U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               AMENDMENT NO. 1 TO
                                  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, 2003
                                ----------------
[  ] 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.)


4440 East Washington Avenue, Suite 107
Las Vegas, Nevada                             89110
-----------------------------------------     ---------------------------------
(Address of principal executive offices)      (Zip Code)

(702) 212-9900
-----------------------------------------
Issuer's telephone number

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

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

Check whether the issuer (1) filed all reports required to be filed  by  Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such   shorter
period that the registrant was required to file such reports), and (2) has  been
subject to such filing requirements for the past 90 days.

Yes  [X]   No  [__]

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

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

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

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$835,000 based on the market value of our shares of common  stock  of  $0.167 on
March 31, 2003

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.  48,450,000 shares of common stock as
at May 1, 2003.

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

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PART I

ITEM 1. DESCRIPTION OF BUSINESS.

In General

We are engaged in the exploration of mineral  properties.  We  currently  own  a
100% interest, subject to a 2% net smelter returns royalty, in 20 mineral claims
units located near Port Alice, British Columbia.

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

Proposed Acquisition of Crown Medical Systems, Inc.

Subsequent to our fiscal year end, on April 14, 2003, we entered into  a  letter
of intent to acquire a 100% equity  interest  in  Crown  Medical  Systems,  Inc.
("CMS"), a private Texas company.  CMS owns a private label Pen  Tablet  PC  and
related agreements and licenses for software and interface applications for  use
by physician offices, medical clinics and small hospitals.

The agreement is subject to:

1.    us arranging the cancellation of 40,000,000 restricted shares of common
      stock in our capital currently held by Salim S. Rana;

2.    a forward split of our share capital on a four new shares for one old
      share basis following the restricted share cancellation; and

3.    mutual due diligence.

In consideration for the issued and  outstanding  shares  of  CMS,  we  will  be
obligated to issue 24,953,333 post-split restricted shares of common  stock  and
10,000,000 non-voting shares of preferred stock in our capital to the

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shareholders of CMS.  Each preferred share shall be convertible into  one  share
of common stock upon CMS attaining sales revenues of $10,000,000 over a 12-month
period.  We are also required to advance $100,000 to CMS at closing, as well  as
an additional $400,000 within   90   days   of   closing.    At   closing,   the
representatives of CMS  shall  be  authorized  to  appoint  a  majority  of  our
directors, including the president.

We can provide no assurance that our agreement  with  CMS  will  complete.   The
parties are currently  preparing  a  formal  purchase  and  sale  agreement  for
execution.  There is no guarantee that a formal agreement will  be  executed  or
completed.

Queen Mineral Property

Through a mineral property staking and sales agreement dated September 19, 2000,
we retained Mr. Edward McCrossan  to  stake  20  mineral  claims  units  located
approximately 20 kilometres west-northwest of Port Alice  on  Vancouver  Island,
Nanaimo Mining Division, British Columbia in an area  having  the  potential  to
contain economic copper-gold and/or gold-silver mineralization. We refer to this
mineral property as the Queen property. The Canadian government owns fee  simple
title to  the  lands  comprising  the  Queen  property.  Mr.  McCrossan  is  the
registered owner of the  mineral  rights  respecting  the  Queen  property.  Mr.
McCrossan concurrently agreed to sell to us a 100% interest in the staked claims
except for a 2% net smelter returns royalty for the sum of $2,550  payable  upon
execution of the agreement and a further $2,600 payable by October 10, 2000.  We
made these two payments by the required  deadlines.   Mr.  McCrossan  holds  the
Queen property in trust for us as provided by  paragraph  4.2  of  the  property
staking and sales agreement dated September 19, 2000.

If commercial production commences on the Queen property, Mr. McCrossan shall be
entitled to receive 2% of net smelter returns.   Net  smelter  returns  are  the
amount  that  a  smelter  pays after  freight  charges,  treatment  charges  and
government royalties are deducted.  We are not under any obligation to place the
claims into commercial production.

If we acquire an interest in any other mineral claims within two  miles  of  the
Queen property prior to September 20, 2002, Mr. McCrossan shall be entitled to a
2% net smelter returns royalty on these claims as well.

We are an exploration stage mining company.  To date, we have not  discovered  a
commercially viable mineral deposit on the Queen property, and we cannot  assure
investors that one exists on the property.  Further exploration will be required
before a final evaluation as to   the   economic   and   legal   feasibility  is
determined.

When Mr. McCrossan staked the Queen property in September 2000, he  gathered  50
rock samples from the claims  surface   and   sent   them   to  Acme  Analytical
Laboratories Ltd. to be analysed for metal  content.   Results   indicated   the
presence of low-level anomalies in copper, molybdenum, zinc, silver and arsenic.
While these results do not indicate the presence economic levels  of  metals  on
the property surface, they do suggest that  surface  rocks  contain  significant
levels of copper and zinc.  As leaching caused by precipitation often  tends  to
carry metals such as copper to greater soil depths, greater  amounts  of  metals
may be encountered below surface.

In his assessment report, Mr. McCrossan indicates that his  proposed  phase  one
exploration is still recommended.  The assessment  report  was  filed  with  the
British Columbia mineral titles office.

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The cost of Mr. McCrossan's assessment work was approximately as follows:

              Geologist at $260 per day:          $1,300
              Vehicle rental                        $228
              Hotel, food, gas, miscellaneous:      $338
              Assays                                $670
              Drafting, typing, photocopies         $179

              Total:                              $2,715

Mr. McCrossan has invoiced us $1,364.37 for this assessment work.

Geological Report

The geological report concluded that Northern Vancouver Island has the potential
to host precious metal or polymetallic mineral  occurrences  and  deposits.  The
geological report has thus recommended further work be done on the  property  in
an initial phase program of   grid  emplacement   accompanied   by   geological,
geochemical and geophysical surveys.  Grid  emplacement  involves   dividing   a
portion of the property being explored  into  small  sections.   Our  consulting
geologist will then records results based on the section from which a sample  is
taken.

