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

                                   FORM 10-KSB

[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. [ ]

<PAGE>

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]




                                     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.

<PAGE>

         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,  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.  We  subsequently  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
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.

         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 a  shareholder  in
connection  with the  acquisition of Azra Center and advances by the 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.

<PAGE>

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.  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.

         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 wide  variety  of  sizes,
capacities and voltages as required by the particular product application.

<PAGE>

         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.

         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

<PAGE>

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.

         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.  We
have  also  developed  what we view as a next  generation  ATV with  independent
suspension.  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 a proposed  joint  venture and are now in the  initial  stages of
drafting the formal joint venture agreement.

<PAGE>

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 with
Powerski International,  to create another model of Powerski's flagship product,
the  Powerski  Jetboard(TM),  powered  with a  Lithium-ion  electric  motor.  We
anticipate   testing  this  board  during  the  second  quarter  of  2004.  Upon
completion, our objective is for the board to travel at 30 to 40 MPH, for over 1
hour.

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.

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 the oldest and
one of the largest motion picture vehicle service  companies in the world.  They
have worked on major  Hollywood  productions  such as T3 and Austin Powers.  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 March 1, 2004, we announced that a letter of  understanding  between
Whistler  Investments,  Inc. and the City of Austin had been executed 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  approved  plan  and are
currently  renovating this Solar House.  Construction  completion and testing is
anticipated by Summer 2004.

<PAGE>

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 are in negotiations with a municipal  government agency in Canada.
We have also  initiated 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.


         Discussions have been commenced with United Nations  officials to place
electric  vehicles  in the five  most  polluted  cities in the  world.  If these
discussions are successfully  consummated,  the presence these vehicles in these
cities could lead to relationships with governments on national levels.

         We are in  discussions  with several large chain stores,  one in Europe
and several in the United States about carrying our products in their stores. We
are also evaluating using infomercials in 2004 to promote sales of our products.


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.

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
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.

<PAGE>

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).

<PAGE>

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-
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 and  February  2, 2004,
covering  power systems for  watercraft  and solar houses,  respectively.  These
additional agreements require payments of approximately  $2,000,000. As of April
30,  2004,  we have paid an aggregate of  $1,535,544  in license  payments to RV
Systems,  and are  continuing  weekly  license  fee  payments  of  approximately
$35,000, as per a supplemental agreement with RV Systems.

         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.

<PAGE>

         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.

         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.

<PAGE>

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
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.

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. 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.

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

<PAGE>

         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.  Our  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


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,  while  experienced in business  operations,  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.

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

         We are  currently  in  litigation,  having been 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  Haba,  a
consultant  to the Company,  was one of the  founders of Planet  Electric and is
defendant in this case along with Lithium  House and other  entities.  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.

<PAGE>

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. We also have an office at
7126  Sophia Ave,  Van Nuys CA, for which we pay  monthly  rent of $2,000 and an
office at 595 Hornby St. Suite 603, Vancouver, BC. Canada, for which we also pay
monthly rent of $2,000.

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  lists 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 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; 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.

         The defendants in this action have retained  counsel,  and will move to
dismiss  the  complaint  on the  grounds  that there is no  evidence  to support
plaintiffs' claims.

         After  consultation  with Charles  (Chaz) Haba,  Lithium  House and our
counsel,  we are confident  that this  litigation  does not pose any obstacle to
continuation  of our  activities  in  consortium  with Mr. Haba,  RV Systems and
Lithium House under the October 21, 2003  Distribution  and Licensing  Agreement
and to our commencing to implement and license the technologies  covered by that
License Agreement worldwide.  The lithium battery technologies licensed to us by
RV Systems were developed by Lithium House subsequent to Mr. Haba's  association
with Planet Electric.

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
requested  leave  to  file 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. assets against  Whistler  Investments,
Inc. As the claims brought by Planet  Electric,  Inc. in this State Court action
are nearly  identical to those of the  shareholder  derivative  suit,  it is not
likely that the courts will allow both to proceed to trial.  In any event, we do
not believe there is any merit to the claims against Whistler Investments,  Inc.
and will seek a dismissal at the earliest opportunity.

