  Whistler Investments, Inc. The plaintiffs in this action
intend to move for dismissal of the cross complaint."

<PAGE>


Securities and Exchange Commission Inquiry

On July 30,  2004,  Whistler  received a request  for  voluntary  production  of
documents  and  information  pursuant to a Securities  and  Exchange  Commission
informal  inquiry.  The documents  requested include those related to Whistler's
stock issuances,  its major corporate transactions,  including the Azra shopping
center,  the  Queens  mineral  property  and the  licensing  agreements  with RV
Systems,  and to its agreements with consultants and related parties, as well as
those relating to potential  joint venture  partners and customers.  Whistler is
fully   cooperating   with  the  Commission  in  response  to  its  request  for
information.


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were  submitted to our security  holders for a vote during the fourth
quarter of our fiscal year ending January 31, 2004.

                                     PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
            MATTERS.

Our shares of common  stock  trade have  traded on the NASD OTC  Bulletin  Board
since March 4, 2002. The OTC Bulletin Board is a network of security dealers who
buy and sell stock.  A computer  network that  provides  information  on current
"bids" and "asks",  as well as volume  information,  connects the  dealers.  The
following  table sets forth the high and low closing prices of our common shares
traded on the OTC Bulletin Board:

Period                                        High               Low
------                                        ----               ---

March 4, 2002 to April 30, 2002              no trades
May 1, 2002 to July 31, 2002                 $1.07             $0.20
August 1, 2002 to October 31, 2002           $1.01             $0.08
November 1, 2002 to January 31, 2003         $0.14             $0.08
February 1, 2003 to April 30, 2003           $0.30             $0.08
May 1, 2003 to July 10, 2003                 $0.29             $0.08
July 11, 2003 to July 31, 2003*              $4.00             $1.29
August 1, 2003 to October 31, 2003           $7.00             $3.65
November 1, 2003 to January 31, 2004         $8.50             $3.65
February 1, 2004 to March 9, 2004            $12.35            $7.90
March 10, 2004 to April 30, 2004**           $7.39             $3.45


-------------
* Following  ten-for-one  reverse  split  effective  July 11, 2003 **  Following
three-for-one forward split effective March 10, 2004

The above  quotations are taken from information  provided by Canada  Stockwatch
and reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not represent actual transactions.

Holders of Common Stock

As of April 12, 2004, we had 31 holders of record of our common stock.


Dividends

Our current  policy is to retain any earnings in order to finance the  expansion
of our operations.  Our board of directors will determine future declaration and
payment of dividends,  if any, in light of the then-current conditions they deem
relevant and in accordance with the Nevada Revised Statutes.

<PAGE>

Recent Sales of Unregistered Securities
<TABLE>
<CAPTION>
-------------------- -------------------------------- --------------------- ------------------- ------------------------------
Date                 Title and Amount                 Purchasers                Principal              Total Offering
----                 ----------------                 ----------                ----------             --------------
                                                                               Underwriter       Price/Underwriting Discounts
                                                                               ----------        ----------------------------
-------------------- -------------------------------- --------------------- ------------------- ------------------------------
<S>                  <C>                              <C>                       <C>                  <C>
April 15, 2002       40,000,000 shares of Common      Salim S. Rana                 NA               $.01 per share/NA
                     Stock issued to the vendor of    Investments Corp.
                     the  Azra Shopping Center.*
-------------------- -------------------------------- --------------------- ------------------- ------------------------------

8/12/03              1,125,000 shares of Common       International                 NA                       NA
                     Stock issued in escrow in        Business
                     connection with proposed         Consultants GMBH
                     financing transaction*
-------------------- -------------------------------- --------------------- ------------------- ------------------------------

12/09/03             1,250 shares of Common Stock**    Consultant (Christopher      NA               $1.12 per share/NA
                                                       Gilcher)
-------------------- -------------------------------- --------------------- ------------------- ------------------------------

12/09/03             1,250 shares of Common Stock**    Consultant (Seth             NA               $1.12 per share/NA
                                                       Farber)
-------------------- -------------------------------- --------------------- ------------------- ------------------------------

1/14/03              2,500 shares of Common Stock*** Consultant (Pilot Capital)     NA               $2.17 per share
-------------------- -------------------------------- --------------------- ------------------- ------------------------------
</TABLE>


*These shares were issued  pursuant to Section 4(2) of the  Securities  Act to a
limited  number of  indivicuals  and are  restricted  shares as  defined  in the
Securities  Act. With regard to the shares  issued to Salim S. Rana  Investments
Corp.  ("SSRIC"),  the vendor of the Azra Shopping Center, SSRIC is owned by one
individual,  Salim R. Rana,  an  accredited  investor,  and that  therefore  the
transaction  was exempt from  registration  under the Securities Act of 1933, as
amended,  under section 4(2) thereof,  as a transaction not involving any public
offering.

**The  shares  issued on  December  12, 2003 and January 14, 2004 were issued to
individual  consultants  for  consulting  services  related to  research  on the
Company's  potential  business in the lithium power area and potential  alliance
partners.  The exchange  value of their  services for the shares issued for such
services was  determined by reference to the market price of  Whistler's  common
stock.  The  transactions  are  viewed as  exempt  from  registration  under the
Securities Act of 1933, as amended, under section 4(2) thereof, as a transaction
not involving any public offering.

***The  exchange  value of the  shares  issued  to Pilot  Capital  for  business
development  consulting  services was determined by  negotiations  between Pilot
Capital and Whistler.  This  transaction  is viewed as exempt from  registration
under the Securities Act of 1933, as amended,  under section 4(2) thereof,  as a
transaction not involving any public offering.




Securities Authorized for Issuance under Equity Compensation Plans


         The following table sets forth  information  with respect to our common
stock issued and available to be issued under outstanding options,  warrants and
rights.
<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                (a)                          (b)                          (c)
Plan category                   Number of securities to be   Weighted-average exercise    Number of securities
                                issued upon exercise of      price of outstanding         remaining available for
                                outstanding options,         options, warrants and        future issuance under
                                warrants and rights          rights                       equity compensation
                                                                                          plans
                                                                                          (excluding securities
                                                                                          reflected in column (a))
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                               <C>                           <C>                         <C>
Equity compensation plans
approved by security holders
------------------------------- ---------------------------- ---------------------------- ----------------------------

Equity compensation plans not
approved by security holders             1,214,000                      $.75                          -0-
------------------------------- ---------------------------- ---------------------------- ----------------------------

Total                                    1,214,000                      $.75                          -0-
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

<PAGE>

2003 Restricted Stock Plan

On July 17,  2003,  the  Board of  Directors  of the  Company  adopted  the 2003
Restricted Stock Plan (the "Plan"), pursuant to which 6,000,000 shares of common
stock  (adjusted for the  three-for-one  forward split effective March 10, 2003)
were  reserved  for  issuance  to  eligible  participants  under the Plan.  Such
eligible  participants include any person who is an employee of or consultant or
advisor to Whistler and who provides bona fide services for Whistler,  where the
services are not in connection with the offer or sale of securities in a capital
raising transaction and where the services do not directly or indirectly promote
or maintain a market for  Whistler's  common  stock.  In no case may an award be
made under the Plan where the common stock  granted in the award is not eligible
for registration pursuant to Form S-8 (or any successor form promulgated for the
same  general  purposes by the  Securities  and Exchange  Commission)  under the
Securities Act of 1933, as amended.

The Plan is administered  by the Board of Directors of  Enterprises.  Subject to
the express  limitations  of the Plan, the Board has authority in its discretion
to  determine  the  eligible  persons  to whom,  and the time or times at which,
restricted  stock  awards may be granted,  the number of shares  subject to each
award,  the time or times at which an award will become vested,  the performance
criteria, business or performance goals or other conditions of an award, and all
other  terms of the  award.  The  Board  also  has  discretionary  authority  to
interpret the Plan, to make all factual  determinations  under the Plan,  and to
make all other  determinations  necessary or advisable for Plan  administration.
The Board may prescribe,  amend,  and rescind rules and regulations  relating to
the Plan.  All  interpretations,  determinations,  and  actions by the Board are
final, conclusive, and binding upon all parties.


ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD LOOKING STATEMENTS

This annual report  contains  forward-looking  statements that involve risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are likely to differ  materially from those  anticipated in these
forward-looking  statements  for many  reasons,  including the risks faced by us
described in this section.

Results Of Operations for the Year Ended January 31, 2004

We  incurred  a net loss of  $5,261,224  for the year  ended  January  31,  2004
including $4,394,000 in stock based compensation relating  to our grant of stock
options to an employee and consultants  during the year,  license fee expense of
$443,400,  management  fees of  $178,996,  general and  administrative  costs of
$97,515,  professional  fees of $87,635,  $16,304 in rent and office costs,  and
$2,420 in depreciation  expense  relating to computer  equipment,  furniture and
fixtures,  and  interest  expense of $24,070.  The stock based  compensation  of
$4,394,000  is based  on  granting  of  3,285,000  options  (3:1  forward  split
adjusted) with an exercise price of $0.25 (3:1 forward split  adjusted) when the
fair market  value was an average of $1.33 (3:1  forward  split  adjusted).  See
Footnote 5(b)to the Financial  Statements) for a discussion of interest  expense
relating  to the Azra  shopping  center  debt paid to Salim S. Rana  Investments
Corp.


Our net loss for the  twelve-month  period  ended  January  31,  2004  increased
substantially  from the comparative period in fiscal 2003 (from $825,493 in 2003
to $5,261,224 in 2004). This was primarily due to the previously mentioned stock
based  compensation  in 2004 recorded at $4,394,000 and 2004 license fee expense
of $443,400,  compared  with none in either  category in 2003,  and increases in
administrative costs from $23,082 in 2003 to $97,515 in 2004, and management and
consulting  fees from  $11,500 in 2003 to  $178,996  in 2004,  resulting  from a
general increase in our business  activities.  We also incurred interest expense
of $24,070 related to amounts owing on overdue notes payable to related parties.


<PAGE>

PLAN OF OPERATION

During the period since inception on April 12, 2000 to January 31, 2004, we have
incurred operating losses aggregating $6,160,108.  At January 31, 2004, we had a
working capital deficiency of $525,957 and a stockholders'  deficit of $522,558.
The  continuation  of the  Company  as a going  concern  is  dependent  upon the
continued  financial  support  from our  shareholders,  our  ability  to  obtain
necessary  equity  financing  to  continue  operations,  and the  attainment  of
profitable operations.  Our auditors have expressed substantial doubt concerning
our ability to continue as a going concern.

As of January 31, 2004, we had cash on hand of $169,428.  Our liabilities at the
same date  totaled  $695,205.  We  anticipate  that our  license  fee expense to
acquire the licenses from RV Systems,  Inc. will be in excess of $4,000,000,  if
we secure rights to all licensed  products.  We do not have  sufficient  cash on
hand to meet these anticipated obligations.


Distribution and Licensing Agreement With RV Systems, Inc.

         On October 21, 2003, we entered into the new License  Agreement with RV
Systems for the  worldwide  arena (with the  exception of India for the two- and
three-wheeled  vehicle  technology) to sell,  distribute and/or  manufacture (or
arrange  for the  sale,  distribution  or  manufacture  of)  specified  products
utilizing the portable power systems (the "Licensed Technologies"), developed by
Lithium House. Lithium House is an affiliate of RV Systems, and has licensed all
product  development  to RV Systems for  products and  applications  of portable
power systems utilizing Lithium House's  proprietary lithium battery technology.
The License Agreement  with RV  Systems covers  Licensed  Technologies  in three
separate product groups: two- and three-wheeled vehicles to be manufactured  and
sold in all countries of the world except India; lawn and garden equipment to be
manufactured and sold in all countries of the world;and NEV's to be manufactured
and sold in all countries of the world.

         Subject to the terms of the License Agreement, RV Systems, as Licensor,
has granted to us, during the term of the License Agreement,  and upon the terms
and conditions set forth in the License  Agreement,  a non-assignable  right and
license to market, sell,  manufacture,  and distribute the Licensed Technologies
in all  countries  of the  world,  with  the  exception  of  India  for two- and
three-wheeled  vehicles. We have the right, upon receipt of written approval and
due  diligence by the  Licensor,  to  sublicense  any of the rights and licenses
granted in the License Agreement to or enter into  distribution  agreements with
third  parties  ("Sublicensees")  with the  written  consent of  Licensor to the
sublicense or distribution agreement and the approval of Licensor of the related
agreement  or  agreements  with the  particular  Sublicensee,  which  consent or
approval shall not unreasonably be withheld.

         The term of the License  Agreement  commenced on October 21, 2003,  and
continues for a period of five License  Years.  NEV's were added to the Licensed
Technologies on November 14, 2003. The term is  automatically  renewed for three
succeeding License Years unless earlier terminated by either party upon not less
than 90 days prior written notice to the other of intent to terminate.

The  Company is  required  to pay the  Licensor  the  technology  payments  (the
"Technology Payments") (to be paid to Lithium House) as specified in the License
Agreement  ($100,000 for two- and three-wheeled  vehicles,  and $50,000 for lawn
and garden equipment) to be paid on or before October 31, 2003. For NEV's we are
required to pay $250,000 no later than December 31, 2003,  with a weekly minimum
of $15,000. We are also required to pay Licensor product development payments of
$400,000,  on or before December 31, 2003, with a weekly minimum of $15,000, for
two- and three-wheeled  vehicles;  $200,000 for lawn and garden equipment, on or
before  December 31, 2003,  with a weekly  minimum of $15,000;  and  $1,000,000,
payable no later than March 31, 2004, with a weekly minimum of $35,000 for NEV's
("Product  Development  Payments").  We have signed additional amendments to the
License Agreement as of January 5, February 2 and March 20, 2004, covering power
systems  for   watercraft,   solar  houses  and  lithium  battery  power  packs,
respectively.   These  additional  agreements  require  Technology  and  Product

<PAGE>

Development Payments of $2,500,000  ($250,000 for watercraft,  due no later than
March 31, 2004;  $2,000,000  for solar  houses,  $500,000 of which is payable no
later than March 31, 2004, and  $1,500,000,  due no later than October 31, 2004;
and $250,000  for lithium  battery  power packs,  $50,000 of which is payable no
later  than  June 30,  2004 and  $200,000  of which  is  payable  no later  than
September 30, 2004.  As of January 31, 2004,  $1,385,000 in license fee payments
were due under the License  Agreement,  and we had paid $443,400 in license fees
as of that date.  Total  license fees payable  under the License  Agreement  and
amendments  are  $4,500,000,  leaving  approximately  $4,000,000 in license fees
payable subsequent to January 31, 2004.

Pursuant to a letter  agreement dated February 3, 2004,  Whistler is required to
pay to RV  Systems,  Inc.  a minimum of $35,000  per week,  notwithstanding  any
payments  required under licensing  agreements,  and Whistler and RV Systems are
currently   operating  under  the  payment  structure  provided  in  the  letter
agreement;  accordingly,  there have been no consequences of our failure to have
paid certain license fee amounts on time by January 31, 2004, or thereafter."