The geochemical portion of the initial phase   program   will   consist  of  our
consulting geologist and his assistant gathering chip samples and  grab  samples
from property areas with the most potential to host   economically   significant
mineralization based on past exploration results.  Grab samples are soil samples
or pieces of rock that appear to contain  precious  metals  such  as  gold   and
silver, or industrial metals such as copper and nickel.   All  samples  gathered
will be sent to a laboratory where they are crushed  and   analysed  for   metal
content.

Our consulting geologist will then oversee the conduct magnetometer,   VLF   and
induced polarization geophysical surveys  over   the   same   grid   area.   The
magnetometer method involves measuring the  strength  of  the  earth's  magnetic
field.  Variations in the magnetic readings on the  property  may  indicate  the
increased likelihood of precious or base minerals in the area.

VLF, or very low frequency, surveys use radio waves to determine  whether  rocks
on a mineral property conduct electricity.  Almost all of the precious and  base
metals that we seek are above average conductors of electricity and will  affect
VLF readings.

Induced polarization surveys measure various electrical responses to the passage
of alternating currents of different frequencies.   Readings  can  indicate  the
presence of certain types of mineral deposits.

All information obtained from the initial phase work program is plotted on a map
to determine possible mineralised areas.  Based on positive results,  we  intend
to conduct a phase two exploration program on the Queen property  consisting  of
trenching.   Trenching involves removing surface  soil   using   a   backhoe  or
bulldozer.  Samples are then taken from the bedrock below   and   analysed   for
mineral content.

If sample results from the trenching program are encouraging, then we intend  to
conduct a drilling program on the Queen property.  Drilling involves  extracting
a long cylinder of rock from the ground to determine  amounts   of   metals   at
different depths.  Pieces of the rock obtained, known   as   drill   core,   are
analysed for mineral content.

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According to the report, this phase of work should be followed by an exploration
phase of detailed geological surveys and trenching and then a  third  phrase  of
diamond drilling, if warranted.

The recommended budget for the first phase of the work program is as follows:

Project administration and logistics:                  $3,300.00
Aerial photograph acquisition and interpretation:      $1,500.00
Geologist ($270/day):                                  $3,375.00
Geophysicist ($270/day):                               $3,375.00
Assistants ($70/day):                                 $10,500.00
Sample processing:                                     $5,500.00
Vehicle rental and fuel:                               $2,000.00
Field equipment and rental:                            $1,000.00
Travel, accommodations:                                $2,000.00
Data compilation and reports:                          $6,700.00
Drafting, typing, photocopies:                         $1,500.00
Miscellaneous:                                           $350.00

Total Phase I Costs:                                  $41,100.00

We have completed approximately $2,000 of this work program to date.

Our decision whether or not to proceed with this  exploration  program  will  be
based on our ability to complete our acquisition   of   all   the   issued   and
outstanding shares of common stock in the capital of Crown Medical Systems, Inc.
If we complete our acquisition of Crown Medical Systems, Inc., we will  consider
abandoning our interest in the  Queen  Mineral  Property.   In  any  event,  our
ability to complete the phase I work program is contingent  on  our  ability  to
raise additional funds through the sale of our stock.

Compliance with Government Regulation

We will be required to comply with all regulations, rules  and   directives   of
governmental authorities and agencies applicable to the exploration of  minerals
in Canada generally, and in the  Province  of  British  Columbia,  specifically.
Under these laws, before production, we have the right to explore the  property,
dependent only to a notice of work that may entail posting a bond.

We have budgeted for regulatory compliance costs in the  proposed  work  program
recommended by the geological report.  We will also have to sustain the cost  of
reclamation and environmental mediation for  all  exploration  (and development)
work undertaken.  The amount of these costs is not known at this time as  we  do
not know the extent of the exploration program that will  be  undertaken  beyond
completion of the recommended  work  program.  Because  there  is  presently  no
information on the size, tenor, or quality of any resource or  reserve  at  this
time, it is impossible to assess the  impact  of  any  capital  expenditures  on
earnings, our competitive position or us in the  event  a  potentially  economic
deposit is discovered.

In conducting exploration on the Queen property, we will   be   subject  to  the
British Columbia Mineral Exploration Code and the Health, Safety and Reclamation
Code.  Prior to undertaking mineral  exploration   activities,  we   must   make
application under the British Columbia Mines Act for  a  permit.   A  permit  is
issued within 45 days of a complete and  satisfactory  application.  We  do  not
anticipate any difficulties in obtaining a permit.

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<PAGE>

During the exploration phase, a bond will need to be provided covering  possible
land disturbance.  In the case of normal fieldwork, this should be minimal.  The
costs of compliance with environmental regulations in the production  phase  are
variable and cannot be determined at this time. We must commence reclamation  of
the Queen property within one year of cessation of exploration activities on the
property.  We will be required to burn, bury or remove all refuse.  We must also
remove all exploration camp materials and equipment, and divert surface drainage
around areas that have been reclaimed. Mr.  Edward   McCrossan   estimates  that
government required reclamation measures will  cost  us  approximately  $25,000,
assuming we complete all three phases of exploration,  including  drilling.   No
reclamation will be necessary if we only complete the first recommended phase of
exploration.

Employees

As of the date of this report, we do not have any employees   other   than   our
officers.  We intend to retain independent  geologists  and   consultants  on  a
contract basis to conduct exploration work programs on the Queen property.

Research and Development Expenditures

We have not incurred any research or development expenditures since our
incorporation.

Subsidiaries

We have no subsidiaries.