Whistler Investments, Inc. v. McLane, et al.

         On March 12, 2004,  Whistler  Investments,  Inc.  filed suit in the Los
Angeles County  Superior Court against Rod McLane,  Meridian  Capital Fund, LLC,
Andreas Behrens,  International  Business  Consultants GmbH, Herb Perman,  Steve
Lipman,  Coventry Windsor, Inc., Chicago Investment Group, LLC, and Bill Fritts.
The lawsuit  arises out of  defendants  taking of  1,125,000  shares of Whistler
Investments,  Inc. to hold as security for a loan.  Defendants  never funded the
loan and have refused to return the shares.  The lawsuit  seeks a return of said
shares or a cancellation of such shares or monetary damages or $14,850,000.00 as
well as punitive damages. In addition, the lawsuit seeks $120,000 in damages for
the breach of the loan agreement.


<PAGE>

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 23, 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                       NA
                     Stock issued to the vendor of    Investments Corp.
                     the  Azra Shopping Center.*
-------------------- -------------------------------- --------------------- ------------------- ------------------------------

8/12/03              11,250,000 shares of Common      International                 NA                       NA
                     Stock issued in escrow to in     Business
                     connection with proposed         Consultants GMBH
                     financing transaction*
-------------------- -------------------------------- --------------------- ------------------- ------------------------------

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

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

1/14/03              2,5000 shares of Common Stock*   Consultant                    NA               $2.17 per share/NA
-------------------- -------------------------------- --------------------- ------------------- ------------------------------
</TABLE>

*These shares were issued pursuant to Section 4(2) of the Securities Act and are
restricted shares as defined in the Securities Act.



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>

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  $4,829,599  for the year  ended  January  31,  2004
including $4,394,000 in stock based compensation  relating to our grant of stock
options to employees  during the quarter,  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 $14,195 in depreciation  expense relating to computer
equipment, furniture interest expense of $24,070, and fixtures.

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 $4,829,599 in 2004). This was primarily due to the previously mentioned stock
based  compensation in 2004 recorded at $4,394,000,  compared with none 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.

PLAN OF OPERATION

During the period since inception on April 12, 2000 to January 31, 2004, we have
incurred operating losses aggregating $5,728,483.  At January 31, 2004, we had a
working capital  deficiency of $525,777 and a stockholders'  deficit of $90,933.
The  continuation  of the  Company  as a going  concern  is  dependent  upon the
continued financial support from our shareholders and other related parties, 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  and  consisted  primarily  of accounts  payable and
accrued  liabilities  of $133,017 and a related party  payable of $553,983.  The
related  party  payable  consisted  primarily  of a  payable  due  to  SSRI,  in
connection  with our  previous  acquisition  of the  Azra  shopping  center  and
advances  to  the  Company  by  the  related  party.   We  anticipate  that  our
administrative costs and expenses to acquire the licenses from RV Systems,  Inc.
over the next  12-month  period  will be in excess of  $2,000,000,  if we secure
rights to all licensed products.  We do not have sufficient cash on hand to meet
these anticipated obligations.

<PAGE>

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,  which
payments have been made. 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 and
February 2, 2004,  covering  power  systems  for  watercraft  and solar  houses,
respectively.  These  additional  agreements  require  payments of approximately
$2,000,000.  As of April 30, 2004,  we have paid an aggregate of  $1,535,544  in
license payments to RV Systems,  and are continuing  weekly license fee payments
of  approximately  $35,000,  as per a  supplemental  letter  agreement  with  RV
Systems. 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.

<PAGE>

Commercial Initiatives

China

         Upon invitation from Geely Corporation, we and Mr. Chaz Haba of Lithium
House  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 a proposed  joint venture
and  are  now in the  initial  stages  of  drafting  the  formal  joint  venture
agreement.