Commercial Initiatives

     We  have  commercial initiatives  in  China  with  Geely  Corporation.  The
proposed joint venture agreement with Geely has been drafted.  The  party to the
agreement for Whistler would be a Chinese company owned  by a Whistler Hong Kong
subsidiary.  The  Chinese company is expected to be formed and the joint venture
agreement signed by the end of 2004.   We  are  in  discussions  with Loveson of
Bombay, India, for the manufacture of  bicycles to  be converted  into  electric
bikes.   We  are  also  working  with  the  U.S.  Navy,  Cinema Vehicles for the
development of an electric vehicle designated as the "R-Car". We have received a
letter  from  the City of Austin, relating to the conversion of vehicles for the
City  of  Austin,  TX,  and  are constructing a lithium power solar house in Van
Nuys,  California.   On February 27, 2004, we received a letter from the City of
Austin in  respect subsequent to  a  senior level  meeting  between Mark Kapner,
Senior  Strategic  Planner  for  the  City  of  Austin,   Mr.  Chaz  Haba   and
representatives  of  Whistler, at their development facility at Lithium House in
Van  Nuys,  California.   We have purchased a 2004 Chrysler PT Cruiser -- we are
commencing  work  on  the prototype for Austin Energy, and hope to have it ready
for testing in the second quarter of this year.

For a discussion of our commercial  initiatives,  please refer to "Current Joint
Venture Negotiations in Progress" above under "Item 1. Description of Business".


5.2     Liquidity and Capital Resources

Since our  incorporation,  we have financed our  operations  almost  exclusively
through  the sale of our  common  shares to  investors.  We  expect  to  finance
operations  through  the sale of equity in the  foreseeable  future as we do not
receive revenue from our current business operations. There is no guarantee that
we will be successful in arranging financing on acceptable terms.

         On January 20, 2004, we announced  agreement  for a $10 million  equity
line with  Boston-based  Dutchess  Private  Equities Fund, LP.  ("Dutchess") The
agreements  we have with  Dutchess  for an equity  line common  stock  financing
commitment  would be subject to the filing of a registration  statement with the
SEC and effectiveness of such registration  statement,  as well as the existence
at that time of a market for our common  stock  that  would  support  resales of
common stock by Dutchess  when we would  exercise our rights to "put" our common
stock to  Dutchess  under  these  agreements.  We  currently  intend to file the
necessary registration documents with the SEC.

         On February 24, 2004, we announced  receipt of $1 million  dollars of a
$3 million dollar  non-recourse loan to be collateralized by stock. On April 14,
2004, we drew down an additional $1,000,000 on this loan, and on April 22, 2004,
we drew down the final $1,000,000 of the loan.  The lender is Sterling  Capital,
Inc., and the loan is required  to  be  collateralized  by 30,000,000  shares of
restricted  common stock (adjusted for the March 10, 2004  three-for-one forward
split).

         The Company  intends to hold a special  meeting of  shareholders'  upon
approval  of the  information  circular  we have filed with the  Securities  and
Exchange  Commission,  to increase  our  authorized  common stock, so as to have
additional stock available for collateralizing the Sterling Capital loan and for
equity financing, if required.

<PAGE>

         We have raised  equity  capital  through  issuances of common stock and
debt.  During the year ended January 31, 2004, we received  proceeds of $589,500
from the  exercise of stock  options and  $150,000  from the  issuance of common
stock.

         At January 31, 2004, we had $169,428 cash on hand. Our ability to raise
additional capital is affected by trends and uncertainties beyond our control.

         Our current  operating  funds are less than  necessary  to complete the
license  payments to RV Systems  for  commercialization  of  products  utilizing
Lithium House portable power systems under the License Agreement,  and therefore
we will need to obtain  additional  financing  in order to complete our business
plan.  Our  business  plan will  require  substantial  additional  financing  in
connection with the initial commercialization of the products under the  License
Agreement.  We  anticipate  that our license fee expense to acquire the licenses
from RV Systems,  Inc. will be in excess of  $4,000,000,  if we secure rights to
all licensed  products,  and that up to $1,000,000 of additional working capital
will be  required  over the next 12  months  for  market  introduction  of these
products through joint venture partners or otherwise.  We do not have sufficient
cash on hand to meet these anticipated obligations.


         We do not currently have any  arrangements for financing and we may not
be able to find such financing if required. Obtaining additional financing would
be subject to a number of factors, including investor sentiment.  Market factors
may  make the  timing,  amount,  terms or  conditions  of  additional  financing
unavailable to us.

         Our  auditors  are of the  opinion  that  our  continuation  as a going
concern is in doubt.  Our  continuation  as a going  concern is  dependent  upon
continued financial support from our shareholders and other related parties.

ITEM 7. FINANCIAL STATEMENTS.



<TABLE>
<CAPTION>

                                                                                                 Page:
<S>                                                                                               <C>
Report of Independent Auditors                                                                    F-1
Balance Sheets as of January 31, 2004 and January 31, 2003                                        F-2
Statements of operations for the years ended January 31, 2004 and January 31, 2003                F-3
Statements of cash flows for the years ended January 31,2004 and January  31, 2003                F-4
Statement  of changes in  stockholders' deficit for the period from Inception to
January 31, 2004                                                                                  F-5
Notes to the financial  statements                                                                F-6
</TABLE>

<page>

                          Independent Auditor's Report




To the Board of Directors and Stockholders
of Whistler Investments, Inc.
Las Vegas, Nevada


We have audited the accompanying balance sheet of Whistler Investments,  Inc. (a
development stage company) as of January 31, 2004, and the related statements of
operations,  accumulated  deficit,  cash flows, and stockholders' equity for the
year then  ended.  These  financial  statements  are the  responsibility  of the
company's  management.  Our  responsibility  is to  express  an opinion on these
financial  statements based on our audit.  The financial  statements of Whistler
Investments,  Inc. as of January 31, 2003, were audited by other auditors, whose
report dated April 29, 2003 was modified because of a going concern uncertainty.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Whistler Investments,  Inc. as
of January 31, 2004,  and the results of its  operations  and its cash flows for
the year then ended, in conformity with accounting principles generally accepted
in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the  Company has  continued  development  stage  losses,
negative  working capital,  and  stockholders'  deficit.  These conditions raise
substantial  doubt about its ability to continue as a going concern.  Management
plans  regarding  those  matters  also are  described  in Note 1. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

As discussed in Note 10 to the  financial  statements,  the Company has restated
the  financial  statements  for the year ended  January  31, 2004 to reflect the
write off of previously capitalized license fees.


/s/ Mason Russell West, LLC
Littleton, Colorado
April 15, 2004, except as to Note 10, which date is September 14, 2004
----------------------------------------------------------------------


LANCASTER & DAVID                                         Incorporated  Partners
---------------------                                     David E. Lancaster, CA
CHARTERED ACCOUNTANTS LETTERHEAD                          Michael  J.  David, CA

<page>

                           INDEPENDENT AUDITORS REPORT

To the Board of Directors and Stockholders of Whistler Investments, Inc.

We have audited the accompanying balance sheets of Whistler Investments, Inc. as
at January 31, 2003, and the related  statements of  operations,  cash flows and
stockholders' equity for the year then ended. These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally  accepted auditing standards
used in the United States.  Those standards require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An

audit also includes  assessing the accounting  principles  used and  significant
estimates by management,  as well as evaluating the overall financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Whistler  Investments Inc., as
at January 31, 2003, and the related  statements of  operations,  cash flows and
stockholders'  equity for the year then  ended,  in  conformity  with  generally
accepted accounting principles used in the United States.

As described  in  note 11  to the financial statements, the Company has restated
its financial statements for the fiscal year ended January 31, 2003 with respect
to donated rent and the write-off of mineral properties.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements, the Company has losses from operations since inception, no source of
revenues and insufficient  working capital  available to meet ongoing  financial
obligations  over the next fiscal year.  These factors raise  substantial  doubt
about the Company's ability to continue as a going concern.  Management's  plans
in  regard  to these  matters  are also  discussed  in Note 1.  These  financial
statements do not include any adjustments which might result from the outcome of
this uncertainty.


                                                    "Lancaster & David"  signed
                                                     Chartered Accountants
Vancouver, Canada
April 29, 2003, except as to Note 11 which
is as of June 4, 2004

<PAGE>









                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                January 31, 2004






<PAGE>


                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS
                            (Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                                                             January 31,        January 31,
                                                                                                    2004               2003
                                                                                             (Restated -        (Restated -
                                                                                            see Note 10)       see Note 11)
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                 <C>
ASSETS

CURRENT
     Cash                                                                               $      169,428      $          104
----------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                                           169,428                 104

PROPERTY AND EQUIPMENT (Note 3)                                                                  3,219               5,639
----------------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                            $      172,647      $        5,743
============================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT
     Accounts payable and accrued liabilities                                           $      133,017      $       30,467
     Due to related parties (Note 4)                                                           553,983             378,860
     Advances payable (Note 7)                                                                   8,205                   -
----------------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                                      695,205             409,327
----------------------------------------------------------------------------------------------------------------------------

Contingencies and Commitments (Notes 1 and 6)

STOCKHOLDERS' EQUITY (DEFICIT)

PREFERRED STOCK, $0.001 par value per share
     Authorized - 5,000,000 shares
     Issued - Nil                                                                                    -                   -
COMMON STOCK, $0.001 par value per share
     Authorized - 21,000,000 shares
     Issued - 20,416,677 shares (Fiscal 2003 - 14,535,000)                                      20,417              14,535
ADDITIONAL PAID IN CAPITAL                                                                   5,933,133             480,765
SUBSCRIPTION RECEIVABLE (Note 5(a))                                                            (50,000)                  -
DEFERRED COMPENSATION (Note 5(b))                                                             (266,000)                  -
DEFICIT                                                                                     (6,160,108)           (898,884)
----------------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' DEFICIT                                                                   (522,558)           (403,584)
----------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                             $      172,647      $        5,743
============================================================================================================================

</TABLE>

                                       F-2

   (The accompanying notes are an integral part of these financial statements)

<PAGE>


                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                            (Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                                        Year Ended        Year Ended       Accumulated from
                                                                                                             April 12, 2000
                                                                                                        (Date of Inception)
                                                                       January 31,       January 31,         to January 31,
                                                                              2004              2003                   2004
                                                                   (Restated - see       (Restated -        (Restated - see
                                                                          Note 10)      see Note 11)               Note 10)
---------------------------------------------------------------------------------------------------------------------------

<S>                                                               <C>                <C>                <C>
EXPENSES
     Depreciation and amortization                               $           2,420  $          1,864  $               6,811
     Licensing fees                                                        443,400                 -                443,400
     Management and consulting fees (Note 4(a))                            178,996            11,500                192,996
     General and administrative                                             97,515            23,082                122,648
     Professional fees                                                      87,635            20,358                162,069
     Rent and office                                                        16,304             6,620                 36,450
     Write-off of mineral property                                               -             5,150                  5,150
     Research and development                                               20,268                 -                 20,268
     Stock-based compensation (Note 2(i))                                4,394,000                 -              4,394,000
----------------------------------------------------------------------------------------------------------------------------

                                                                         5,240,538            68,574              5,383,792

INTEREST EXPENSE                                                            24,070                 -                 24,070

OTHER (INCOME)                                                             (3,384)             (105)                (4,778)
----------------------------------------------------------------------------------------------------------------------------

NET LOSS BEFORE DISCONTINUED OPERATIONS                                (5,261,224)          (68,469)            (5,403,084)

LOSS FROM DISCONTINUED OPERATIONS (Note 8)                                       -         (757,024)              (757,024)
----------------------------------------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                                          $     (5,261,224)  $      (825,493)  $         (6,160,108)
============================================================================================================================

Net Loss Before Discontinued Operations                          $          (0.32)  $         (0.01)
Loss from Discontinued Operations                                $               -  $         (0.06)
Net Loss Per Share - Basic and Diluted                           $          (0.32)  $         (0.07)

Weighted average number of common shares outstanding                    16,689,000        12,036,000

</TABLE>

                                       F-3

   (The accompanying notes are an integral part of these financial statements)

<PAGE>


                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                            (Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                                                                            Accumulated from
                                                                                                        April 12, 2000 (Date
                                                                          Year Ended      Year Ended        of Inception) to
                                                                         January 31,     January 31,             January 31,
                                                                                2004            2003                    2004
                                                                         (Restated -     (Restated -    (Restated - see Note
                                                                        see Note 10)    see Note 11)                     10)
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>              <C>                     <C>
OPERATING ACTIVITIES
Net loss for the period                                               $   (5,261,224) $    (825,493)           $ (6,160,108)

Adjustments to reconcile net loss to cash
     Depreciation and amortization                                             2,420          1,864                    6,811
     Donated rent                                                                  -          6,000                    6,000
     Write-off of mineral property                                                 -          5,150                    5,150
     Stock-based compensation                                              4,394,000              -                4,394,000
     Loss from discontinued operations                                             -        757,024                  757,024
     Expenses settled with the issuance of common stock                        8,750              -                    8,750

Changes in operating assets and liabilities
     Increase in accounts payable and accrued liabilities                    102,551         22,385                  133,018
     Increase in advances payable                                              8,205              -                    8,205
     Increase in amounts due to related parties                              175,122         21,836                  196,958
-----------------------------------------------------------------------------------------------------------------------------

Net Cash Used In Operating Activities                                       (570,176)       (11,234)               (644,192)
-----------------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
     Purchase of mineral properties                                                -              -                  (5,150)
     Purchase of property and equipment                                            -              -                 (10,030)
-----------------------------------------------------------------------------------------------------------------------------

Net Cash Used In Investing Activities                                              -              -                 (15,180)
-----------------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
     Proceeds from exercise of stock options                                 589,500              -                  589,500
     Proceeds from issuance of common stock                                  150,000              -                  239,300
-----------------------------------------------------------------------------------------------------------------------------

Net Cash Provided By Financing Activities                                    739,500              -                  828,800
-----------------------------------------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CASH                                                  169,324        (11,234)                 169,428

CASH, BEGINNING OF PERIOD                                                        104         11,338                        -
-----------------------------------------------------------------------------------------------------------------------------

CASH, END OF YEAR                                                     $      169,428  $         104              $   169,428
=============================================================================================================================


NON-CASH FINANCING AND INVESTING ACTIVITIES

Issuance of common stock for financing agreement                           3,375,000             -                 3,375,000
Issuance of common stock                                                           -       400,000                   400,000
Assumption of mortgage payable                                                     -       377,960                   377,960
Promissory note payable                                                            -        20,396                    20,936
Expenses settled with issuance of common stock                                 8,750             -                     8,750

SUPPLEMENTAL DISCLOSURES

Interest paid                                                                      -             -                         -
Income taxes paid                                                                  -            --                         -
</TABLE>

                                       F-4

   (The accompanying notes are an integral part of these financial statements)
<PAGE>

                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY
                            (Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                           Additional
                                         Common Stock        Paid In  Subscription    Deferred    Accumulated
                                        Shares     Amount    Capital   Receivable   Compensation    Deficit        Total
----------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>           <C>       <C>           <C>       <C>          <C>             <C>
BALANCE, April 12, 2000 (Date of                                                                              $
Inception)                                     -     $   -     $    -        $   -             -$            -            -