Patents and Trademarks

We do not own, 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:

BECAUSE SALIM RANA OWNS APPROXIMATELY 82.6% OF OUR OUTSTANDING COMMON  STOCK, HE
WILL CONTROL AND  MAKE  CORPORATE  DECISIONS  THAT  MAY  BE  DISADVANTAGEOUS  TO
MINORITY SHAREHOLDERS

Although Mr. Salim Rana is neither an officer nor director of  our  corporation,
he owns approximately 82.6% of the  outstanding  shares  of  our  common  stock.
Accordingly, he will have a significant influence in determining the outcome  of
all corporate transactions, including mergers, consolidations and  the  sale  of
all or substantially all of our assets, and also the power to prevent or cause a
change in control.  In addition to being our majority shareholder, Mr.  Rana  is
also our largest creditor.  For these reasons, the interests  of  Mr.  Rana  may
differ from the interests of the other stockholders and thus result in corporate
decisions that are disadvantageous to other shareholders.

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

Our current operating funds are less than necessary to complete the  development
and exploration of our mineral claim or to fund the acquisition  of  any   other
business assets, and therefore we will need to obtain  additional  financing  in
order to complete our business plan.  As of January 31, 2003, we had cash in the
amount of $104.  Our business plan calls  for   expenditures   of   $41,100   in

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connection with the initial development of our mineral  claim  and  $500,000  in
connection with our potential acquisition of a 100% interest  in  Crown  Medical
Systems Inc.

We do not currently have any arrangements for financing and we  can  provide  no
assurance to investors that we will be able to find such financing if  required.
Obtaining additional financing would be subject  to   a   number   of   factors,
including market prices for any minerals found,  investor   acceptance  of   our
property, and investor sentiment.  These factors may make  the  timing,  amount,
terms or conditions of additional financing unavailable to us.

We believe the only realistic source of future funds presently available  to  us
is through the sale of equity capital.  Any sale of share capital will result in
dilution to existing shareholders.  The only other alternative for the financing
of further exploration would be the offering by us of   an   interest   in   our
properties to be earned by another party or   parties   carrying   out   further
exploration or development thereof, which is not presently contemplated.

Because we have only recently commenced business operations, we face a high risk
of business failure

Since our incorporation in  April  2000,  we   have   been   involved   in   the
investigation and acquisition of various business  opportunities  including  the
exploration of the Queen Mineral Property in British Columbia, the Azra Shopping
Center in Las Vegas, 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  generate  of
meaningful revenue.

Our only current business is the exploration of the Queen  Mineral  Property  in
British Columbia. We have only begun a small portion of the initial  stages   of
exploration of our mineral claim, and thus  have  no   way   to   evaluate   the
likelihood that we will be able to operate this business successfully.

We have not earned any revenues as of the  date  of  this  prospectus. Potential
investors should be aware of the difficulties  normally   encountered   by   new
mineral exploration 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
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems   relating   to
exploration and development, 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 we  can  provide  no
assurance to investors that we will 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

Prior to completion of our exploration stage, we anticipate that we  will  incur
increased operating expenses without realizing  any   revenues.   We   therefore
expect to incur significant losses into  the  foreseeable  future.   If  we  are
unable to generate significant revenues from the exploration and development  of
our mineral claims, we will not be able to  achieve  profitability  or  continue
operations.

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Because management has only limited  experience  in   mineral  exploration,  the
business has a higher risk of failure

Our management, while experienced in business  operations,  has   only   limited
experience in mineral exploration.  As a result of this inexperience, there is a
higher risk of our being unable to complete our business plan in the exploration
and development of our mineral property.

Because of the speculative nature of exploration of mining properties, there  is
substantial risk that no commercially exploitable minerals will be found and our
business will fail

The search for valuable minerals as a business is  extremely   risky.   We   can
provide investors with no assurance that our mineral claim contains commercially
exploitable reserves.  Exploration for minerals   is   a   speculative   venture
necessarily involving substantial risk.  The expenditures to be made  by  us  in
the exploration of our mineral property may not result in   the   discovery   of
commercial quantities of ore.  Problems such as unusual or unexpected formations
and other conditions are involved in mineral exploration and   development   and
often result in unsuccessful exploration efforts. In such a case,  we  would  be
unable to complete our business plan.

Because of the inherent dangers involved in mineral exploration, there is a risk
that we may incur liability or damages as we conduct our business

The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liability for such hazards, including pollution, cave-ins  and
other hazards against which we cannot insure or against which we may elect   not
to insure.  The payment of such liabilities may have a material  adverse  effect
on our financial position.

If we discover commercial reserves of precious metals on  our  mineral property,
we can provide no assurance that we  will be  able  to  successfully  place  the
mineral claims into commercial production

Our mineral property does not contain  any   known   bodies   of   ore.   If our
exploration programs are successful in establishing ore  of  commercial  tonnage
and grade, we will require additional funds in order to place the mineral claims
into commercial production.  In such an event, we may be unable to do so.

If we do not obtain clear title to our mineral claim, our business may fail

While we have obtained geological reports with respect to  our mineral property,
this should not be construed as a guarantee  of  title.   The  property  may  be
subject to prior unregistered agreements or transfers or native land claims, and
title may be affected by undetected defects.  Our mining property has  not  been
surveyed and therefore, the precise locations and areas of the property  may  be
in doubt.

Because market factors in the mining business are largely out of our control, we
may not be able to market any ore that may be found

The mining industry, in general, is intensively competitive and we  can  provide
no assurance to investors even if commercial quantities of  ore  are  discovered
that a ready market will exist for the sale of any ore found.  Numerous  factors
beyond our control may affect the marketability of  any  substances  discovered.
These factors include market fluctuations, the proximity and capacity of natural

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resource markets and processing  equipment,  government  regulations,  including
regulations relating to prices, taxes, royalties,   land   tenure,   land   use,
importing and exporting of minerals and environmental protection.    The   exact
effect of these factors cannot be accurately predicted, but the  combination  of
these factors may result in our not receiving an  adequate  return  on  invested
capital.

If we become subject to burdensome  government   regulation   or   other   legal
uncertainties, our business will be negatively affected

To date, there are several governmental   regulations   that   have   materially
restricted the use and development of ore. In addition, the legal and regulatory
environment that pertains to the exploration of ore is uncertain and may change.
Uncertainty and new regulations could increase our costs of doing  business  and
prevent us from exploring or developing ore deposits. The growth of  demand  for
ore may also be significantly slowed.  This  could  delay  growth  in  potential
demand for and limit our ability to generate revenues.  In addition to new  laws
and regulations being adopted, existing laws may be applied to mining that  have
not as yet been applied.  These new laws may increase our cost of doing business
with the result that our  financial  condition and   operating  results  may  be
harmed.