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 with
Powerski International,  to create another model of Powerski's flagship product,
the  Powerski  Jetboard(TM),  powered  with a  Lithium-ion  electric  motor.  We
anticipate   testing  this  board  during  the  second  quarter  of  2004.  Upon
completion, our objective is for the board to travel at 30 to 40 MPH, for over 1
hour.

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.

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 the oldest and
one of the largest motion picture vehicle service  companies in the world.  They
have worked on major  Hollywood  productions  such as T3 and Austin Powers.  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.

<PAGE>

Austin Energy

         On March 1, 2004, we announced that a letter of  understanding  between
Whistler  Investments,  Inc. and the City of Austin had been executed 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  approved  plan  and are
currently  renovating this Solar House.  Construction  completion and testing is
anticipated by Summer 2004.

         We  believe  that  the keys to our  success  in the  future  will be to
aggressively  pursue the most  opportunistic  market(s) and to  concentrate  our
resources  on the  market(s)  that have the most  return for the time and effort
expended.  We are in negotiations with a municipal  government agency in Canada.
We have also  initiated 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.

         We are in  discussions  with several large chain stores,  one in Europe
and several in the United States about carrying our products in their stores. We
are also evaluating using infomercials in 2004 to promote sales of our products.


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.

<PAGE>

         On January 20, 2004, we announced  agreement  for a $10 million  equity
line with  Boston-based  Dutchess Private Equities Fund, LP. 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 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 equity financing, if required.

         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  administrative  costs  and  expenses  to
acquire  the  licenses  from RV  Systems,  Inc.  over the next  12-month  period
will be in  excess  of $2,000,000, if we secure rights to all licensed products.

         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.

<PAGE>

                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                January 31, 2004




<PAGE>


                           Whistler Investments, Inc.
                          (A Development Stage Company)

                              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.


/s/ Mason Russell West, LLC
Littleton, Colorado
April 15, 2004

                                       F-1

<PAGE>

                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS
                            (Expressed in US Dollars)
<TABLE>
</CAPTION>
                                                                                             January 31,        January 31,
                                                                                                    2004               2003
----------------------------------------------------------------------------------------------------------------------------

<S>                                                                                     <C>                  <C>
ASSETS

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

TOTAL CURRENT ASSETS                                                                           169,428                 104

PROPERTY AND EQUIPMENT (Note 3)                                                                  3,219               5,639
INTANGIBLE ASSETS
     Licensing fees (Notes 4 and 7)                                                            431,625                   -
----------------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                            $      604,272      $        5,743
============================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT
     Accounts payable and accrued liabilities                                           $      133,017      $       30,467
     Due to related parties (Note 5)                                                           553,983             378,860
     Advances payable (Note 8)                                                                   8,205                   -
----------------------------------------------------------------------------------------------------------------------------

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

Contingencies and Commitments (Notes 1 and 7)

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 6(a))                                                            (50,000)                  -
DEFERRED COMPENSATION (Note 6(b))                                                             (266,000)                  -
DEFICIT                                                                                     (5,728,483)           (898,884)
----------------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' DEFICIT                                                                    (90,933)           (403,584)
----------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                             $      604,272      $        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>
                                                                                                           Accumulated from
                                                                                                             April 12, 2000
                                                                        Year Ended        Year Ended    (Date of Inception)
                                                                       January 31,       January 31,         to January 31,
                                                                              2004              2003                   2004
---------------------------------------------------------------------------------------------------------------------------

<S>                                                                 <C>               <C>                 <C>
EXPENSES
     Depreciation and amortization                               $          14,195  $          1,864  $              18,586
     Management and consulting fees (Note 5(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
----------------------------------------------------------------------------------------------------------------------------
                                                                         4,808,913            68,574              4,952,167

INTEREST EXPENSE                                                            24,070                 -                 24,070

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

NET LOSS BEFORE DISCONTINUED OPERATIONS                                (4,829,599)          (68,469)            (4,971,459)

LOSS FROM DISCONTINUED OPERATIONS (Note 9)                                       -         (757,024)              (757,024)
----------------------------------------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                                          $     (4,829,599)  $      (825,493)  $         (5,728,483)
============================================================================================================================