Issuance of stock for cash             2,535,000     2,535     86,765            -             -             -       89,300

Net loss for the period                        -         -          -            -             -        (7,773)      (7,773)
----------------------------------------------------------------------------------------------------------------------------

BALANCE, as at January 31, 2001        2,535,000     2,535     86,765            -             -        (7,773)      81,527

Net loss for the year                          -         -          -            -             -       (65,618)     (65,618)
----------------------------------------------------------------------------------------------------------------------------

BALANCE, as at January 31, 2002        2,535,000     2,535     86,765            -             -       (73,391)      15,909

Non-cash issuance of common stock
(Note 8)                              12,000,000    12,000    388,000            -             -             -      400,000

Net loss for the year                          -         -          -            -             -      (814,343)    (814,343)
----------------------------------------------------------------------------------------------------------------------------

BALANCE, as at January 31, 2003       14,535,000    14,535    474,765            -             -      (887,734)    (398,434)

Prior Period Adjustment (Note 11)              -         -      6,000            -             -       (11,150)      (5,150)
----------------------------------------------------------------------------------------------------------------------------

Restated                              14,535,000    14,535    480,765            -             -      (898,884)    (403,584)

Non-cash issuance of common stock      3,375,000     3,375    (3,375)            -             -             -            -

Issuance of common stock for cash        141,177       141    199,859     (50,000)             -             -      150,000

Issuance of common stock from
exercise of stock options              2,358,000     2,358    587,142            -             -             -      589,500

Expenses settled with common stock         7,500         8      8,742            -             -             -        8,750

Stock-based compensation                       -         -  4,660,000            -    (4,660,000)            -            -

Amortization of deferred stock
compensation                                   -         -          -            -     4,394,000             -    4,394,000

Net loss for the year                          -         -          -            -             -    (5,261,224)  (5,261,224)
----------------------------------------------------------------------------------------------------------------------------

Balance, as at January 31, 2004       20,416,667   $20,417 $5,933,133   $ (50,000)  $   (266,000)  $(6,160,108)$   (522,558)
============================================================================================================================
</TABLE>

                                       F-5

   (The accompanying notes are an integral part of these financial statements)

<PAGE>




                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                JANUARY 31, 2004
--------------------------------------------------------------------------------
                            (Expressed in US Dollars)


NOTE 1 - NATURE OF OPERATIONS

The Company was incorporated in the State of Nevada, USA on April 12, 2000 under
the name Whistler  Investments,  Inc. The Company's  principal  business was the
exploration and development of mineral resources; however, during the period the
Company  abandoned its mineral property and currently does not have an operating
business (see Note 9).

These financial  statements  have been prepared on a going concern basis,  which
implies  the Company  will  continue  to realize  its assets and  discharge  its
liabilities in the normal course of business.  The Company has neither a history
of earnings nor has it paid any dividends and it is unlikely to pay dividends or
enjoy earnings in the immediate or foreseeable  future.  During the period since
inception  on April 12, 2000 to January  31,  2004,  the  Company  has  incurred
operating losses aggregating $6,160,108.  At January 31, 2004, the Company has a
working capital deficiency of $525,777 and a stockholders'  deficit of $522,558.
The  continuation  of the  Company  as a going  concern  is  dependent  upon the
continued financial support from its shareholders and other related parties, the
ability  of the  Company  to  obtain  necessary  equity  financing  to  continue
operations,  and the attainment of profitable operations.  There is no assurance
that the  Company  will  successfully  acquire  businesses  or assets  that will
produce a profit. Moreover, if a potential business or asset is identified which
warrants  acquisition  or  participation,  additional  funds may be  required to
complete the  acquisition  or  participation  and the Company may not be able to
obtain such financing on terms which are  satisfactory to the Company.  There is
substantial  doubt  concerning  the  Company's  ability to  continue  as a going
concern.  These  financial  statements  do not  include any  adjustments  to the
recoverability  and  classification of recorded asset amounts and classification
of liabilities  that might be necessary should the Company be unable to continue
as a going concern.

On January 19, 2004,  the Company  entered into an  Investment  Agreement  and a
Registration  Rights Agreement ("the  Agreement") with Dutchess Private Equities
Fund, L.P. (Dutchess).  Pursuant to the Agreement,  the Company may periodically
"put" or require  Dutchess to purchase  shares of common  stock at below  market
prices in exchange for the  utilization  of a ten million  dollar equity line of
financing.  The  Agreement  requires  the  Company to file an SB-2  Registration
Statement with the Securities and Exchange  Commission to register for resale by
Dutchess the shares of common stock purchased.  The Registration  Statement must
be filed  within 30 days of the  issuance  of the  Company's  audited  financial
statements for the fiscal year ended January 31, 2004.

Subsequent  to year-end,  the Company  received  one million  dollars of a three
million dollar  financing  from Sterling  Capital,  Inc. for the  development of
specific products for various customers (see Note 12(b)).


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

a)   Cash and Cash Equivalents
     Cash equivalents  consist of highly liquid  investments,  which are readily
     convertible  into  cash  with  maturities  of  three  months  or less  when
     acquired.

b)   Use of Estimates
     The  preparation of financial  statements in conformity  with United States
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts of  revenues  and
     expenses  during  the  period.  Actual  results  could  differ  from  those
     estimates.

c)   Licensing Fees
     Licensing  fees  related to Product  Licensing  Agreements  are expensed as
     incurred.

                                      F-6

<PAGE>
WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

d)   Long-Lived Assets
     In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal
     of Long Lived Assets",  the carrying value of long-lived assets is reviewed
     on a regular  basis for the  existence of facts or  circumstances  that may
     suggest  impairment.  The Company  recognizes an impairment when the sum of
     the  expected  undiscounted  future  cash  flows is less than the  carrying
     amount of the asset.  Impairment losses, if any, are measured as the excess
     of the carrying amount of the asset over its estimated fair value.

e)   Property and Equipment
     Capital  assets  consist of computer  equipment and furniture and fixtures,
     are recorded at cost and are depreciated  over their estimated  useful life
     on a  declining  balance  basis at a rate of 30% and 20%  respectively  per
     annum.

f)   Foreign Currency Translation
     The  financial  statements  are  presented  in  United  States  dollars  in
     accordance with Financial  Accounting Standards Board ("FASB") Statement of
     Financial   Accounting   Standard   ("SFAS")  No.  52,  "Foreign   Currency
     Translation".  Foreign  denominated  monetary  assets and  liabilities  are
     translated to United States dollars using foreign  exchange rates in effect
     at the balance sheet date.  Non-monetary items are translated at historical
     exchange  rates,  except  for  items  carried  at market  value,  which are
     translated  at the rate of exchange  in effect at the  balance  sheet date.
     Revenues and expenses are  translated at average  rates of exchange  during
     the  period.   Exchange  gains  or  losses  arising  on  foreign   currency
     translation are included in the  determination of operating results for the
     period.

g)   Basic and Diluted Net Income (Loss) Per Share
     The Company  computes net income (loss) per share in  accordance  with SFAS
     No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of
     both basic and diluted  earnings  per share (EPS) on the face of the income
     statement. Basic EPS is computed by dividing net income (loss) available to
     common  stockholders  (numerator) by the weighted  average number of common
     shares  outstanding  (denominator)  during the  period.  Diluted  EPS gives
     effect to all  dilutive  potential  common  shares  outstanding  during the
     period  including  stock  options,  using the treasury  stock  method,  and
     convertible  preferred stock,  using the if-converted  method. In computing
     Diluted EPS, the average stock price for the period is used in  determining
     the number of shares  assumed to be  purchased  from the  exercise of stock
     options or warrants.  Diluted EPS excludes all dilutive potential shares if
     their effect is anti dilutive.

h)   Financial Instruments
     The fair value of cash, accounts payable, accrued liabilities,  and amounts
     due to  related  parties  approximates  their  carrying  values  due to the
     immediate or short-term maturity of these financial instruments.

i)   Stock Based Compensation
     The Company  accounts  for  stock-based  awards using the  intrinsic  value
     method of accounting in accordance with Accounting Principles Board Opinion
     No. 25,  "Accounting  for Stock Issued to  Employees"  (APB 25).  Under the
     intrinsic value method of accounting, compensation expense is recognized if
     the exercise  price of the Company's  stock options is less than the market
     price of the underlying common stock on the date of grant.

     Statement  of  Financial  Accounting  Standards  No. 123,  "Accounting  for
     Stock-Based  Compensation,"  (SFAS  123),  established  a fair value  based
     method of accounting for stock-based  awards.  Under the provisions of SFAS
     123,  companies that elect to account for stock-based  awards in accordance
     with the  provisions  of APB 25 are  required to disclose the pro forma net
     income (loss) that would have resulted from the use of the fair value based
     method under SFAS 123.

                                      F-7

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

i)   Stock Based Compensation (continued)

     The  Company  has  charged  to  operations   stock-based   compensation  of
     $4,394,000 in accordance  with APB No. 25 and adopted the  disclosure  only
     provisions of SFAS No. 123 for the year ended January 31, 2004.

     During  the year,  the  Company  adopted  the  disclosure  requirements  of
     Statement  of  Financial  Accounting  Standards  No. 148,  "Accounting  for
     Stock-Based  Compensation -- Transition and Disclosure an Amendment of FASB
     Statement No. 123" (SFAS 148),  to require more  prominent  disclosures  in
     both  annual  and  interim  financial  statements  regarding  the method of
     accounting  for  stock-based  employee  compensation  and the effect of the
     method used on reported results.

     The pro forma information is as follows:
<TABLE>
<CAPTION>
                                                                                                 Year Ended
                                                                                                 January 31,
                                                                                             2004                  2003
                                                                                               $                     $
     <S>                                                                                   <C>                  <C>
     Net loss -- as reported                                                              (5,261,224)          (825,493)
     Add: Stock-based compensation expense included in net loss -- as
     reported                                                                              4,394,000                  -
     Deduct: Stock-based compensation expense determined under fair
     value method                                                                         (4,439,960)                 -
     Net loss -- pro forma                                                                (5,307,184)          (825,493)
     Net loss per share (basic and diluted) -- as reported                                     (0.32)             (0.07)
     Net loss per share (basic and diluted) -- pro forma                                       (0.32)             (0.07)
</TABLE>

     Among other factors, the Black-Scholes model considers the expected life of
     the option and the  expected  volatility  of the  Company's  stock price in
     arriving at an option valuation. For pro forma purposes, the estimated fair
     value of the  Company's  stock-based  awards is amortized  over the vesting
     period of the underlying instruments.  For the year ended January 31, 2004,
     the fair value of options granted using  Black-Scholes was determined using
     the following weighted average assumptions.

     Expected dividend yield                                                  0%
     Risk-free interest rate                                                1-5%
     Expected volatility                                                    100%
     Expected life from the vesting date (in years)                          1.0


j)   New Accounting Pronouncements
     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
     Financial Instruments with Characteristics of both Liabilities and Equity".
     SFAS  No.  150  establishes  standards  for how an  issuer  classifies  and
     measures  certain  financial   instruments  with  characteristics  of  both
     liabilities  and equity.  It requires  that an issuer  classify a financial
     instrument  that is within  its scope as a  liability  (or an asset in some
     circumstances).  The  requirements  of  SFAS  No.  150  apply  to  issuers'
     classification  and  measurement  of  freestanding  financial  instruments,
     including  those that  comprise  more than one option or forward  contract.
     SFAS No. 150 does not apply to  features  that are  embedded in a financial
     instrument  that is not a  derivative  in its  entirety.  SFAS  No.  150 is
     effective for financial  instruments entered into or modified after May 31,
     2003,  and  otherwise is effective  at the  beginning of the first  interim
     period  beginning  after June 15,  2003,  except for  mandatory  redeemable
     financial  instruments of non-public  entities.  It is to be implemented by
     reporting the cumulative effect of a change in an accounting  principle for
     financial  instruments created before the issuance date of SFAS No. 150 and
     still  existing  at  the  beginning  of the  interim  period  of  adoption.
     Restatement is not permitted.  The adoption of this standard did not have a
     material  effect  on the  Company's  results  of  operations  or  financial
     position.

                                      F-8

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

k)   Comprehensive Loss
     SFAS No. 130, "Reporting  Comprehensive  Income," establishes standards for
     the reporting and display of  comprehensive  loss and its components in the
     financial  statements.  As at January 31, 2004 and 2003, the Company has no
     items  that  represent  comprehensive  loss  and,  therefore  there  is  no
     difference from net loss.

l)   Research and Development
     The Company expenses research and development costs as incurred.


NOTE 3 - PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
                                                                                          January 31,     January 31,
                                                                                             2004            2003
                                                                        Accumulated        Net Book        Net Book
                                                         Cost           Amortization         Value           Value
                                                   ---------------------------------------------------------------------
<S>                                                       <C>                <C>             <C>              <C>
Furniture and fixtures                                   $ 4,819            $ 2,815         $ 2,004          $ 3,084
Computer equipment                                         5,211              3,996           1,215            2,555
                                                   ---------------------------------------------------------------------

                                                         $ 10,030            $ 6,811         $ 3,219          $ 5,639
                                                   =====================================================================
</TABLE>

NOTE 4 - RELATED PARTY TRANSACTIONS

a)   The  Company  incurred  management  fees  of $19,365 (2003 - $11,500) to an
     officer during the years ended January 31, 2004 and 2003, respectively.

b)   The  Company  agreed to assume  debt in the amount of  $377,960  owing to a
     related party as part of a share purchase  agreement (see Note 9). The debt
     is non-interest  bearing and was to be repaid as to $200,000 on January 31,
     2003 and $200,000 on January 31, 2004.  Late payments are subject to simple
     interest payable on the overdue principal at a fixed rate of 10% per annum,
     calculated  in  advance  monthly  commencing  on the day after a  principal
     payment is due. The Company  recorded  interest  expense of $24,070 for the
     year ended January 31, 2004.


NOTE 5 - STOCKHOLDERS' EQUITY

a)   Common Shares
i)       During the quarter ended October 31, 2003, the Company issued 3,375,000
         (split   adjusted)   restricted   common  shares  to  RS  International
         Consultants GMBH ("RS"), an international  business consulting company,
         pursuant to a $5,000,000 financing  agreement.  The financing agreement
         has not closed and the Company has not obtained any financing  from RS.
         The Company is actively  pursuing the return of the  restricted  common
         shares.
ii)      During the final  quarter ended  January 31, 2004,  the Company  issued
         141,177  common  shares  at $1.42  per  share  for  total  proceeds  of
         $200,000.  A balance of $50,000 was  uncollected as of January 31, 2004
         and is recorded as a reduction of stockholders' equity.
iii)     During the year ended  January 31, 2004 the  Company  issued  2,358,000
         common  shares  resulting  from the exercise of stock options for total
         proceeds of $589,500.
iv)      During the final  quarter ended  January 31, 2004,  the Company  issued
         7,500  common  shares  for  consulting  services  with a fair  value of
         $8,750.