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 Risk Factors section and elsewhere in this annual report.

ITEM 2.     DESCRIPTION OF PROPERTY.

Our executive offices are located at 4440 East Washington Avenue, Suite 107, Las
Vegas, Nevada, 89110.  We do not pay rent for the use of these offices.

ITEM 3.     LEGAL PROCEEDINGS.

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.


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, 2003.

                                   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

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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             $0.07
November 1, 2002 to January 31, 2003         $0.14             $0.075

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 28, 2003, we had 12 registered shareholders of our common stock.

Rule 144 Shares

A total of 3,850,000 shares of our common stock are available for resale to  the
public in accordance with the volume and trading limitations of Rule 144 of  the
Act.  An additional 40,000,000 shares of our common stock  are   available   for
resale to the public after April 15, 2003 in accordance with  the   volume   and
trading limitations of Rule 144 of the Act.   In  general,  under  Rule  144  as
currently in effect, a person who has beneficially owned shares of  a  company's
common stock for at least one year is entitled to sell within  any  three  month
period a number of shares that does not exceed the greater of:

1.   1% of the number of shares of the company's common stock then   outstanding
     which, in our case, will equal approximately 484,500 shares as of the  date
     of this prospectus; or

2.   the average weekly trading volume of the company's common stock during  the
     four calendar weeks preceding the filing of a notice on   form   144   with
     respect to the sale.

Sales under Rule 144 are also must comply with manner  of  sale  provisions  and
notice requirements and to the availability of current public information  about
the company.

Under Rule 144(k), a person who is not one of the company's  affiliates  at  any
time during the three months preceding a sale, and who has  beneficially   owned
the shares proposed to be sold for at  least  two  years, is  entitled  to  sell
shares without complying with the manner of  sale,  public  information,  volume
limitation or notice provisions of Rule 144.

As of the date of this prospectus, persons   who   are   our   affiliates   hold
43,850,000 of the shares that may be sold pursuant to Rule 144.

Stock Option Grants

To date, we have not granted any stock options.

Dividends

There are no restrictions in our Articles of Incorporation    or   bylaws   that
restrict us from declaring dividends. The Nevada  Revised   Statutes,   however,

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prohibit us from declaring dividends where, a  fter   giving   effect   to   the
distribution of the dividend:

   (A)  we would not be able to pay our debts as they become due in   the  usual
        course of business; or

   (B)  our total assets would be less than the  sum  of  our total liabilities,
        plus the amount that would   be  needed  to   satisfy  the   rights   of
        shareholders who have preferential rights superior to  those   receiving
        the distribution.

We have neither declared nor paid any cash dividends on our capital stock and do
not anticipate paying cash dividends in  the  foreseeable  future.  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.

Recent Sales of Unregistered Securities

On April 15, 2002, we issued 40,000,000 shares of common stock at a deemed price
of $0.01 per share to Salim S. Rana Investments, Corp., the vendor of  the  Azra
Shopping Center.  These shares were  issued  pursuant  to  Section 4(2)  of  the
Securities Act and are restricted shares as defined in the Securities Act.

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

Plan of Operation

Our plan of operations for the twelve months following the date  of  this annual
report is to complete  the  following   objectives   within   the  time  periods
specified, assuming we obtain the funding necessary:

1.    We intend to proceed with the acquisition of a  100% interest   in   Crown
      Medical Systems, Inc. by completing our due diligence  of   its   affairs,
      raising the $500,000 necessary to meet our fiscal   obligations   pursuant
      to the agreement and reorganizing our  share  capital  in  accordance with
      the requirements of the agreement.

2.    Should we complete our acquisition of  Crown  Medical  Systems, Inc.,  the
      $500,000 that we are obligated to provide  for  to  the  company  will  be
      used for expansion and marketing of its business operations.

3.    We will attempt to raise the funds necessary to complete  the  recommended
      phase one work program on the Queen Mineral Property located on  Vancouver
      Island in British Columbia.  We expect to raise  this  money  through  the
      sale of our securities on a private placement basis.  Our ability to raise
      this money through the sale  of  shares,  estimated  to  be  approximately
      $39,000, will depend on the market conditions at the time,  the  price  of
      copper and the results from the phase one program.  If we  are  unable  to
      raise the necessary funds, we will be  forced  to  find  a  joint  venture
      partner for exploration of the property or to abandon the property.  If we
      locate a joint venture partner, we will likely be  forced  to  provide  it
      with a portion of our interest in the Queen property  in  exchange  for  a
      commitment to fund further exploration. We will likely  proceed  with  the
      phase one program only if we are unable to  complete  our  acquisition  of
      Crown Medical Systems, Inc.

                                        12

<PAGE>

4.    We anticipate spending  approximately  $4,000  in   ongoing   general  and
      administrative expenses per month for the next twelve months.

If we are successful in completing an  equity  financing,  existing shareholders
will experience dilution of their interest in our company.  In the event we  are
not successful in raising additional financing, we anticipate that we  will  not
be able to proceed with our business plan.  In such a case,  we  may  decide  to
discontinue our current business plan and seek other business opportunities.  In
the event no other such  opportunities  are  available,  we  may  be  forced  to
discontinue business.

At January 31, 2003,  we  had cash on  hand  of  $104.   We  do  not  anticipate
generating any significant revenue from operations during the next 12 months.

We will not be able to meet all of the above obligations unless we  are  able to
raise additional financing of at least $587,000.  There is no guarantee that  we
will be able to secure such funding.  We anticipate raising these funds  through
the sale of our securities on a private placement basis.  Due to the nature   of
our business and the high risk involved, we  are   unlikely   to   qualify   for
additional bank or traditional debt financing.  We do not have any  arrangements
in place for any future equity financing.  We cannot assure investors  that   we
will be able to raise sufficient funding from the sale of our  common  stock  to
fund operations.