Net Loss Before Discontinued Operations                          $          (0.29)  $         (0.01)
Loss from Discontinued Operations                                $               -  $         (0.06)
Net Loss Per Share - Basic and Diluted                           $          (0.29)  $         (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
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>               <C>                    <C>
OPERATING ACTIVITIES
Net loss for the period                                               $   (4,829,599) $    (825,493)           $ (5,728,483)

Adjustments to reconcile net loss to cash
     Depreciation and amortization                                            14,195          1,864                   18,586
     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                                       (126,776)       (11,234)               (200,792)
-----------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
     Purchase of licensing rights                                           (443,400)             -                (443,400)
     Purchase of mineral properties                                                -              -                  (5,150)
     Purchase of property and equipment                                            -              -                 (10,030)
-----------------------------------------------------------------------------------------------------------------------------
Net Cash Used In Investing Activities                                       (443,400)             -                (458,580)
-----------------------------------------------------------------------------------------------------------------------------
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 9)                              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

Non-employee 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                          -         -          -            -             -    (4,829,599)  (4,829,599)
----------------------------------------------------------------------------------------------------------------------------

Balance, as at January 31, 2004       20,416,667   $20,417 $5,933,133   $ (50,000)  $   (266,000)  $(5,728,483)$    (90,933)
============================================================================================================================
</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 $5,728,483.  At January 31, 2004, the Company has a
working capital  deficiency of $525,777 and a stockholders'  deficit of $90,933.
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)   Intangible Assets
     Intangible  assets  consist  of a  Product  Licensing  Agreement,  which is
     amortized on a straight-line  basis over five years.  The carrying value of
     the  License is  evaluated  annually to  determine  if there were events or
     circumstances,  which would  indicate a possible  inability  to recover the
     carrying amount.  Where an impairment loss has been determined the carrying
     amount is written-down to fair market value.

                                       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 intangible  assets and other
     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 employee 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)

     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                                                            (4,829,599)         (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                                                              (4,875,559)         (825,493)
     Net loss per share (basic and diluted) -- as reported                                   (0.29)            (0.07)
     Net loss per share (basic and diluted) -- pro forma                                     (0.29)            (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,  has not included a
     schedule of comprehensive loss in the financial statements.

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


NOTE 4 - INTANGIBLE ASSET
                                                                                          January 31,     January 31,
                                                                                             2004            2003
                                                                        Accumulated        Net Book        Net Book
                                                         Cost           Amortization         Value           Value
                                                   ---------------------------------------------------------------------

License fees (See Note 7)                                  $443,400           $ 11,775        $431,625         $153,075
                                                   =====================================================================
</TABLE>

NOTE 5 - 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 6 - 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.

                                       F-9

<PAGE>

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


NOTE 6 - STOCKHOLDERS' EQUITY (continued)

a)   Common Shares (continued)
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.
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

     In connection  with the grant of certain stock options to employees  during
     the year ended  January 31,  2004,  the  Company  recorded  deferred  stock
     compensation of $4,660,000,  representing  the difference  between the fair
     value of common stock for accounting purposes and the option exercise price
     of the  respective  stock  options  at the  date  of  grant.  The  deferred
     compensation  is  presented  as a  reduction  of  stockholders'  equity and
     amortized  over the  vesting  period of stock  options  on a  straight-line
     basis.  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.

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  2,000,000  common  shares
     pursuant to the Plan as compensation for services  rendered to the Company.
     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>

                                       F-10

<PAGE>


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


NOTE 6 - STOCKHOLDERS' EQUITY (continued)

c)   2003 Stock Option Plan (continued)

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

     The fair value for options granted 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 7 - 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 was required to make license  payments to Lithium  House as specified in
the  Agreement.  The Company made  required  payments  totalling  $150,000 as of
October  31,  2003  and was  required  to pay for  specified  licensed  products
$250,000 no later than December 31, 2003, with a weekly minimum of $15,000. Also
pursuant to the  Agreement  the Company was required to pay 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 neighbourhood  electric  vehicles.  As reimbursement to the Company,
the Licensor was  required to pay proceeds  from any sales of product  inventory
manufactured with the financing provided by the Product Development Payments.