                                      F-9

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 5 - STOCKHOLDERS' EQUITY (continued)

a)   Common Shares (continued)
v)       During the quarter ended July 31, 2003 the Company's Board of Directors
         approved a one for ten reverse  stock  split of common  shares that was
         effective  July 11, 2003.  All share  amounts  have been  retroactively
         adjusted to reflect the reverse stock split.

b)   Deferred Compensation

     Deferred  compensation is presented as a reduction of stockholders'  equity
     and amortized over the vesting period of the stock options. During the year
     ended  January 31,  2004,  the  Company  amortized  $4,394,000  of deferred
     compensation that has been recorded as stock based compensation and charged
     to  operations.  This  resulted in  unamortized  deferred  compensation  of
     $266,000 at January 31, 2004.

c)   2003 Stock Option Plan

     The Company  established the 2003 Restricted Stock Plan ("the Plan') during
     the year and filed an S-8 Registration  Statement with the U.S.  Securities
     and Exchange  Commission that was declared  effective.  The plan allows the
     Company's  Board of  Directors to issue up to  6,000,000  (split  adjusted)
     common shares pursuant to the Plan as compensation for services rendered to
     the Company.  At January 31, 2004, the total number of options available to
     be  granted  was  2,715,000,  however  due to the  limit  of the  Company's
     authorized common shares,  583,323 shares were available for option grants.
     Options granted vest over varying  periods ranging from  immediately to one
     year.  The Company's  Board of Directors  has  discretion to set the price,
     term, vesting schedules, and other terms and conditions for options granted
     under the plan.

     A summary of the Company's stock option activity is as follows:
<TABLE>
<CAPTION>
                                                                                                         Weighted
                                                                                                         average
                                                                                                         exercise
                                                                                  Number of               price
                                                                                    shares                  $

     ---------------------------------------------------------------------------------------------------------------
     <S>                                                                            <C>                     <C>
     Balance, January 31, 2003                                                               -                    -
     Options granted                                                                 3,285,000                 0.25
     Options exercised                                                              (2,358,000)                0.25
     Options cancelled/expired                                                               -                    -
     ---------------------------------------------------------------------------------------------------------------

     Balance, January 31, 2004                                                         927,000                 0.25
     ---------------------------------------------------------------------------------------------------------------

     Exercisable at end of year                                                        399,900                 0.25

     ---------------------------------------------------------------------------------------------------------------
</TABLE>

     Additional information regarding options outstanding as at January 31, 2004
is as follows:
<TABLE>
<CAPTION>
                                                Outstanding                                  Exercisable
                             --------------------------------------------------   ---------------------------------
                                                 Weighted
                                                 average          Weighted                             Weighted
                                                remaining         average                              average
             Exercise price     Number of       contractual     exercise price      Number of      exercise price
                $                shares        life (years)          $               shares               $
               <S>               <C>            <C>               <C>               <C>                 <C>
               0.25                927,000          4.5             0.25             399,900             0.25
                             ---------------------------------------------------------------------------------------
</TABLE>

                                      F-10

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 5 - STOCKHOLDERS' EQUITY (continued)

c)   2003 Stock Option Plan (continued)

     The fair  value for  options  granted  pursuant  to SFAS No.  123 pro forma
     disclosures  was  estimated  at the date of grant  using the  Black-Scholes
     option-pricing  model.  Under the Black-Scholes  option-pricing  model, the
     weighted  average fair value of stock options  granted  during the year was
     $1.43.  There was no dilutive impact of potential common shares  associated
     with stock options,  by  application of the treasury stock method,  for the
     year ended January 31, 2004, as the Company had a net loss.


NOTE 6 - COMMITMENTS

On October 21, 2003 the Company  terminated  the licensing  agreement with NuAge
Electric Inc. in which the Company acquired 100% of the licensing rights related
to the manufacture and sale of electric  vehicles and products using proprietary
technology, subject to a 20% royalty.

On the same date the  Company  entered  into a new  Distribution  and  Licensing
Agreement ("the Agreement") with RV Systems,  Inc. ("RV"), a Nevada corporation,
to sell,  distribute and/or  manufacture  specified products and applications of
portable power systems (the "Licensed Technologies").  The Licensed Technologies
were developed by Lithium House,  Inc., an affiliate of RV, and has licensed all
product  development  to RV for  products  and  applications  of portable  power
systems.  The term of the Agreement commenced on October 21, 2003, and continues
for a period of five years and is  automatically  renewed for three years unless
terminated by either party with a minimum of ninety days written notice.

The  Company  is  required  to pay  Lithium  House (the  "Licensor")  technology
payments (the "Technology  Payments) as specified in the License Agreement.  The
technology  payments consisted of $100,000 for two- and three-wheeled  vehicles,
and $50,000 for lawn and garden  equipment  to be paid on or before  October 31,
2003. For neighborhood  electric vehicles  ("NEV's") the Company was required to
pay $250,000 no later than December 31, 2003,  with a weekly minimum of $15,000.
We were also required to pay Licensor product development  payments of $400,000,
on or before December 31, 2003,  with a weekly minimum of $15,000,  for two- and
three-wheeled  vehicles;  $200,000 for lawn and garden  equipment,  on or before
December 31, 2003, with a weekly minimum of $15,000; and $1,000,000,  payable no
later than March 31, 2004,  with a weekly minimum of $35,000 for NEV's ("Product
Development  Payments").  We have signed  additional  amendments  to the License
Agreement as of January 5, February 2 and March 20, 2004, covering power systems
for watercraft, solar houses and lithium battery power packs, respectively.

These additional  agreements require Technology and Product Development Payments
of  $2,500,000  ($250,000  for  watercraft,  due no later than  March 31,  2004;
$2,000,000  for solar  houses,  $500,000 of which is payable no later than March
31, 2004, and  $1,500,000,  due no later than October 31, 2004; and $250,000 for
lithium battery power packs,  $50,000 of which is payable no later than June 30,
2004 and $200,000 of which is payable no later than  September 30, 2004).  As of
January 31, 2004,  $1,385,000 in license fee payments were due under the License
Agreement,  and the Company had paid  $443,400 in license  fees as of that date.
Total  license fees  payable  under the License  Agreement  and  amendments  are
$4,500,000, leaving $4,056,600 in license fees payable subsequent to January 31,
2004.

On February 3, 2004,  the Company and RV agreed to an amendment to the Agreement
requiring  minimum weekly payments of $35,000 towards all license payments owing
to date. As a result the Company is not in default of its payment obligations to
RV.

                                      F-11

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 6 - COMMITMENTS (continued)

Annual obligations under the Agreement are as follows:

Year Ended January 31,

2005                                                                   1,820,000
2006                                                                   1,820,000
2007                                                                     416,600
                                                                   -------------

                                                                       4,056,600
                                                                   =============

Litigation

On October 17,  2003,  the Company was served with a complaint  filed on October
15, 2003, by Michael  McDermott,  as a stockholder of Planet Electric,  Inc. and
purportedly on behalf of Planet Electric in the United States District Court for
the Central District of California.  Lithium House,  Inc. was founded by Charles
Haba who was also  involved in the founding of Planet  Electric,  Inc.,  and was
associated  with that company until early 2002. The complaint lists the Company,
Charles  Haba,  Lithium  House,  Inc.,  and other  individuals  and  entities as
defendants.  The complaint seeks an injunction  prohibiting  certain  defendants
from  continuing  their  business  relationship  and transfer of alleged  Planet
Electric   trade  secrets  or  processes  and  also  seeks  damages  for  patent
infringement  against Charles Haba,  companies that Mr. Haba has been associated
with since his involvement with Planet Electric, and Whistler Investments,  Inc.
The complaint also alleges breach of fiduciary duty against Mr. Haba;  breach of
confidential  relationship  against Mr.  Haba;  conversion  against Mr. Haba and
certain other  individual  defendants;  various business torts against Mr. Haba,
Lithium   House,   and  other   individuals   and   entities  and  trade  secret
misappropriation against all defendants. On June 29, 2004 the parties stipulated
to dismiss the case.

Charles Haba,  is suing for breach of his  employment  agreement and breach of a
note against his former employer,Planet Electric, Inc. in the Los Angeles County
Superior Court. Planet Electric,  Inc. has filed  a  cross-complaint against the
same defendants as the above-mentioned  shareholder  derivative suit,  including
Whistler  Investments,  Inc.  The  proposed  cross  complaint  adds  claims  for
conversion and  conspiracy to  convert assets of Planet  Electric, Inc.  against
Whistler  Investments,  Inc. The plaintiffs  in this  action  intend to move for
dismissal of the cross complaint.

On July 30, 2004,  the Company  received a request for  voluntary  production of
documents  and  information  pursuant to a Securities  and  Exchange  Commission
informal inquiry. The documents requested include those related to the Company's
stock issuances,  its major corporate transactions,  including the Azra shopping
center,  the  Queens  mineral  property  and the  licensing  agreements  with RV
Systems,  and to its agreements with consultants and related parties, as well as
those relating to potential joint venture partners and customers. The Company is
fully   cooperating   with  the  Commission  in  response  to  its  request  for
information.


NOTE 7 - ADVANCES PAYABLE

An  unrelated  company  advanced  funds of  $8,205  to the  Company  to  finance
operations, which are non-interest bearing, unsecured and payable on demand.

                                      F-12

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 8 - DISCONTINUED OPERATIONS

Discontinued  operations  consist of the Company's  activities in the commercial
real estate industry. By an agreement dated April 10, 2002, the Company acquired
a 100% interest in the real property and all buildings and improvements situated
thereon,  known as the Azra Shopping Center,  located in Las Vegas,  Nevada. The
purchase  price was  $4,150,000  payable as follows:  a  promissory  note to the
vendor in the amount of  $600,000;  the  issuance of  12,000,000  common  shares
(split  adjusted) at a deemed  price of $0.033 per share;  the  Assumption  of a
first mortgage in the amount of  $3,150,000.  The  transaction  closed April 15,
2002,  with  operations  transferring  effective  May 1, 2002.  The  Company had
purchased the property through a wholly owned  subsidiary,  Whistler  Commercial
Holding, Inc. ("WCHI").

On January 1, 2003 the  Company  sold all the issued and  outstanding  shares of
WCHI to an unrelated  party for the sum of $100.  As part of the Share  Purchase
Agreement, the Company agreed to assume debt in the amount of $377,960 owed to a
related party by WCHI.

The results of discontinued operations are summarized as follows:
<TABLE>
<CAPTION>
                                                           Year Ended                           Accumulated from
                                                         January 31, 2004     Year Ended       April 20, 2000 (Date
                                                                             January 31,        of Inception) to
                                                                                2003            January 31, 2004
--------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>      <C>                        <C>
Revenues                                                             $ -   $         -                $   286,330
====================================================================================================================

Net Operating Loss                                                     -          (92,251)                (92,251)
Loss on disposal                                                       -         (664,773)               (664,773)
--------------------------------------------------------------------------------------------------------------------

Loss from discontinued operations                                   $  -       $ (757,024)             $ (757,024)
====================================================================================================================
</TABLE>

NOTE 9 - INCOME TAX

Potential benefits of income tax losses are not recognized in the accounts until
realization  is more likely than not.  The  Company  has  adopted  Statement  of
Financial  Accounting  Standards No. 109 ("SFAS 109") as of its  inception.  The
Company has approximately $967,000 of net operating loss carryforwards to reduce
taxable income of future years.  These net operating loss carryfowards  commence
expiring  in 2015.  Pursuant  to SFAS 109 the Company is required to compute tax
asset benefits for net operating  losses carried forward.  Potential  benefit of
net  operating  losses have not been  recognized in these  financial  statements
because the Company cannot be assured it is more likely than not it will utilize
the net operating losses carried forward in future years.

                                      F-13

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 9 - INCOME TAX (continued)

The  components of the net deferred tax asset at January 31, 2004 and 2003,  and
the  statutory tax rate,  the  effective tax rate and the elected  amount of the
valuation allowance are scheduled below:

                                              2004                 2003
                                               $                    $

Net Operating Loss                          836,000               65,618

Statutory Tax Rate                            34%                  34%

Effective Tax Rate                             -                    -

Deferred Tax Asset                          284,200               22,310

Valuation Allowance                        (284,200)             (22,310)
------------------------------------------------------------------------------

Net Deferred Tax Asset                         -                    -
------------------------------------------------------------------------------


NOTE 10 - RESTATEMENTS

The Company has restated its financial statements for the year ended January 31,
2004. The Company is restating the financial  statements due to the write off of
previously  capitalized  licensing  fees  (refer  to  Note  6).  The  amount  of
anticipated  future  revenues from technology and product  development  payments
cannot be  determined  with a reasonable  level of certainty by the Company.  In
addition  to  the  restatements  noted  above  certain  other  revisions  to the
financial   statement  note   disclosures  were  made  to  improve  the  overall
presentation  of  the  Company's  financial   statements.   The  nature  of  the
restatements and the effect on net loss and loss per share are as follows:

<TABLE>
<CAPTION>
Statement of Operations                                                                         For the year ended
                                                                                                    January 31,
                                                                                                       2004
                                                                                                         $
<S>                                                                                                  <C>
Net loss for the year as previously reported                                                        (4,829,599)

Corrections affecting net loss:

Write-off of licensing fees                                                                           (431,625)
--------------------------------------------------------------------------------------------------------------------

Net loss for the year as restated                                                                   (5,261,224)
--------------------------------------------------------------------------------------------------------------------

Loss per share as previously reported                                                                   (0.29)

Loss per share on restatements                                                                          (0.03)
--------------------------------------------------------------------------------------------------------------------

Loss per share as restated                                                                              (0.32)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      F-14

<PAGE>

WHISTLER INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------


NOTE 10 - RESTATEMENTS (continued)

<TABLE>
<CAPTION>
                                                                        January 31,
                                                                           2004                        January 31,
                                                                        Previously                        2004
                                                                         Reported      Adjustment      As Restated
Balance Sheet                                                                $              $               $
<S>                                                                        <C>           <C>                <C>
Intangible Assets - Licensing fees                                         431,625       (431,625)              -
--------------------------------------------------------------------------------------------------------------------

Total Assets                                                               604,272       (431,625)        172,647
--------------------------------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                                (90,933)      (431,625)       (522,558)
--------------------------------------------------------------------------------------------------------------------

Statement of Cash Flows

Net Cash Used in Operating Activities                                     (126,776)      (443,400)       (570,176)
--------------------------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activity                                       (443,400)       443,400               -
--------------------------------------------------------------------------------------------------------------------
</TABLE>


NOTE 11 - PRIOR PERIOD ADJUSTMENT

The  accompanying  financial  statements  for 2003  have  been  restated  due to
correction of errors  relating to the write-off of mineral  properties of $5,150
and the  recording of donated rent of $6,000.  Donated rent has been recorded as
Additional Paid in Capital in the Statement of Stockholders'  Equity.  The total
amount  of  $11,150  has been  charged  to  operations  in the prior  year.  The
Company's prior year net loss increased from $814,343 to $825,493.  There was no
effect on basic and diluted net loss per share resulting from the restatement.