Results Of Operations for Year Ended January 31, 2003

During the twelve-month period ended January 31, 2003, we earned interest income
of $105. We do not anticipate earning revenues from our mineral  property  until
such time as we have entered into commercial production. We are presently in the
exploration stage of our business and we can provide no assurance that  we  will
discover commercially exploitable levels of mineral resources on our   property,
or if such resources are discovered, that  we   will   enter   into   commercial
production of our mineral properties.

We incurred operating expenses in the amount of $57,424 for   the   fiscal  year
ended January 31, 2003 including general and administrative costs  of   $23,082,
management fees of $11,500, legal, accounting and audit fees  totaling  $20,358,
depreciation expenses relating to our computer equipment and furniture of $1,864
and rent and office costs of $620.  We also incurred  additional  losses  during
the fiscal year of $757,024 relating to the Azra Shopping Center.   This  amount
includes net operating losses of $92,251 and a $664,773 loss on the sale of  the
shopping center.  Accordingly, we realized a net loss for  the  fiscal  year  of
$814,343.

At fiscal year end, we had cash on  hand  of  $104.  As  well,  we held computer
equipment and  furniture  recorded  at $5,639  and our  Queen  Mineral  Property
recorded at $5,150.  Our liabilities at  the  same  date  totaled  $409,327  and
consisted of accounts payable and accrued liabilities of  $30,467  and  $378,860
due to our major shareholder, Salim Rana, in connection with our acquisition  of
the Azra shopping center.

Our net loss in fiscal 2003 increased by $748,725 as  compared  to  fiscal 2002.
This was exclusively due losses associated with the operation and  sale  of  the
Azra shopping center that totaled  $757,024.   Administrative  costs  fell  from
$65,618 in fiscal  2002 to  $57,318  in  fiscal  2003  due  to  a  reduction  in
professional fees.  We incurred $50,740 in legal and audit fees in 2002  (2003 -

                                        13

<PAGE>

$20,358) due to costs associated with the filing of our  registration  statement
and our application for listing on the OTC Bulletin Board.

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.

At January 31, 2003, we had nominal cash  on   hand.   Our   ability   to  raise
additional capital is affected by trends and uncertainties beyond  our  control.
These include the market prices for base and precious metals  and  results  from
our exploration programs.  Our ability to attain our business objectives may  be
significantly impaired if prices for metals fall or if results from  exploration
programs on properties we acquire are unsuccessful.

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.

The information requested by this item is set forth in Item 13 of this Report.


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

Not Applicable.


                                   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:

Executive Officers:

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

Directors:

Name of Director   Age
----------------              -----
Holly Roseberry                 51
Gregory Navone                  55


                                        14
<PAGE>

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 as business office manager of the Las Vegas  location
of Wards Department Store from 1997 to 1999; Ms. Roseberry was not employed from
1999-2001. From 1993 to 1996, she acted as human resources manager of  the  same
location.

Mr. Gregory Navone has been one of our directors since our inception.  In  1968,
Mr. Navone obtained his Bachelor of Arts degree, majoring in history,  from  St.
Mary's College in Walnut Creek, California.  In 1969,  he  studied  real  estate
appraisal at Merit College in Oakland.  Since 1984, Mr. Navone has acted as  the
president and principal of First Capital Financial Company,  a  privately  owned
company located  in  Las  Vegas,  Nevada  that  provides  financial  broker  and
investment services relating  to  mortgages.   Mr.  Navone  is  currently  self-
employed and not affiliated with any real estate companies.  Mr.  Navone  spends
approximately 20% of his time on our  business.   Gregory  Navone  is  our  only
director who is directly involved in the real estate business.

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

Term of Office

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

Significant Employees

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

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:

                                        15

<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                        0             0               0
President, C.E.O., and Director

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

Gregory Navone                         0             0               0
Director
-----------------------------------------------------------------------------
</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, 2003. 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
                                   ---------------------  -----------------------------------------------
                                                  Other           AWARDS            PAYOUTS          All
                                                  Annual  --------------------------------------   Other
                                                  Compen-    Restricted  Options/   LTIP payouts  Compen-
 Name         Title        Year    Salary  Bonus  sation  Stock Awarded  SARs *(#)      ($)        sation
 --------------------------------------------------------------------------------------------------------
<S>          <C>          <C>      <C>     <C>    <C>         <C>           <C>         <C>         <C>

Holly       President      2003     0       0      0           0             0           0           0
Roseberry   CEO and
            Director
---------------------------------------------------------------------------------------------------------
Stacey      Former         2003     0       0      0           0             0           0           0
Fling       President
            CEO, &
            Director
---------------------------------------------------------------------------------------------------------
Mehboob     Secretary      2003     0       0      0           0             0           0           0
Charania    Treasurer
            CFO
---------------------------------------------------------------------------------------------------------
Gregory     Director       2003     0       0      0           0             0           0           0
Navone
---------------------------------------------------------------------------------------------------------
</TABLE>


STOCK OPTION GRANTS

We did not grant any stock options to the executive officers   during   our most
recent fiscal year ended January 31, 2003.  We have also not granted any   stock
options to the executive officers since January 31, 2003.

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

No stock options were exercised by our officers, directors and employees  during
the financial year ended January 31, 2003.  No stock options have been  executed
since January 31, 2003.

OUTSTANDING STOCK OPTIONS

We do not have any stock options outstanding.

                                        16

<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 May 1,  2003  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.