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 7 - COMMITMENTS (continued)

Annual obligations under the Agreement are as follows:

Year Ended January 31,

2005                                                  1,820,000
2006                                                  1,820,000
2007                                                  1,820,000
2008                                                  1,820,000
2009                                                  1,820,000
                                                      ---------

                                                      9,100,000
                                                      =========


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.

The Company believes the claim is without merit and will vigorously  defend  the
action.     The  Company  believes  that  this  litigation will  not  impede the
continuation of our activities with  Mr. Haba,   RV  Systems, Inc.  and  Lithium
House, Inc. under the October 21, 2003 Distribution and Licensing Agreement  and
to our commencing  to  implement  and  license  the technologies covered by that
Agreement worldwide.

Global  Electric  Motorcars  ("GEM") has indicated an intent to file a complaint
against the Company for trademark  violation,  unfair  competition  and possibly
patent  infringement   relating  to  the  content  and  web  domain  address  of
globalelectric.com  owned and  operated by Whistler  Investments,  Inc.  Such an
action would seek injunctive relief requesting the  discontinuance of the use of
the name Global  Electric and for damages.  GEM has also  objected to the use of
"globalelectric.com"  as a domain  address.  The Company  believes  the claim is
without merit and will vigorously defend any complaint or action brought against
the Company.


NOTE 8 - ADVANCES PAYABLE

An unrelated company advanced funds 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 9 - 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 10 - 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 $535,000 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 10 - 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                          404,000               65,618

Statutory Tax Rate                            34%                  34%

Effective Tax Rate                             -                    -

Deferred Tax Asset                          137,360               22,310

Valuation Allowance                        (137,360)             (22,310)
------------------------------------- - ----------------- -- -----------------

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



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-14

<PAGE>


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

Not Applicable.

ITEM 8A. Controls and Procedures

         Within the 90 days prior to the filing  date of 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-14 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  significant
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.

<PAGE>

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
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

<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

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.


<PAGE>


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.

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,  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 Salim S. Rana Investments,
      Corp.

         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  100%  of  the  issued  and  outstanding
capital of Whistler Commercial Holding, Inc. to an unrelated party for $100.  As
part of the agreement, we agreed to assume debt in the amount  of $377,960  that
Whistler Commercial Holding, Inc. owed to Salim S.  Rana Investments Corp.,  our
majority stockholder. We incurred a loss of $757,024 during the fiscal year from
these discontinued operations.

        During our fiscal year ended January 31, 2004, Salim S. Rana Investments
Corp. 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.

<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:  See Exhibit Index.



Exhibits
--------
<TABLE>
<CAPTION>
-------------------- -----------------------------------------------------------------------------------------------------
    Exhibit No.                                                  Description

-------------------- -----------------------------------------------------------------------------------------------------
<S>                  <C>
        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 Amendment No. 1
                     to the Company's 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 herein by reference to
                     Exhibit No. 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  herein by reference to Exhibit No. 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 No. 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 No. 10.6 to the Company's  Current Report
                     on Form 8-K, filed January 23, 2004.)

       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.
</TABLE>


(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.

<PAGE>

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-$5,849       2004-$16,450

(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: April 29, 2004


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: April 29, 2004

By:    /s/ Mehboob Charania
       --------------------
       Mehboob Charania
       Secretary, Treasurer & C.F.O.
       (Principal Financial Officer)
       Director
       Date: April 29, 2004



EXHIBIT INDEX


       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.