NOTE 12 - SUBSEQUENT EVENTS

a)   Subsequent  to year-end the Company's  Board of Directors  approved a three
     for one split of common  shares,  which  become  effective  March 10, 2004.
     Stockholders  of record were  entitled to three  shares of common stock for
     each  share  held on that  date.  All per share  amounts  in the  financial
     statements have been retroactively adjusted to reflect the stock split.

b)   On February 24, 2004, the Company  received one million  dollars of a three
     million dollar financing from Sterling Capital, Inc. for the development of
     specific products for various customers. The amount received is in the form
     of a non-recourse loan collateralized by the Company's common shares.

                                      F-15

<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

Not Applicable.

ITEM 8A. Controls and Procedures

         As of the end of the fiscal  year ended  January 31,  2004,  covered by
this Form 10-KSB,  the Company carried out an evaluation,  under the supervision
and with the participation of the Company's management,  including the Company's
Chief  Executive  Officer and Chief  Financial and  Accounting  Officer,  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures as defined in Rule 13a-15 of the Securities Exchange Act of 1934.
Based upon that evaluation,  the Chief Executive Officer and Principal Financial
and  Accounting  Officer  concluded that the Company's  disclosure  controls and
procedures  are  effective  in  timely  alerting  them to  material  information
relating to the Company (including its consolidated subsidiaries) required to be
included in this Annual Report on Form 10-KSB. There have been no changes in the
Company's internal controls or in other factors which could significantly affect
internal controls subsequent to the date the Company carried out its evaluation.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.

Our executive officers and directors and their respective ages as of May 1, 2003
are as follows:


Name                           Age                   Office
--------------------          -----                  ------
Holly Roseberry                 51           President, Chief Executive
                                             Officer and Director
Mehboob Charania                48           Secretary, Treasurer, Chief
                                             Financial Officer and Director




The following  describes the business  experience of our directors and executive
officers, including other directorships held in reporting companies:

Ms.  Holly  Roseberry  was  appointed  as our  secretary,  treasurer  and  chief
financial  officer on February 20, 2002. On November 15, 2002, she resigned from
these positions and was appointed as our president,  chief executive officer and
as a  director.  From 2001 to the  present,  she has acted as  manager  for 24/7
Drycleaning Laundromat, a private Las Vegas business. She obtained a Bachelor of
Arts degree from Sacred Heart University in Bridgeport, Connecticut in 1973. Ms.
Roseberry was employed from 1993 to 1996 as human  resources  manager,  and from
1997 to 1999 as  business  office  manager,  of the Las Vegas  location of Wards
Department Store. Ms. Roseberry was not employed from 1999-2001.

Mr. Mehboob Charania has acted as our secretary,  treasurer  and chief financial
officer since November 15, 2002. Since June 2001,  Mr.  Charania  has  been  the
owner and operator of Infusion Bistro, a restaurant located in Calgary, Alberta.
From 1998 to 2001, he acted as a manager at IBM's Calgary office.


Term of Office

Our  directors  are  appointed for a one-year term to hold office until the next
annual  general  meeting of our  shareholders  or until  removed  from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.

Committees

We do not have an audit  committee,  although  we  intend  to  establish  such a
committee, with an independent "financial expert" member as defined in the rules
of the Securities and Exchange Commission.

Corporate Code of Conduct

We are reviewing a proposed  corporate code of conduct,  which would provide for

<PAGE>

internal procedures concerning the reporting and disclosure of corporate matters
that are material to our business and to our stockholders. The corporate code of
conduct  would  include a code of ethics for our  officers  and  employees as to
workplace  conduct,  dealings with  customers,  compliance  with laws,  improper
payments,   conflicts  of  interest,   insider  trading,   company  confidential
information, and behavior with honesty and integrity.

Significant Employees

We have no significant employees other than the officers and directors described
above.

Salim R. Rana, although not a director,  officer or employee of the Company, has
worked  extensively  with our  management  and Lithium House on  developing  and
commercializing  our  electric  powered  vehicles and  products,  as well on our
negotiations with potential joint venture partners.

Section 16(A) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

Section 16(a) of the Exchange Act requires the Company's  executive officers and
directors,  and  persons  who  beneficially  own more  than ten  percent  of the
Company's  equity  securities,  to file  reports  of  ownership  and  changes in
ownership with the Securities and Exchange Commission.  Officers,  directors and
greater than ten percent  shareholders are required by SEC regulation to furnish
the  Company  with copies of all  Section  16(a)  forms they file.  Based on its
review of the copies of such forms  received  by it, the Company  believes  that
during the fiscal  year ended  January  31,  2003 all such  filing  requirements
applicable to its officers and  directors  were  complied  with  exception  that
reports were filed late by the following persons:

<PAGE>

<TABLE>
<CAPTION>
                                    Number      Transactions   Known Failures
                                    Of late     Not Timely     To File a
Name and principal position         Reports     Reported       Required Form
---------------------------        -----------  ------------   --------------
<S>                                   <C>           <C>             <C>
Holly Roseberry                        3             3               0
President, C.E.O., and Director

Mehboob Charania                       0             0               0
Secretary, Treasurer and C.F.O.

Salim S. Rana Investments Corp.        33            33
10% Stockholder
-----------------------------------------------------------------------------
</TABLE>


ITEM 10.     EXECUTIVE COMPENSATION

The following table sets forth certain  information as to the Company's  highest
paid  executive  officers  and  directors  for the  Company's  fiscal year ended
January  31,  2004.  No  other  compensation  was paid to any  such  officer  or
directors other than the cash and stock option compensation set forth below.



                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                             ANNUAL COMPENSATION**      LONG TERM COMPENSATION
                             ---------------------  ----------------------------
                                                      AWARDS            PAYOUTS
                                          --------------------------------------

                                    Other                  Securities         All
                                    Annual                 Underlying         Other
                           Salary   Compen- Restricted     Options/  LTIP     Compen-
 Name  Title           Year Bonus   sation  Stock Awarded  SARs      payouts  sation
--------------------------------------------------------------------------------------
<S>      <C>          <C>      <C>   <C>    <C>             <C>       <C>      <C>

Holly       President  2003     0      0      0               0          0       0
Roseberry   CEO and    2004   $6,225                          45,000*
            Director
--------------------------------------------------------------------------------------
Stacey      Former     2003     0   $11,500   0                0         0       0
Fling       President
            CEO, &
            Director
--------------------------------------------------------------------------------------
</TABLE>

-----------------
* The number of shares  reflects the  three-for-one  forward split of our common
stock effective March 10, 2004

**Management fees of $11,500 were paid to Stacy Fling, President of the Company,
in the fiscal year ended January 31, 2003.  Ms. Fling served as President of the
Company  from  February 20, 2002 to November 15,  2002.  Ms.  Fling's  duties as
President  included  oversight  of  accounting  and  required  Federal and state
filings for the Company, as well as management of the Azra shopping center after
its acquisition by the Company in April 2002, including the leasing out of units
in the center,  collecting rents and correspondence  with tenants. In the fiscal
year ended  January 31, 2002,  management  fees of $2,500 per month were paid to
Dewey  Jones,  President  of the  Company.  Mr. Jones served as President of the
Company to February  20,  2002,  and oversaw the  incorporation  of the Company,
accounting and state and federal  filings in the start-up period of the Company.
Mr. Jones  received less than one month's  $2,500  management  fee in the fiscal
year ended  January 31, 2003.  Holly  Roseberry has held the office of President
since November 15, 2002. Ms.  Roseberry's  functions as President have included,
in addition to accounting and regulatory  filing  oversight,  management and the
sale of the Azra shopping center, working with the attorneys and accountants for
the  Company,  general  oversight  of  the  agreements  with  and  oversight  of
consultants to the Company and correspondence with the Company's transfer agent.


<PAGE>


Option/SAR Grants in Last Fiscal Year

Individual Grants

<TABLE>
<CAPTION>

(a)                        (b)                       (c)                (d)             (e)
                           Number of                 % of
                           Securities                Total
                           Under-                    Options/
                           Lying                     SAR's
                           Options/                  Granted to         Exercise
                           SAR's                     Employees          or Base
                           Granted                   in Fiscal          Price           Expiration
   Name                    (#)                       Year               ($/Sh)          Date
-------------              ------------              -----------        ---------       ----------
<S>                        <C>                       <C>               <C>              <C>
Holly Roseberry            45,000*                   100%              $.25             7/18/08
</TABLE>


* The number of shares  reflects the  three-for-one  forward split of our common
stock effective March 10, 2004


EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES


FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                       Number of Securities     Value of Unexercised
                                                                       Underlying Unexercised   in-the-Money Option/
                                                                       Options/SARS At          SARs at Fiscal
                                                                       Fiscal Year-End (#)      Year-End ($)
                                                                       Exercisable/             Exercisable/
                          Shares Acquired on                           Unexercisable            Unexercisable
Name                      Exercise (#)           Value Realized ($)
------------------------- ---------------------- --------------------- ------------------------ ----------------------
<S>                       <C>                    <C>                    <C>                     <C>
Holly Roseberry           45,000*                                      NA                       NA
</TABLE>


* The number of shares  reflects the  three-for-one  forward split of our common
stock effective March 10, 2004



<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The following  table sets forth  certain  information  concerning  the number of
shares of our common stock owned  beneficially as of April 23, 2004 by: (i) each
person  (including  any group) known to us to own more than five percent (5%) of
any  class of our  voting  securities,  (ii)  each of our  directors,  and (iii)
officers and directors as a group. Unless otherwise indicated,  the shareholders
listed  possess  sole  voting and  investment  power with  respect to the shares
shown.

All share  information in the following table reflects the three for one forward
split of out common stock effective March 10, 2004.





<TABLE>
<CAPTION>





                  Name and address                Number of Shares   Percentage of
Title of class    of beneficial owner             of Common Stock    Common Stock
(1)
-------------     -------------------             ----------------   -----------
<S>               <C>                                <C>                <C>

Common Stock      Salim S. Rana Investments Corp.     8,473,995          42.19%
                  5001 E. Bonanza Rd., Suite 144-145
                  Las Vegas, Nevada 89110 (2)

Common Stock      Holly Roseberry                      45,000              *
                  President, CEO, Director
                  5001 E. Bonanza Rd., Suite 144-145
                             Las Vegas, Nevada 89019

Common Stock      All Officers and Directors           45,000              *
                  as a Group that consists of
                  two people

</TABLE>

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

*        Less than 1%

(1) As of April 23,  2004,  there were  20,083,683  shares of our  common  stock
issued and outstanding.

(2) Salim R. Rana controls the investment decisions and voting power of Salim S.
Rana Investments Corp.

CHANGE IN CONTROL

We are not aware of any arrangement  that might result in a change in control in
the future.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

By an  agreement  dated  May 1,  2000,  we  previously  paid  $500 per  month in
consideration of office rent to Dewey Jones, our  former president and director.
We are no longer paying any amounts, including office rent, to Mr. Jones.

<PAGE>

Management  fees of $11,500 were paid to Stacy Fling,  President of the Company,
in the fiscal year ended January 31, 2003.  Ms. Fling served as President of the
Company  from  February 20, 2002 to November 15,  2002.  Ms.  Fling's  duties as
President  included  oversight  of  accounting  and  required  Federal and state
filings for the Company, as well as management of the Azra shopping center after
its acquisition by the Company in April 2002, including the leasing out of units
in the center,  collecting rents and correspondence  with tenants. In the fiscal
year ended  January 31, 2002,  management  fees of $2,500 per month were paid to
Dewey  Jones,  President  of the  Company.  Mr. Jones served as President of the
Company to February  20,  2002,  and oversaw the  incorporation  of the Company,
accounting and state and federal  filings in the start-up period of the Company.
Mr. Jones  received less than one month's  $2,500  management  fee in the fiscal
year ended  January 31, 2003.  Holly  Roseberry has held the office of President
since November 15, 2002. Ms.  Roseberry's  functions as President have included,
in addition to accounting and regulatory  filing  oversight,  management and the
sale of the Azra shopping center, working with the attorneys and accountants for
the  Company,  general  oversight  of  the  agreements  with  and  oversight  of
consultants to the Company and correspondence with the Company's transfer agent.


On February 20, 2002, our president,  Stacey Fling purchased 3,800,000 shares of
common stock from our former president,  Dewey Jones, for $3,800. On January 28,
2003, Ms. Fling  purchased  50,000 shares of common stock from Joyce Messer in a
private transaction. The aggregate price for the shares was $2,500.


Acquisition and Disposition of Azra Shopping Center

By an agreement dated April 10, 2002, we acquired from Salim S. Rana Investments
Corp., a private Nevada company ("SSRIC"),  a 100% interest in the real property
and all buildings and improvements situated thereon,  known as the Azra Shopping
center,  located in Las Vegas, Nevada. The purchase price was $4,150,000 and was
paid as follows:

1.    We issued 40,000,000 shares of common stock for $0.01 per share;

2.    We assumed a first mortgage on the Azra Shopping Center for $3,150,000;
      and

3.    We issued a promissory note for $600,000 to SSRIC.

     The  purchase of the Azra  shopping  center was  negotiated  with SSRIC and
approved by our Board,  based on the Board's view of the  possible  value of the
Azra  shopping  center.   The  Company  believes  that  these  were  arms-length
negotiations.

         We  completed  the  acquisition  through our  wholly-owned  subsidiary,
Whistler  Commercial   Holding,   Inc.,  on  April  15,  2002,  with  operations
transferring effective May 1, 2002.

         On January 1, 2003,  we sold the Azra  shopping  center.  In connection
with the  disposition of the Azra shopping  center,  the Company sold the stock,
valued at $100, of Whistler  Commercial  Holding,  Inc., the subsidiary  holding
title  to the  property,  for  $100 to Kim  Larsen,  an  unrelated  third  party
purchaser,  as an investment property. Mr. Larson assumed the mortgage debt. The
assumption of the mortgage debt  represented  the purchase price  negotiated for
the property, hence the minimal price attributed to the sale of the subsidiary's
stock.  The Company then assumed the unpaid  balance of $377,960 of the $600,000
note to SSRIC,  since the Company's  subsidiary  was liable on this debt and the
purchaser  was not  willing to assume the debt to SSRIC in  connection  with its
purchase of the Azra property.


     The  basis  for the  Company's  decision  regarding  the  sale of the  Azra
property and the  assumption of debt by the Company in connection  with the sale
of this property are that the prospects for the shopping center became much less
favorable,  due to the  continuing  economic  decline  following  the  terrorist
attacks on September  11, 2001.  The vacancy rate in May 2002 was  approximately
10%,  and by the end of the year was about  35%.  The rents  had  declined  from
approximately  $30,000 per month to  approximately  $26,000  per month,  and the
property was losing money.

        We  incurred  a loss of  $757,024  during  the  fiscal  year from  these
discontinued operations.

     During our fiscal year ended January 31, 2004, SSRIC advanced approximately
$175,000  additionally  to the  Company.  We  have  repaid  this  debt  and  all
subsequent advances by this stockholder as of February 25, 2004.