<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                      40,000,000            82.6%
                  4440 East Washington Avenue
                  Suite 107,
                  Las Vegas, Nevada 89110

Common Stock     	Stacey Fling                   3,850,000             7.8%
                  4440 East Washington Avenue
                  Las Vegas, Nevada 89019

Common Stock     	Holly Roseberry                   NIL                NIL
                  President, CEO, Director
                  4440 East Washington Avenue
                  Las Vegas, Nevada 89019

Common Stock      Gregory Navone                          NIL                NIL
                  Director
                  4440 East Washington Avenue
                  Las Vegas, Nevada 89019

Common Stock      Mehboob Charania                        NIL                NIL
                  Secretary, Treasurer, CFO
                  4440 East Washington Avenue
                  Las Vegas, Nevada 89019

Common Stock      All Officers and DirectorsNIL           NIL                NIL
                  as a Group that consists of
                  three people

</TABLE>

(1) As of May 1, 2003, there were 48,450,000 shares of our common stock issued
    and outstanding.

Except as otherwise noted, it is believed by the Company that all  persons  have
full voting and investment power with respect to the shares indicated. Under the
rules of the Securities and Exchange Commission, a person  (or group of persons)
is deemed to be a "beneficial owner" of a security if he  or  she,  directly  or
indirectly, has or shares the power to vote or to  direct  the  voting  of  such
security, or the power to dispose of  or  to  direct  the  disposition  of  such
security. Accordingly, more than one person may be deemed  to  be  a  beneficial
owner of the same security. A person is also deemed to be a beneficial owner  of
any security, which that person has the right to acquire within 60 days, such as
options or warrants to purchase the Common Stock of the Company.

                                        17
<PAGE>

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a change in control  in
the future other than a letter of intent between us and   Crown Medical Systems,
Inc. whereby the current shareholders  of  Crown  Medical  Systems,  Inc.  would
collectively own over 50% of our  issued  and  outstanding  capital  at closing.
Refer to "Item 1.  Description  of  Business -  Proposed  Acquisition  of  Crown
Medical Systems, Inc." above.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as disclosed below, none of the following parties has, since our  date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that  has  or  will  materially
affect us:

  * Any of our directors or officers;
  * Any person proposed as a nominee for election as a director;
  * Any person who beneficially owns, directly or indirectly, shares carrying
    more than 10% of the voting     rights attached to our outstanding shares
    of common stock;
  * Any of our promoters;
  * Any relative or spouse of any of the foregoing persons who has  the  same
    house as such person.

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.

In connection with its disposition of the Azra Shopping  Center   on  January 1,
2003, we agreed to assume debt in the amount of $377,960 owing to Salim S. Rana,
our majority shareholder.

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.

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.

Item 13(a)
----------

Financial Statements
--------------------
Index to Financial Statements:

Our audited Financial Statements, as described below, are attached hereto.

1. Audited Financial Statements
(a) Auditor's Report
(b) Balance Sheets
(c) Statements of Operations
(d) Statements of Cash Flows
(e) Statements of Stockholder's Equity
(f) Notes to Financial Statements

                                        18
<PAGE>

                          WHISTLER INVESTMENTS, INC.
                        (An Exploration Stage Company)

                             FINANCIAL STATEMENTS

                               January 31, 2003




<PAGE>


LANCASTER & DAVID
---------------------
CHARTERED ACCOUNTANTS



                      REPORT OF INDEPENDENT AUDITORS
                      ------------------------------

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

We have audited the accompanying balance sheets of Whistler Investments, Inc. as
at January 31, 2003 and 2002, and the related  statements  of  operations,  cash
flows and stockholders' equity  for  the  years  then  ended.   These  financial
statements  are   the   responsibility   of  the   Company's   management.   Our
responsibility is to express an opinion on these financial statements  based  on
our audits.

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

In our opinion, the financial statements referred to above  present  fairly,  in
all material respects, the financial position of Whistler Investments  Inc.,  as
at January 31, 2003 and 2002, and the related  statements  of  operations,  cash
flows and stockholders' equity for the years  then  ended,  in  conformity  with
generally accepted accounting principles used in the United States.

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


                                                    "Lancaster & David"  signed

                                                          Chartered Accountants


Vancouver, Canada
April 29, 2003

<PAGE>



                          WHISTLER INVESTMENTS, INC.
                        (An Exploration Stage Company)

                               BALANCE SHEETS
                         (Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                            January 31,       January 31,
                                                               2003              2002
========================================================================================
<S>                                                    <C>                <C>

ASSETS

CURRENT
  Cash                                                  $       104        $     11,338
PROPERTY AND EQUIPMENT (Note 3)                               5,639               7,503
MINERAL PROPERTY (Note 4)                                     5,150               5,150
---------------------------------------------------------------------------------------
TOTAL ASSETS                                            $    10,893        $     23,991
=======================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT
  Accounts payable and accrued liabilities              $    30,467        $      8,082
  Due to related parties (Note 5)                           378,860                   -
---------------------------------------------------------------------------------------
TOTAL LIABILITIES                                           409,327               8,082
---------------------------------------------------------------------------------------
Commitments (Note 1)

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 - 70,000,000 shares
  Issued - 48,450,000 shares (Fiscal 2002 - 8,450,000)       48,450               8,450
ADDITIONAL PAID IN CAPITAL                                  440,850              80,850
DEFICIT                                                    (887,734)            (73,391)
---------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                       (398,434)             15,909
---------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $    10,893        $     23,991
=======================================================================================
</TABLE>

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

<PAGE>


                          WHISTLER INVESTMENTS, INC.
                        (An Exploration 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,
                                                   2003           2002                  2003
============================================================================================
<S>                                      <C>               <C>               <C>

EXPENSES
  Depreciation                                    1,864          2,527                 4,391
  Management fees                                11,500          2,500                14,000
  General and administrative                     23,082          1,873                25,133
  Professional fees                              20,358         50,740                74,434
  Rent and office                                   620          9,026                14,146
--------------------------------------------------------------------------------------------
                                                 57,424         66,666               132,104
OTHER INCOME                                        105          1,048                 1,394
--------------------------------------------------------------------------------------------
NET LOSS BEFORE DISCONTINUED OPERATIONS         (57,319)       (65,618)             (130,710)

LOSS FROM DISCONTINUED OPERATIONS (Note 5)     (757,024)             -              (757,024)
--------------------------------------------------------------------------------------------