<PAGE>

                                  Exhibit 31.1

                                  CERTIFICATION

I, Holly Roseberry, certify that:

1.      I have reviewed this annual report on Form 10-KSB of Whistler
      Investments, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officers and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e) for the  registrant
      and have:

         (a) designed such disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

         (b) designed such internal control over financial reporting,  or caused
such  internal  control  over  financial  reporting  to be  designed  under  our
supervision,  to provide  reasonable  assurance  regarding  the  reliability  of
financial  reporting and the  preparation  of financial  statements for external
purposes in accordance with generally accepted accounting principles;

         (c) evaluated the effectiveness of the registrant's disclosure controls
and   procedures  and  presented  in   this  report  our  conclusions  about the
effectiveness  of the disclosure controls  and  procedures, as  of  the  end  of
the period covered by this report based on such evaluation; and

         (d) disclosed in this report any change in the  registrant's  intternal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter (the registrant's  fourth quarter in the case of an annual
report) that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting; and

<PAGE>

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

         (a) all significant  deficiencies and material weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

         (b) any fraud,  whether or not material,  that  involves  management or
other employees who have a significant role in the registrant's internal control
over financial reporting;

April 29, 2004                   By:    /s/ Holly Roseberry
                                        -------------------
                                        Holly Roseberry
                                        President and C.E.O.
                                        (Principal Executive Officer)


<PAGE>

                                  Exhibit 31.2

                                  CERTIFICATION

I, Mehboob Charania, certify that:

1.       I have reviewed this annual report on Form 10-KSB of Whistler
Investments, Inc.;

2.    Based on my knowledge, this report does not contain  any  untrue statement
      of a material fact or omit to state a material fact necessary to  make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officers and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e) for the  registrant
      and have:

         (a) designed such disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

         (b) designed such internal control over financial reporting,  or caused
such  internal  control  over  financial  reporting  to be  designed  under  our
supervision,  to provide  reasonable  assurance  regarding  the  reliability  of
financial  reporting and the  preparation  of financial  statements for external
purposes in accordance with generally accepted accounting principles;

         (c) evaluated the effectiveness of the registrant's disclosure controls
and   procedures  and  presented  in   this  report  our  conclusions  about the
effectiveness  of the disclosure controls  and  procedures, as  of  the  end  of
the period covered by this report based on such evaluation; and

         (d) disclosed in this report any change in the  registrant's  intternal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter (the registrant's  fourth quarter in the case of an annual
report) that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting; and

<PAGE>

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

        (a)  all  significant  deficiencies  and  material  weaknesses  in   the
design or  operation  of internal  control over  financial  reporting  which are
reasonably  likely to  adversely  affect  the  registrant's  ability  to record,
process, summarize and report financial information; and

        (b) any fraud,  whether or not material,  that  involves  management or
other employees who have a significant role in the registrant's internal control
over financial reporting;



Date: April 29, 2004                         /s/Mehboob Charania
                                             ------------------------------
                                            Mehboob Charania
                                            Secretary, Treasurer and C.F.O.
                                            (Principal Financial Officer)
<PAGE>

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION
                     906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Annual  Report  of  Whistler  Investments,  Inc.  (the
"Company")  on Form 10-KSB for the year ended January 31, 2004 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Holly
Roseberry,  Chief  Executive  Officer of the  Company,  certify,  pursuant to 18
U.S.C.  section 1350, as adopted  pursuant to section 906 of the  Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:

        (1) The Report fully complies with the  requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

        (2) The  information  contained in the Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.

                             /s/ Holly Roseberry
                             ---------------------
                             Holly Roseberry
                             Chief Executive Officer
April 29, 2004


EXHIBIT 32.2


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION
                     906 OF THE SARBANES-OXLEY ACT OF 2002



In  connection  with the  Annual  Report  of  Whistler  Investments,  Inc.  (the
"Company")  on Form 10-KSB for the year ended January 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Mehboob
Charania, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
section 1350, as adopted  pursuant to section 906 of the  Sarbanes-Oxley  Act of
2002, that to the best of my knowledge:

        (1) The Report fully complies with the  requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

        (2) The  information  contained in the Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.

                                               /s/Mehboob Charania
                                               ---------------------
                                               Mehboob Charania
                                               Chief Financial Officer
 April 29, 2004