     During the year ended  January 31, 2004,  interest in the amount of $24,070
relating to the Azra shopping center debt was paid to SSRIC (see Footnote 5(b)to
the Financial  Statements).  Since the amount due was not repaid in the required
$200,000 installments due on January 31, 2003 and January 31, 2004, the debt was
subject to simple  interest at 10%; by agreement with SSRIC interest was accrued
through October 31, 2003, only and not thereafter.

We entered into a Stock  Redemption  and Reissuance  Agreement (the  "Redemption
Agreement"),  dated as of February 10, 2004, with SSRIC, our major  stockholder,
pursuant to which SSRIC on February 10, 2004,  contributed  1,000,000  shares of
our common stock (3,000,000 shares adjusted for the three-for-one  forward split
effective March 10, 2004) owned by SSRIC (the "Shares") to our treasury. At that
time, we had only 6,000 authorized but unissued shares of common stock available
for issuance upon exercise of options or for  consultants  or potential  private
investors in the Company. Under the Redemption Agreement,  SSRIC contributed the
Shares to the Company's treasury at no cost to the Company.  The Company had the
ability under the Redemption  Agreement,  and did, utilize the shares for proper
corporate  purposes,  including  option  exercises and issuances to consultants.
Under the Redemption Agreement,  the Company was obligated to return the Shares,
at no cost,  to SSRIC upon the first to occur of the following  events:  (1) the
return to the Company of the  certificate  for 3,375,000  shares of common stock
held  improperly  by  International  Business  Consultants  GMBH in escrow for a
financing that had not closed and had no prospect of closing, or (2) an increase

<PAGE>

in the  Company's  authorized  common  stock of at  least  3,000,000  shares  as
contemplated by the Company's  information  statement  referred to above. On May
20, 2004, International Business Consultants GMBH redelivered to the Company the
certificate for 3,375,000  shares,  and our suit against this company and others
associated  with it will be withdrawn.  Based on the return of these shares,  on
June 3, 2004,  the Company  reissued the  3,000,000  shares  contributed  to the
Company's treasury by SSRIC.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:  See Exhibit Index.



Exhibits
--------
-------------------- -----------------------------------------------------------
    Exhibit No.                                                  Description
-------------------- -----------------------------------------------------------

        3.1          Articles  of  Incorporation  of  the  Company.(Incorporated
                     herein  by  reference  to  Exhibit  3.1  to  the  Company's
                     Registration   Statement  on   Form  SB-2  filed  with  the
                     Commission on May 29, 2001.)

        3.2          By-Laws of the Company.  (Incorporated  herein by reference
                     to Exhibit 3.2 to the Company's  Registration  Statement on
                     Form SB-2 filed with the Commission on May 29, 2001).

        4.1          Specimen Common Stock Certificate. (Incorporated  herein by
                     reference  to  Exhibit  4  to  the  Company's  Registration
                     Statement on Form SB-2 filed with the Commission on May 29,
                     2001.)

        4.2          Whistler  Investments,  Inc.  2003  Restricted  Stock Plan.
                     (Incorporated  herein  by  reference to  Exhibit 4.2 to the
                     Company's  Registration  Statement on  Form S-8 filed  with
                     the Commission on July 18, 2003.)

       10.1          Mineral Claim dated October 2, 2000.(Incorporated herein by
                     reference  to Exhibit  10.1 to the  Company's  Registration
                     Statement on Form SB-2 filed with the Commission on May 29,
                     2001.)

       10.2          Mineral  Property  Staking  and  Sales   agreement,   dated
                     September 19, 2000,  between Mr. Edward McCrossan  and  the
                     Company. (Incorporated herein by reference to Exhibit  10.2
                     to the Company's Registration Statement on  Form SB-2 filed
                     with the Commission on May 29, 2001.)

       10.3          Office Services Agreement, dated May 1,  2000,  between the
                     Company and Dewey Jones.  (Incorporated herein by reference
                     to Exhibit 10.3 to the Company's Registration  Statement on
                     Form SB-2 filed  with  the Commission on May 29, 2001.)

       10.4          Asset  Purchase  Agreement  dated  April 10,  2002  between
                     Salim S.  Rana Investments Corp. and Whistler  Investments,
                     Inc.  (Incorporated by reference to Exhibit No. 10.1 to the
                     Company's Annual Report on Form 10-KSB, filed May 6, 2002.)

       10.5          Agreement   dated   January  1,   2003   between   Whistler
                     Investments, Inc. and Kim Larsen respecting the disposition
                     of Azra Shopping  Center.   (Incorporated  by  reference to
                     Exhibit 10.1 to the Company's Amendment No. 1 to its Annual
                     Report on Form 10-KSB filed May 8, 2003.)

       10.6          Amendment to Licensing Agreement,  dated October 21,  2003,
                     between Nu Age Electric Inc. and Whistler Investments, Inc.
                     (Incorporated by reference to Exhibit 10.3 to the Company's
                     Current  Report  on Form 8-K, filed November 21, 2003)

       10.7          Agreement,dated October 21,2003, by and between RV Systems,
                     Inc.  and  Whistler Investments, Inc.  (Incorporated  by
                     reference to Exhibit 10.4 to the Company's Current Report
                     on Form 8-K, filed November 21, 2003)

       10.8          Investment Agreement, dated as of January 19, 2004,  by and
                     between Whistler  Investments,  Inc. and  Dutchess  Private
                     Equities Fund, L.P. (Incorporated  by  reference to Exhibit
                     10.5  to  the  Company's  Current Report on Form 8-K, filed
                     January 23, 2004.)

       10.9          Registration Rights Agreement,dated as of January 19, 2004,
                     by  and  between  Whistler  Investments,  Inc. and Dutchess
                     Private Equities Fund, L.P.  (Incorporated  by reference to
                     Exhibit 10.6  to  the Company's Current Report on Form 8-K,
                     filed January 23, 2004)

<PAGE>

      10.10          Stock  Redemption  and Reissuance  Agreement,  dated  as of
                     February 10, 2004,  Between Whistler Investments,  Inc. and
                     Salim S. Rana Investments, Inc. (Filed herewith.)

      10.11          Letter from City of Austin, Texas, dated February 27, 2004.
                     (Filed herewith.)

      10.12          Memorandum of Understanding, dated March 15, 2004,  between
                     Shanghai Geely Metop International  and the Global Electric
                     subsidiary of Whistler  Investments, Inc. (Filed herewith.)

      10.13          Loan Agreement,  made as of the 20th day of February, 2004,
                     among Sterling Capital Inc.  and Whistler Investments, Inc.
                     (Filed herewith.)

      10.14          Letter Agreement,  dated February 3, 2004, between Whistler
                     Investments, Inc. and RV Systems, Inc. (Filed herewith.)

         21          Subsidiaries of Registrant (Filed herewith.)

       31.1          Certification  of  Chief   Executive  Officer  Pursuant  to
                     Section  302  of  the  Sarbanes-Oxley  Act  of  2002, filed
                     herewith.

       31.2          Certification  of  Chief   Financial  Officer  Pursuant  to
                     Section  302 of  the  Sarbanes-Oxley  Act  of  2002,  filed
                     herewith.

       32.1          Certification  of Chief  Executive  Officer  Pursuant to 18
                     U.S.C. Section 1350, as Adopted Pursuant to Section 906  of
                     the  Sarbanes-Oxley Act of 2002, filed herewith.

       32.2          Certification  of Chief  Financial  Officer  Pursuant to 18
                     U.S.C.  Section 1350, as Adopted Pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002, filed herewith.


(b)  Reports on Form 8-K:  The  Company  filed a Current  Report on Form 8-K, on
January 23, 2004, during the fiscal quarter ended January 31, 2004.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1)      Aggregate fees for the last two years:  2003-$5,849       2004-$16,450

(2)      Audit related fees:                     2003- NA          2004- NA

(3)      Tax fees:                               2002- NA          2003- NA

(4)      All other fees.  NA

(5)      Audit   committee  pre-approval  processes,  percentages  of  services
approved  by  audit  committee, percentage of hours spent on audit engagement by
persons other than principal accountant's full time employees.  NA


                                   SIGNATURES


In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


WHISTLER INVESTMENTS, INC.


By:     /s/ Holly Roseberry
       ---------------------------------
       Holly Roseberry
       President and Chief Executive Officer
       Director
       Date: October 4, 2004


<PAGE>

In  accordance  with the  Securities  Exchange  Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.


By:    /s/ Holly Roseberry
       -------------------
       Holly Roseberry
       President and C.E.O.
       (Principal Executive Officer)
       Director
       Date: October 4, 2004

By:    /s/ Mehboob Charania
       --------------------
       Mehboob Charania
       Secretary, Treasurer & C.F.O.
       (Principal Financial Officer)
       Director
       Date: October 4, 2004



EXHIBIT INDEX


      10.10       Stock  Redemption  and  Reissuance  Agreement,   dated  as  of
                  February 10,  2004,  Between  Whistler  Investments,  Inc. and
                  Salim S. Rana Investments, Inc.

      10.11       Letter from City of Austin, Texas, dated February 27, 2004.

      10.12       Memorandum  of  Understanding,  dated  March 15, 2004, between
                  Shanghai  Geely  Metop  International  and the Global Electric
                  subsidiary of Whistler Investments, Inc.


      10.13       Loan Agreement,  made as of the 20th  day of  February,  2004,
                  among Sterling Capital Inc. and Whistler Investments, Inc.

      10.14       Letter  agreement,  dated  February 3,  2004, between Whistler
                  Investments, Inc. and RV Systems, Inc.

         21       Subsidiaries of Registrant


       31.1       Certification  of  Chief Executive Officer Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

       31.2       Certification of  Chief Financial  Officer Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

       32.1       Certification of Chief Executive Officer Pursuant to 18 U.S.C.
                  Section  1350,  as  Adopted  Pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002.

       32.2       Certification of Chief Financial Officer Pursuant to 18 U.S.C.
                  Section  1350,  as  Adopted  Pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002.



Exhibit 10.10


                    STOCK REDEMPTION AND REISSUANCE AGREEMENT


 STOCK REDEMPTION AND REISSUANCE AGREEMENT made  effective as of the 10th day of
February, 2004, between  and between  SALIM S. RANA INVESTMENTS CORP.,  a Nevada
corporation (hereinafter referred to as "Transferor"); and WHISTLER INVESTMENTS,
INC., a Nevada Corporation (hereinafter referred to as the "Corporation").

<PAGE>

                              W I T N E S S E T H:
                               -------------------
         WHEREAS,  Transferor is the owner of 3,444,115  shares of common stock,
         par value $.001 per share, of the Corporation (the "Common Stock"); and
         WHEREAS,  the Corporation has 6,000  authorized but  unissued shares of
         its Common Stock available for issuance; and
         WHEREAS,  the Corporation requires additional shares for issuances upon
         the  exercise  of stock  options,  for  consultant's  services  and for
         private investors  prior  to  the  anticipated   approval  date of  the
         Corporation's  Information  Statement on Schedule  14C,  filed with the
         Securities and Exchange  Commission on July 24,  2004 (the "Information
         Statement").
         WHEREAS,  Transferor  desires to make 1,000,000  shares of Common Stock
         owned  by it (the "Shares")  available  for  use by  the Corporation by
         transferring  the Shares  to the  Corporation's  treasury at no cost to
         the Company,  the  Shares  to be  retransferred  to  Transferor  by the
         Corporation,  without  cost to the Transferror, upon the first to occur
         of (1) the return to the  Corporation  of  a  certain  certificate  for
         1,125,000 shares of Common Stock held improperly by a financing company
         or(2) an increase in the Company's authorized  ommon stock contemplated
         in the Information Statement; and
         WHEREAS,  the  Corporation  desires to redeem the Shares on those terms
         and conditions.
         NOW THEREFORE,   in  consideration  of  the  premises  and  the  mutual
         covenants   herein  contained,   and   for  other  good   and  valuable
         consideration   the  receipt  and   sufficiency  of   which  is  hereby
         acknowledged, the parties hereto agree as follows:
                  1.       Stock Redemption.
                           ----------------
                  Transferor  hereby  transfers the Shares to the  Corporation's
treasury,  without cost to the  Corporation,  and  Corporation  hereby agrees to
redeem  the Shares  from  Transferor  and hold the  Shares in the  Corporation's
treasury to be issued for proper corporate purposes.

                  2.       Reissuance of the Shares to Transferor.
                           --------------------------------------
                  The  Corporation  shall be obligated to return and reissue the
Shares,  at no cost, to the Transferor  upon the first to occur of the following
events:  (1) the return to the  Corporation  of the  certificate  for  1,125,000
shares of Common Stock held  improperly by  International  Business  Consultants
GMBH in escrow, or (2) an increase in the Corporation's  authorized Common Stock
of at least  1,000,000  shares  as  contemplated  by the  Information  Statement
("Reissue Events").  Within five (5) days of the occurrence of the first Reissue
Event (the  "Reissue  Date"),  the  Corporation  shall reissue the Shares to the
Transferor,  at no cost to  Transferor.  If a Reissue Event does not occur,  the
Corporation shall be under no obligation to return and reissue the Shares to the
Transferror.

                  3.       Adjustment to Number of Shares.
                           -------------------------------
         If the  Corporation,  at any time prior to  reissuance of the Shares to
Transferor,  (i) shall pay a stock dividend or otherwise make a distribution  or
distributions  on shares of its  Common  Stock or on any other  class of capital
stock and not the Common Stock payable in shares of Common Stock, (ii) subdivide
outstanding  shares of Common  Stock into a larger  number of  shares,  or (iii)
combine  outstanding shares of Common Stock into a smaller number of shares, the
number of Shares shall be adjusted proportionately. Any adjustment made pursuant
to this Section shall become effective immediately after the record date for the
determination of stockholders  entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision  or  combination,  and shall apply to  successive  subdivisions  and
combinations.

                  4.       Title to the Shares.
                            -------------------
                  The Transferor has and will transfer to the Corporation  good,
valid and marketable title to the Shares,  free and clear of all claims,  liens,
encumbrances,   charges  and  options  whatsoever.  On  the  Reissue  Date,  the
Corporation shall transfer to Transferor good, valid and marketable title to the
Shares, free and clear of all claims, liens,  encumbrances,  charges and options
whatsoever.