NET LOSS FOR THE YEAR                     $    (814,343)  $    (65,618)    $        (887,734)
============================================================================================

Net Loss Before Discontinued Operations   $      (0.001)  $     (0.008)
Loss from Discontinued Operations         $      (0.019)  $          -
Net Loss Per Share - Basic                $      (0.020)  $     (0.008)

Weighted average number of common shares
outstanding                                  40,116,667      8,450,000

(Diluted loss per share has not been presented as the result is anti-dilutive)

</TABLE>

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

<PAGE>


                          WHISTLER INVESTMENTS, INC.
                        (An Exploration Stage Company)

                           STATEMENTS OF CASH FLOWS
                           (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,
                                                   2003           2002                  2003
============================================================================================
<S>                                      <C>               <C>               <C>

OPERATING ACTIVITIES
Net loss for period                          $ (814,343)    $  (65,618)      $      (887,734)

Adjustments to reconcile net loss to cash
    Depreciation                                  1,864          2,527                 4,391
    Loss from discontinued operations           757,024              -               757,024

Changes in operating assets and liabilities
    Increase in accounts payable and accrued
    liabilities                                  22,385          7,718                30,467
    (Increase) decrease in prepaid expenses           -          2,533                     -
    Advances from related party                  20,936              -                20,936
    Advance (repayment) from (to) shareholder       900         (4,500)                  900
--------------------------------------------------------------------------------------------

Net Cash Provided by (Used) in Operating
Activities                                      (11,234)       (57,340)              (74,016)
--------------------------------------------------------------------------------------------

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

Net Cash (Used) in Investing Activities               -        (10,030)              (15,180)
--------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Common stock issued for cash                        -              -                89,300
--------------------------------------------------------------------------------------------

Net Cash Provided By Financing Activities             -              -                89,300
--------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CASH                     (11,234)       (67,370)                  104

CASH, BEGINNING OF YEAR                          11,338         78,708                     -
--------------------------------------------------------------------------------------------

CASH, END OF YEAR                            $      104     $   11,338       $           104
============================================================================================

NON-CASH FINANCING AND INVESTING ACTIVITIES

Issuance of Common Stock                        400,000              -
Assumption of Related Party Loan Payable        377,960              -
Forgiveness of Amount Owing to Related Party     20,936              -

</TABLE>

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

<PAGE>

                          WHISTLER INVESTMENTS, INC.
                        (An Exploration Stage Company)

                       STATEMENT OF STOCKHOLDERS' EQUITY
                           (Expressed in US Dollars)

<TABLE>
<CAPTION>
                                       Common Stock      Additional Paid
                                  ---------------------        In         Accumulated
                                   Shares       Amount      Capital         Deficit      Total
================================================================================================
<S>                               <C>         <C>        <C>             <C>          <C>

BALANCE, April 12, 2000
(Date of Inception)                       -    $       -    $        -      $       -  $        -

Issuance of stock for cash        8,450,000        8,450        80,850              -      89,300

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

BALANCE, as at January 31, 2001   8,450,000        8,450        80,850         (7,773)     81,527

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

BALANCE, as at January 31, 2002   8,450,000    $   8,450    $   80,850      $ (73,391) $   15,909

Non-cash issuance of common
stock (Note 5)                   40,000,000       40,000       360,000              -     400,000

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

BALANCE, as at January 31, 2003  48,450,000    $  48,450    $  440,850      $(887,734) $ (398,434)
=================================================================================================
</TABLE>

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

<PAGE>

                          WHISTLER INVESTMENTS, INC.
                        (An Exploration Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                               JANUARY 31, 2003
                          (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 is the exploration and development  of  mineral
resources. 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.

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,  2003,  the  Company  has  incurred
operating losses aggregating $887,734. At January 31, 2003, the  Company  has  a
working capital deficiency of $409,223 and a stockholders' deficit of  $398,434.
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.

Refer to Note 8.

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.
   As at January 31, 2003 and 2002 there were no cash equivalents.

b) 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.

c) Mineral Properties
   The  Company  capitalizes  the  acquisition  cost   of   mineral  properties.
   Exploration costs, such as prospecting and geophysical analysis, are expensed
   as incurred, and pre-production development costs are  generally  capitalized
   on an individual property  basis.  These  costs,  which  do  not  necessarily
   reflect present values, will be amortized over the estimated productive lives
   of the properties following the commencement of commercial  production  using
   the unit of production method. If a property is subsequently abandoned,  sold
   or determined not to be economic, all related costs are written down.  It  is
   reasonably  possible  that  economically  recoverable  reserves  may  not  be
   discovered and accordingly a  material  portion  of  the  carrying  value  of
   mineral properties and related deferred exploration costs  could  be  written
   off. Properties acquired under option agreements whereby payments are made at
   the sole discretion of the Company are recorded in the accounts at such  time
   as the payments are made. Although the Company  has  taken  steps  to  verify
   title to mineral properties in which it has an  interest,  according  to  the
   usual industry standards for the stage  of  exploration  of  such properties,
   these procedures do not guarantee the Company's title. Such properties may be
   subject to prior agreements  or  transfers  and  title  may  be  affected  by
   undetected title defects.

<PAGE>

WHISTLER INVESTMENTS, INC.
(An Exploration Stage Company)                                            Page 2
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2003
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

d) 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.

e) 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 shareholders (numerator) by the  weighted  average  number  of  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.

f) 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.

g) Financial Instruments
   The fair value of cash, accounts payable, accrued liabilities, and due  to  a
   related party was estimated to approximate their carrying values due  to  the
   immediate or short-term maturity of these financial instruments.

h) 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.

i) 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, 2003, the Company has no  items  that
   represent comprehensive loss and, therefore, has not included a  schedule  of
   comprehensive loss in the financial statements.

j) Reclassifications
   Certain amounts in the prior year financial statements have been reclassified
   to conform to the current year presentation.