                  5.       Miscellaneous.
                           --------------
                  a. Each  party  shall  be  responsible  for  its own expenses,
                     including  taxes,   in  connection  with  the  transactions
                     contemplated by this Agreement.
                  b. he provisions of  this Agreement  shall be binding upon and
                     inure  to  the  benefit of  the  parties hereto  and  their
                     permitted successors and assigns.
                  c. Any notice  hereunder  shall be given to the Corporation at
                     the  Corporation's  address  in Las Vegas,  Nevada,  and to
                     Transferor  at   his   home  address  on   fil e with   the
                     Corporation,  or  any other forwarding  address provided to
                     the  Corporation  by  any  party  in writing,  by certified
                     mail,  return  receipt  requested,  personal  delivery,  or
                     delivery  by  reputable  overnight  delivery company.
                  d. This Agreement  shall be governed  by the laws of the State
                     of Nevada.
                  e. This Agreement may not be orally canceled,changed, modified
                     or amended, and no  cancellation,  change,  modification or
                     amendment shall be effective or binding,  unless in writing
                     and signed by all the parties to this Agreement.
                  f. The paragraph  headings contained in this Agreement are for
                     reference purposes only and shall not in any way affect the
                     meaning or interpretation of this Agreement.
                  g. This  Agreement  may  be  executed  in several counterparts
                     which  when  together  shall  be deemed an original for all
                     purposes.
                  h. None of the parties hereto may assign their  obligations or
                     rights  under this  Agreement  without the express  written
                     consent of the other parties hereto.

<PAGE>

         IN WITNESS  WHEREOF,  the  parties  have  hereunto  set their  hands in
duplicate as of the date first above written.

         TRANSFEROR:
         SALIM S. RANA INVESTMENTS CORP.

         BY:      /s/ Salim Rana
         -------------------------------




         WHISTLER INVESTMENTS, INC.

         BY:  /s/ Holly Roseberry
         ------------------------------------------
         President







EXHIBIT 10.11



Austin Energy         City of Austin
                  Austin's Community-Owned Electric Utility
                  Town Lake Center 721 Baron Springs Road Austin Texas
                  78704-1194  (512) 322-9800

February 27, 2004

Salim Rana
Chief Executive Officer
Suite 144
5001 East Bonanza Road
Las Vegas, NV 89110

Dear Salim:

I am  writing to follow up on our  meeting  at the  office of  Lithium  House on
February 16, 2004. As I mentioned,  the City of Austin and its municipally-owned
electric  utility,  Austin  Energy,  have been  exploring  the electric  vehicle
industry  in an  effort to  identify  a  possible  supplier  of  battery-powered
vehicles for the City's fleet.  Austin has two objectives in this  endeavor:  1)
reducing  atmospheric  emissions  from  vehicle  exhaust,  and  2)  substituting
electric  power for  petroleum.  Over the coming  years,  Austin  Energy will be
generating electricity  increasingly from renewable sources such as wind. At the
same time, America is becoming more dependent on imported oil.

We have  determined  that a practical  electric  vehicle must have a range of at
least  100  miles  per  full  battery  charge,  and  performance  comparable  to
conventional  internal  combustion  engines.  The life cycle cost of an electric
vehicle would have to be comparable to that of gasoline-fueled  vehicles, taking
into account total lifetime projected energy costs,  maintenance costs, and also
factoring in the value of zero emissions for electric  vehicles.  With regard to
clean air value of EVs, the Texas Emissions Reduction Program currently provides
a subsidy for zero-emission vehicles.

We are  delighted  that  Global  Electric  and  Lithium  House  have a plan  for
manufacturing  battery-powered  electric  vehicles that meet these  requirements
using the  demonstrated  capabilities  of the  lithium  battery.  We  envision a
collaboration  between the Austin Energy and Global Electric that would entail a
testing  phase  followed by a  multi-vehicle  demonstration  phrase.  During the
testing phase,  Austin Energy would purchase a single  battery-powered  electric
vehicle  from Global  Electric for use in our vehicle  fleet.  We will work with
Global  Electric  to  develop a  monitoring  program  to  measure  and  document
performance,  maintenance and other essential data.  These data would be used by
Global  Electric to refine  designs of future  vehicles.  Contingent  on success
during the testing phrase, the City of Austin would purchase additional vehicles
from Global  Electric.  The number and price are to be determined  following the
testing  phase.  Since these City of Austin  vehicles will be clearly  marked as
electric-powered,  we expect the  demonstration  phase to  attract  considerable
public  attention.  Needless to say,  growing  awareness of  practical  electric
vehicles would accelerate the creation of a private sector market for EVs.


<PAGE>

At this time, we can express  interest in this plan,  but Austin Energy can only
commit funds for the test phase  following  approval of our coming year's budget
by the Austin City Council in September.  We are requesting funding for purchase
of an electric PT Cruiser using lithium batteries.  If the City Council approves
this budget  request,  we would  purchase  the vehicle  this  October.  It is my
understanding   that  Global  Electric   acknowledges  that  this  agreement  is
contingent  upon  approval  by the  Austin  City  Council in  September.  In the
meantime, Global Electric will proceed with the test phase of the plan.

Please call me if you have any questions. We look forward to working with Global
Electric  and  Lithium  House  to  demonstrate  the  value  of  electric-powered
transportation.

Sincerely,

/s/ Mark Kapner
Mark Kapner
Senior Strategy Planner


EXHIBIT 10.12





                           Memorandum of Understanding



This  memorandum  of  understanding  dated  March 15,  2004 is the result of the
meetings  held in  February  and March  2004  between  Geely in China and Global
Electric.  Both  English  and  Chinese  versions  of this  memorandum  are to be
considered upon agreement

Global  Electric had purchased  three models of scooters and  motorbikes and one
model of an All-Terrain Vehicle (ATV), totaling 10 vehicles with an intention of
purchasing 10 more units.

Global  Electric  will convert  these  vehicles  into  electric  versions.  Upon
successful conversion, Geely will manufacture these models as 'gliders', without
engine and exhaust for ease of conversion, at a pre-agreed price.

Geely will also work towards a comprehensive joint venture agreement in a format
agreed upon by both companies and details acceptable to both pasties.


/s/ Holly Roseberry                 /s/ Carlos Zhu
-----------------------             ---------------------------
Holly Roseberry                     Carlos Zhu
President                           Vice General manager
Global Electric                     Shanghai Geely Metop International
                                    Trade Co., Ltd.


Exhibit 10.13
                                 LOAN AGREEMENT


THIS LOAN AGREEMENT is made as of the 20th day of February, 2004.

AMONG:

         STERLING CAPITAL INC., an international  business company  incorporated
         ---------------------
         pursuant to the laws of Belize and having an office located at P.O. Box
         346 Corozal Town, Belize;

                                                                  (the "Lender")

AND:

         WHISTLER INVESTMENTS INC., a  body  corporate  incorporated pursuant to
         -------------------------
         the laws of Nevada located at 5001 E. Bonanza Rd.,Suite 144, Las Vegas,
         Nevada;

                                                                (the "Borrower")

<PAGE>

WHEREAS:

A.       The Lender has agreed to lend $3,000,000 ("the  Loan") to the  Borrower
         to be used by the Borrower for  development  of its business assets and
         for general working capital; and

B.       The Borrower has agreed to grant to the Lender certain shares described
         in this  Agreement in order to secure the repayment of the Loan and the
         performance of the Borrower's obligations;

In  consideration  of the premises,  covenants,  and agreements  hereinafter set
forth, and each party legally  intending to be bound hereby,  the parties hereby
represent, warrant, covenant, and agree as follows:

                     Article 1-Definitions & Interpretation

1.1  Definitions

In this Agreement:

         "Banking  Day" means any day on which United States banks are generally
         open to the public for business in Las Vegas, Nevada; and

         "Interest"  means simple interest at a rate of 5% per annum  calculated
         on the Loan.

         "Trustee" means the person(s)  holding the collateral  security for the
         loan, or Greg Yanke.

1.2  Headings

Headings have been inserted into this  Agreement for reference  only and they do
not  define,  limit,  alter,  or enlarge the  meaning of any  provision  of this
Agreement.

1.3  Recitals

The recitals set out above form a part of this Agreement.

1.4  Currency

Unless otherwise specified,  a statement of, or reference to, a dollar amount in
this Loan  Agreement  without  currency  specification  will mean United  States
dollars.

                             Article 2-Terms of Loan

2.1  Loan Amount

On and subject to the terms of this Agreement,  the Lender hereby agrees to lend
and the Borrower hereby agrees to borrow the principal sum of $3,000,000 payable
upon the following terms and conditions:

         (a)      $1,000,000  to  the  Borrower  forthwith upon the execution of
                  this Agreement; and

         (b)      an  additional $2,000,000  to the  Borrower  within 12 months,
                  subject  or  upon  increase of the  authorized capital of  the
                  Company;

         (each an "Installment")

The Loan  advances are subject to the Borrower  satisfying  all of its covenants
and agreements. Upon receipt of the Loan, less an 8%, or $240,000, due diligence
fee (the "Due Diligence Fee") that the Lender will deduct from the Loan proceeds
as they are  advanced,  the Borrower  shall be bound to accept the Loan upon the
terms described herein.

<PAGE>

2.2  Expenses

The Borrower shall be responsible  for the Lender's and its own costs related to
the preparation  and execution of this Agreement and any related  documentation.
The Lender's  costs in this regard shall be covered by the Due Diligence Fee. In
addition,  the  Borrower  shall  be  responsible  for the  reasonable  fees  and
disbursements of the Lender's legal counsel,  which fees and disbursements shall
not exceed $5,000.

2.3  Non-Revolving Facility

The Loan  will be a  non-revolving  facility  and any  principal  of it that the
Borrower repays will not be available for re-advance under this Agreement.

2.4  Promise to Pay

The Borrower  hereby promises to make Loan payments to the Lender at its address
shown on the first page of this Agreement,  or at any other address  directed by
the Lender  from time to time,  in  accordance  with the  schedule  provided  in
paragraph 3.1. The Borrower  hereby  promises to provide proof of payment to the
Trustee within five business days of the due date of the payment.

2.5  Renewal of Loan

The  Borrower  may at its option,  provided  no Event of Default  has  occurred,
extend the loan term by one additional  year under the same terms and conditions
provided under this  Agreement,  except that a further renewal of Loan shall not
apply to any extension. In such circumstances, the Borrower shall pay the Lender
$120,000  upon  providing  the Lender with notice that the  Borrower  intends to
extend the Loan term.  Such  notice must be given to the Lender at least 30 days
prior to the expiry of the Loan term.

                           Article 3-Repayment of Loan

3.1  Repayment of Principal

Subject to section 8.2, the Borrower  hereby  promises to repay the principal of
each Loan  Installment on the date that is 24 months from the date on which each
Installment  is  advanced  to the  Borrower.  The  Interest on the Loan shall be
payable at the end of each  calendar  quarter  subsequent to the date the Lender
advances the first Installment to the Borrower.

3.2  Prepayment

The Borrower may not, without the Lender's permission, prepay all or any part of
the Loan.

                      Article 4-General Payment Provisions

4.1  Payment Dates

If the date upon which any act or payment under this Agreement is required to be
done or made falls on a day that is not a Banking Day,  then such act or payment
will be performed or made on the immediate subsequent Banking Day.

4.2  Receipt of Payments

All payments required to be made under this Agreement and received by the Lender
after 3:00 pm Pacific Time will be deemed for all purposes of this  Agreement to
have been  received  by the  Lender on the  Banking  Day  following  the date of
payment.

4.3  Overdue Amounts

In addition to any other interest payable pursuant to this Agreement, any amount
payable by the Borrower to the Lender in connection with this Agreement, and not
paid when due, will bear interest at 20% per annum calculated from the date such
amount first becomes due until paid in full.

<PAGE>

                               Article 5-Security

5.1      Equity Security

As security for the indebtedness, liabilities and obligations of the Borrower to
the Lender under this  Agreement,  upon the Lender  delivering the Loan funds to
the Borrower and  following  the  Borrower's  increase in capital,  the Borrower
shall issue and deliver to the Lender  10,000,000  shares of  restricted  common
stock in its  capital  at a deemed  price of $3.33  per  share  (the  "Shares"),
deliverable proportionately to delivery of funds (i.e. 3,333,333 shares when the
first  $1,000,000 of the Loan is advanced,  and a further  6,666,667 shares upon
delivery of the balance of the Loan). The Shares shall be represented by a stock
certificate issued by the Borrower's registrar and transfer agent in the name of
the Lender, to be held in Trust by the Trustee.

5.2      Dividends on Shares

Any  share  dividends  that the  Borrower  pays to the  Lender  by virtue of its
ownership of the Shares in the Borrower shall be credited to the Borrower's Loan
payments due under  paragraph 3.1 herein provided that such payments comply with
paragraph 3.2 herein.

5.3      Cancellation of Shares

After the Loan and all Interest are repaid in full, the Lender shall deliver the
Shares to the Borrower for return to treasury. In such circumstances, the Lender
shall provide the Borrower will such  documentation as it may reasonably require
for the cancellation and return to treasury of the Shares.

5.4      Disposal of Shares

The Lender shall not have the right to dispose of all or part of its interest in
the  Shares,  except in  accordance  with the  provisions  of  Article 8 of this
Agreement upon the occurrence of an Event of Default.

5.5      Voting Rights

Upon written  request of the  Borrower,  the Lender shall execute a voting trust
agreement  whereby it agrees to grant to the Borrower's  Board of Directors,  or
any  individual  specified by the Borrower,  all voting  rights  attached to the
Shares, which agreement shall not become effective except in accordance with the
provisions  of Article 8 of this  Agreement  upon the  occurrence of an Event of
Default.


                         Article 6-Conditions of Lending

6.1  Conditions Precedent to Advance

The  obligation  of the Lender to advance the Loan  proceeds to the  Borrower is
subject to the  satisfaction or waiver of following  conditions  precedent on or
before the advance:

         (a)      receipt by the  Lender of  certified  copies of all  documents
                  evidencing   all  corporate   action  taken  by  the  Borrower
                  authorizing  the execution and delivery of this  Agreement and
                  the issuance of the Shares as security, all to be satisfactory
                  in form and substance to the Lender;

         (c)      no Event of Default will have occurred or no event which, with
                  the lapse of time or with  notice and lapse of time  specified
                  herein  would become an Event of Default,  will have  occurred
                  and be continuing;

         (d)      no action,  proceeding,  or  investigation  will be pending or
                  threatened  against the Borrower  which would,  if successful,
                  have a material  adverse effect on the financial  condition of
                  the  Borrower  or its  ability  to  observe  and  perform  its
                  covenants under this Agreement; and

<PAGE>

         (e)      all representations  and warranties  contained in Article 7 of
                  this  Agreement  will  be  true  on and as of the  date of any
                  advance  under  the  Loan  with  the  same  effect  as if such
                  representations  and warranties had been made on and as of the
                  date of such advance.

6.2  Waiver of Conditions Precedent

The above  conditions  precedent  are for the sole  benefit of the  Lender.  The
Lender  may in its sole  discretion,  waive by notice in writing  any  condition
precedent, in whole or in part, without incurring any liability therefor.

                     Article 7-Representations & Warranties

The Borrower  hereby  represents  and warrants to and in favour of and covenants
with the Lender as follows:

7.1  General

All  representations  and warranties  made under this Agreement will survive the
advance of the Loan and the delivery of the Shares,  and no investigation at any
time made by or on behalf of the Lender will diminish in any respect  whatsoever
its rights to rely upon them.  All  statements  contained in any  certificate or
other instrument  delivered by or on behalf of the Borrower under or pursuant to
this  Agreement  will  constitute  representations  and  warranties  made by the
Borrower under this Agreement.

7.2  Binding Effect

This  Agreement,  upon  execution  by the  Lender,  will  be  duly  and  validly
authorized by all necessary  corporate action,  will have been validly executed,
and will be legal, valid, and binding obligations of the Borrower enforceable in
accordance with its terms.

7.3  Contravention of Law

Neither the  execution  and delivery of this  Agreement  and the issuance of the
Shares,  nor  performance  in accordance  therewith,  is or will  contravene any
provision of any law, regulation,  order, licence, permit, or consent applicable
to each, or conflict with or result in a breach,  or constitute a default under,
or  require  any  consent  under the terms or  conditions  of any  agreement  or
instrument to which the Borrower is a party or by which the Borrower is bound.

7.4  No Default Under Agreements

The Borrower is not in default  under any agreement or instrument to which it is
a party and which default may materially adversely affect its ability to observe
and perform its covenants under this Agreement.

7.5  No Claims

There are no actions, claims, or proceedings pending or, to the knowledge of the
Borrower,  threatened  against the Borrower or its directors or officers  before
any court, administrative board, or other tribunal, which if decided against the
Borrower or its directors or officers would  materially or adversely  affect its
business or financial  status and there is no  unsatisfied  claim or outstanding
judgment or writ of execution against the Borrower.

                     Article 8-Events of Default & Remedies

8.1  Events of Default

Any one or more of the  following  events will  constitute  an Event of Default,
whether any such Event of Default is  voluntary  or  involuntary  or effected by
operation of law or pursuant to or in compliance with any judgment,  decree,  or
order of any court or any order,  rule, or regulation of any  administrative  or
governmental body:

<PAGE>

         (a)      default  by the  Borrower  in the due  payment  of any  amount
                  payable  under  this  Agreement  or in the  due  and  complete
                  observance or performance of any other condition, covenant, or
                  provision of this Agreement;

         (b)      the  occurrence of a material  adverse change in the financial
                  position  of the Borrower or in the value of the security held
                  by the Lender for the Loan;

         (c)      any action by the Borrower  that  constitutes  a denial of the
                  Lender's  rights set forth in this Agreement;

         (d)      an order is made or a petition is  filed for the bankruptcy of
                  the Borrower;

         (e)      the Borrower  commits an act  of bankruptcy or makes a general
                  assignment for the  benefit  of  its  creditors  or  otherwise
                  acknowledges its insolvency;

         (f)      the  appointment of a receiver, receiver-manager, or  receiver
                  and manager of any part of the  properties  or  assets  of the
                  Borrower;

         (g)      the  enforceability of any execution,  or any other process of
                  any court against the  Borrower,  or the levy of a distress or
                  analogous  process upon the  properties  or assets or any part
                  thereof of the Borrower;

         (h)      default by the Borrower in the performance of any  contractual
                  obligation to the  Lender under  any other  agreement or legal
                  instrument,  whether or not collateral or supplemental to this
                  Agreement;

         (i)      the holder of any mortgage,  charge,  or encumbrance on any of
                  the  properties  or assets or any part thereof of the Borrower
                  does anything to enforce or realize on such mortgage,  charge,
                  or encumbrance;

         (j)      if, at any time  during the  currency of this  Agreement,  the
                  Borrower is subject to a change of control.  For the  purposes
                  of this subparagraph, a "change of control" shall be deemed to
                  occur if:

                  (i)      any  person,  or group of persons  acting in concert,
                           other  than  any  current  control  person(s),   hold
                           greater than 20% of the issued and outstanding shares
                           in the capital stock of the Borrower;

                  (ii)     there is a 50% or greater  change in the  composition
                           of the  Borrower's  Board of  Directors,  effected by
                           stockholders  of the  Borrower  other  than  with the
                           consent of the current control person(s); or

                  (iii)    if  a  takeover  bid  is issued  with  respect to the
                           Borrower's securities;

         (k)      if any  representation  or  warranty  made in  writing  to the
                  Lender  by the  Borrower  made  in  this  Agreement  or in any
                  certificate or other  instrument  delivered or to be delivered
                  by or on behalf of the Borrower to the Lender in contemplation
                  of this Agreement is incorrect in any material  respect on the
                  date as of which such  representation  or warranty was made or
                  purported to be made; or

         (l)      trading  in the  shares  of common  stock of  the  Borrower is
                  suspended by a regulatory authority.

8.2  Remedies on Default

After any Event of Default has occurred and  continues  for two Banking Days and
at any time thereafter,  provided that the Borrower has not theretofore remedied
all  outstanding  Events of Default,  the Lender may, in its  discretion  and by
notice in writing to the Borrower,  declare this Agreement to be in default.  At
any time thereafter  while the Borrower has not remedied all outstanding  Events
of Default, the Lender may, at its discretion and subject to compliance with any
mandatory requirements of applicable law then in effect, exercise one or more of
the following remedies:

<PAGE>

         (a)      declare the then  outstanding  balance of the Loan,  Interest,
                  costs,  and all money owing by the Borrower to be  immediately
                  due and payable and such funds and liabilities  will forthwith
                  become due and payable without presentment,  demand,  protest,
                  or other notice of any kind to the Borrower,  all of which are
                  hereby expressly waived; and/or

         (b)      take whole  possession of the Shares for its sole benefit.  In
                  such  circumstance,  the  Lender  shall  be  deemed  to be the
                  registered and beneficial owner of a 100% right,  interest and
                  title  to  the  Shares   free  of  all   charges,   liens  and
                  encumbrances,  other  than any  resale  or other  restrictions
                  imposed by law.

8.3  Other Securities

The rights and powers  conferred  by section  8.2 are in  addition to and not in
substitution  for any other  security  which the Lender now or from time to time
may hold or take from the Borrower in relation to this Agreement.

8.4  Remedies Non-Exclusive

No remedy set out in this  Agreement  is  intended to be  exclusive  of each and
every remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise.  The exercise or commencement of exercise by the Lender
of any one or more of such remedies will not preclude the  simultaneous or later
exercise by the Lender of any or all other such remedies.

8.5      Set-Off or Counterclaim

The obligation of the Borrower to make all payments under this Agreement will be
absolute  and  unconditional  and  will  not be  affected  by any  circumstance,
including,   without  limitation,  any  set-off,   compensation,   counterclaim,
recoupment,  defence,  or other right which the  Borrower  may have  against the
Lender, or anyone else for any reason whatsoever and any insolvency, bankruptcy,
reorganization, or similar proceedings by or against the Borrower.

                                Article 9-General

9.1  Entire Agreement

This  Agreement  embodies the entire  agreement  and  understanding  between the
parties  with  respect  to the Loan and  supersedes  all  prior  agreements  and
undertakings, whether oral or written, relative to the subject matter hereof.

9.2  Amendments

This Agreement shall not be amended, waived,  discharged,  or terminated orally,
but  only  by an  instrument  in  writing  signed  by  the  party  against  whom
enforcement of the amendment, waiver, discharge, or termination is sought.

9.3  Waiver

Every  condition and covenant,  and each and every  representation  and warranty
contained in this Agreement has been inserted for the sole benefit of the Lender
and  any  breach  of  any  such  conditions,  covenants,   representations,  and
warranties may, at the Lender's discretion, be waived or partially waived by the
Lender.  No failure or delay on the part of the  Lender to  exercise  any right,
power,  or remedy given herein or by statute or at law or in equity or otherwise
will operate as a waiver thereof, nor will any single or partial exercise of any
right  preclude any other  exercise  thereof or the exercise of any other right,
power, or remedy.

9.4  Forbearance

No  condonation,  forgiveness,  waiver,  or  forbearance  by the  Lender  of any
non-observance  or  non-performance  by the Borrower of any of the provisions of
this  Agreement will operate as a waiver or estoppel by or against the Lender in
respect of any provision, or any subsequent non-observance or non-performance by
the Borrower of any of the provisions of this Agreement.

<PAGE>


9.5  Approvals

The acceptance or approval by the Lender of any matter  required  hereunder will
be of no force and effect unless given in writing,  and given prior to the event
or thing for which it is required.

9.6  Lender's Discretion

The Lender may grant  extensions of time,  take and give up  securities,  accept
compositions,  grant  releases  and  discharges,  and  otherwise  deal  with the
Borrower and other  parties,  sureties,  or securities as the Lender may see fit
without  prejudice to the liability of the  Borrower,  to the Lender and without
prejudice to the Lender's rights under this Agreement.

9.7  No Merger of Judgment

Neither the taking of any  judgment nor the exercise of any power of seizure and
sale will operate to extinguish  the obligation of the Borrower to pay its debts
and  liabilities  under this Agreement or operate as a merger of any covenant in
this Agreement, and the acceptance of any payment or alternate security will not
constitute or create a novation, and the taking of a judgment or judgments under
a covenant  in this  Agreement  contained  will not operate as a merger of those
covenants  or  affect  the  Lender's  rights to  interest  at the rate and times
provided in this Agreement.

9.8  Other Indebtedness

Nothing  contained  in this  Agreement  will  prejudice  or impair any rights or
remedies  the Lender may have with  respect to other  loans which the Lender may
make with the Borrower.

9.9  Notices

Any notice,  direction,  or other  instrument  required or permitted to be given
under this Agreement will be in writing and may be delivered, sent by registered
mail, or transmittal by facsimile machine to the respective addresses set out on
the first page of this Agreement.

9.10 Effect of Notice

Any notice, direction, or instrument given will:

         (a)      if delivered, be deemed to have been given or made at the time
                  of delivery;

         (b)      if mailed by registered mail and properly addressed, be deemed
                  to have been given or made on the fourth Banking Day following
                  the day on which it was so mailed,  provided that should there
                  be at the time of mailing or between  the time of mailing  and
                  the actual receipt of the notice a mail strike,  slowdown,  or
                  other labour  dispute  which might affect the delivery of that
                  notice,  then the notice  will be only  effective  if actually
                  delivered; and

         (c)      if sent by facsimile machine,  be deemed to have been given or
                  made on the Banking Day immediately following the day on which
                  it was transmitted.

9.11 Notice of Change of Address

Any party may give  written  notice of change of address  in the same  manner in
which event notice will thereafter be given at that changed address.

9.12 Further Assurances

As and so often as the Lender may require, the Borrower will execute and deliver
to the Lender, at the expense of the Borrower, such further and other assurances
and  conveyances as may be necessary to properly carry out the intention of this
Agreement.

<PAGE>

9.13 Severability

If any term, covenant,  or condition of this Agreement or application thereof to
any person or  circumstance  is found to any extent to be invalid,  illegal,  or
unenforceable in any respect,  the remainder of this Agreement or application of
such term,  covenant,  or  condition to such person or  circumstance  other than
those as to which it is held  invalid,  illegal,  or  unenforceable  will not be
affected thereby, and each term, covenant,  and condition of this Agreement will
be valid and legal and will be endorsed to the fullest extent permitted by law.

9.14 No Partnership

The parties  specifically  acknowledge  that the Borrower and the Lender are not
partners, that the Borrower has no right or authority to obligate the Lender and
the Lender has no right to obligate  the  Borrower  (except in the manner and to
the extent  provided in this  Agreement),  and that  nothing  contained  in this
Agreement, nor any acts of the parties in fulfilling their respective rights and
obligations under this Agreement will be construed so as to create a partnership
relationship between the Borrower and the Lender.

9.15 Assignment by Lender

The  Borrower  acknowledges  and  agrees  that the  Lender may assign all or any
portion of its interest in the Loan, and its rights,  obligations,  and benefits
under this  Agreement,  without the consent of the  Borrower.  The Borrower will
execute such  assurances and  conveyances  as may be reasonably  required by the
Lender  in  order  to  give  effect  to  such  assignment,  including  executing
additional documents to facilitate  assignment thereof by the Lender. The Lender
will be fully released from its obligations hereunder upon any assignment of all
the Loan and in respect of any  partial  assignment,  will be fully  released in
respect of such assigned part of the Loan.

9.16 Access to Documentation

On execution of this Agreement, the Lender, at its own expense and at reasonable
intervals  and times,  shall upon two  Business  Days' notice have access to the
Borrower's minute book, corporate records, accounting files and to all technical
records  and other  factual  engineering  data and  information  relating to the
Borrower's assets which are in the possession of the Borrower.

9.17 Time of the Essence

Time will be of the essence of this  Agreement  in respect of all payments to be
made under this  Agreement and all covenants and  agreements to be performed and
fulfilled.  Any extension of time under this  Agreement will not be deemed to be
or operate  in law as a waiver on the part of the  Lender  that time is to be of
the essence of this Agreement.

9.18 Jurisdiction

The Borrower  hereby  irrevocably  agrees that any legal  action or  proceedings
against it with respect to this Agreement may be brought in the courts of Nevada
or in such other court as the Lender may elect and, by execution and delivery of
this  Agreement,   the  Borrower  hereby   irrevocably   submits  to  each  such
jurisdiction.

9.19 Governing Law

This  Agreement,  and the rights and obligations of the parties will be governed
by and be construed in accordance  with the laws of Nevada.  The parties  hereby
attorn to the non-exclusive jurisdiction of the Courts of Nevada.

9.20 Counterparts

This Agreement may be signed in counterparts and by facsimile machine,  and when
a counterpart of this  Agreement has been executed by each of the parties,  such
counterparts  will be  treated  as one and the same  Agreement,  as if each such
counterpart had been executed by all of the parties.

<PAGE>

9.21 Enurement

This Agreement will be binding upon and enure to the benefit of the Borrower and
the Lender and each of their respective successors and permitted assigns.

AS EVIDENCE OF THEIR  AGREEMENT the parties have executed this Loan Agreement on
the date appearing on page 1, above.


STERLING CAPITAL INC.                    WHISTLER INVESTMENTS, INC.

per: /s/ Greg Yanke, Authorized Agent    per: /s/ Holly Roseberry
---------------------------              ------------------------------
Authorized Signatory                     Authorized Signatory





                                  Exhibit 10.14



                           Whistler Investments, Inc.
                             5001 East Bonanza Road
                                  Suite 133-145
                             Las Vegas, Nevada 89110
                                  702-296-2754




February 3, 2004


RV Systems
7122 Sophia Ave.
Van Nuys, CA 91406


Dear Sirs,


This letter will  confirm that not  withstanding  any  payments  required  under
licensing agreements to date, that Whistler will pay a minimum of $35,000.00 per
week towards all license  payments  due to date.  It is agreed,  that  providing
Whistler makes these  payments,  it will not be deemed in default of its payment
obligations  to RV  Systems.  If for any reason  Whistler  is in default of this
weekly  payment,  RV  Systems  will  make a demand  for the  amount  past due by
registered  mail at the above address and allow  Whistler seven (7) days to cure
the default.




/s/ Holly Roseberry
-----------------------
Whistler Investments, Inc.
President


/s/ Chaz Haba
------------------------
RV Systems,Inc.
President



<PAGE>


                      Exhibit 21


Subsidiary Name and Trade Name              Jurisdiction of Incorporation
------------------------------              ------------------------------

Global Electric Corp.                       Nevada

R-Electric Car Co.                          Nevada

Solium Power Corp.                          Nevada