<PAGE>

WHISTLER INVESTMENTS, INC.
(An Exploration Stage Company)                                            Page 3
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2003
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

k) New Accounting Pronouncements
   In December 2002, the FASB issued SFAS No. 148, "Accounting  for  Stock-Based
   Compensation - Transition and Disclosure,"  which  amends  SFAS  No.  123  to
   provide alternative methods of transition for a voluntary change to the  fair
   value based method of accounting for stock-based  employee  compensation.  In
   addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to
   require more prominent disclosures  in  both  annual  and  interim  financial
   statements  about  the   method   of  accounting   for  stock-based  employee
   compensation and the effect of the  method  used  on  reported  results.  The
   transition provisions of SFAS No. 148 are effective for  fiscal  years  ended
   after December 15, 2002. The transition provisions do not currently  have  an
   impact on the  Company's  consolidated  financial  position  and  results  of
   operations as the Company  has  no  stock-based  employee  compensation.  The
   disclosure provisions of SFAS No. 148 are effective for financial  statements
   for interim  periods  beginning  after  December  15,  2002.  The  effect  of
   adopting this standard has no effect on the Company's results  of  operations
   or financial position since stock-based compensation is not currently awarded
   to employees.

   In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with
   Exit or Disposal Activities". The provisions of this Statement are  effective
   for exit or disposal activities that are initiated after December  31,  2002,
   with  early  application  encouraged.  This  Statement  addresses   financial
   accounting  and  reporting  for  costs  associated  with  exit  or   disposal
   activities and nullifies Emerging Issues Task Force (EITF)  Issue  No.  94-3,
   "Liability Recognition for Certain Employee Termination  Benefits  and  Other
   Costs  to  Exit  an  Activity  (including  Certain  Costs   Incurred   in   a
   Restructuring)".  This  Statement  requires  that  a  liability  for  a  cost
   associated with an exit or disposal activity be recognized when the liability
   is incurred. The Company adopted SFAS No. 146 on January 1, 2003 and  it  did
   not have a material  affect  on  the  Company's  results  of  operations  and
   financial position.

   FASB has also issued SFAS No.  145  and  147  but  they  will  not  have  any
   relationship to the operations of the Company therefore a description of each
   and their respective  impact  on  the  Company's  operations  have  not  been
   disclosed.


NOTE 3 - PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                        January 31, 2003      January 31, 2002
                            --------------------------------------------------

                                         Accumulated   Net Book       Net Book
                               Cost      Amortization     Value          Value
                            --------------------------------------------------
<S>                         <C>          <C>          <C>          <C>

Furniture and fixtures      $     4,819   $    1,735  $     3,084  $     3,855
Computer equipment                5,211        2,656        2,555        3,648
                            --------------------------------------------------
                            $    10,030   $    4,391  $     5,639  $     7,503
                            ==================================================
</TABLE>


NOTE 4 - MINERAL PROPERTY

By an agreement dated September 19, 2000, the Company acquired a 100%  interest,
subject to  a  2%  net  smelter  royalty,  in  the  Queen  mineral  property  in
consideration for the payment of $5,150. This property consists  of  20  mineral
claim units located in the Nanaimo Mining Division, British Columbia, Canada.

<PAGE>

WHISTLER INVESTMENTS, INC.
(An Exploration Stage Company)                                            Page 4
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2003
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 5 - 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 40,000,000 common stock  at  a
deemed price of $0.01 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>
                                                                            Accumulated from
                                                                              April 12, 2000
                                             Year Ended     Year Ended    (Date of Inception)
                                             January 31,    January 31,        to January 31,
                                                   2003           2002                  2003
============================================================================================
<S>                                      <C>               <C>               <C>

Revenues                                  $   286,330       $        -           $   286,330
============================================================================================

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

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


NOTE 6 - RELATED PARTY TRANSACTIONS

a) By an agreement dated May 1, 2000, the Company agreed to pay $500  per  month
   in consideration of office rent to the president and director of the Company.
   The Company paid $nil for the year ended January  31,  2003  (2002 - $6,000).
   The Company incurred $11,500 and $2,500 in  management  fees  to  an  officer
   during the years ended January 31, 2003 and 2002, 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 5). The debt
   is non-interest bearing and was to be repaid as to  $200,000  on  January  2,
   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 creditor has agreed to waive interest on  the  overdue  principal
   balance of $177,960.

<PAGE>

WHISTLER INVESTMENTS, INC.
(An Exploration Stage Company)                                            Page 5
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2003
(Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 7 - 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 $130,710 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.

The components of the net deferred tax asset at January 31, 2003 and  2002,  and
the statutory tax rate, the effective tax rate and the  elected  amount  of  the
valuation allowance are scheduled below:



                                          2003                2002
                                            $                   $

Net Operating Loss                       57,319              65,618
Statutory Tax Rate                         34%                 34%
Effective Tax Rate                          -                   -
Deferred Tax Asset                       19,488              22,310
Valuation Allowance                     (19,488)            (22,310)
-------------------------------------------------------------------
Net Deferred Tax Asset                      -                   -
===================================================================

NOTE 8 - SUBSEQUENT EVENT

On April 14, 2003, the Company entered into a  letter  of  intent to  acquire  a
100% interest in Crown Medical Systems, Inc. ("CMS"), a private  Texas  company.
CMS owns a private label Pen Tablet PC and related agreements and  licenses  for
software and interface  applications  for  use  by  physician  offices,  medical
clinics and small hospitals. Completion of the transaction  is  subject  to  the
cancellation of 40,000,000 restricted shares  of  common  stock  issued  by  the
Company upon the acquisition of the Azra Shopping Centre as described in Note 5,
a forward split of the Company's share capital on a four new shares for one  old
share  basis  following  the  restricted  share  cancellation,  and  mutual  due
diligence. The Company will issue 24,953,333  post-split  restricted  shares  of
common stock  and  10,000,000  non-voting  shares  of  preferred  stock  to  the
shareholders of CMS. Each preferred share will be convertible into one share  of
common stock upon CMS attaining sales revenues of $10,000,000  over  a  12-month
period. The Company must also  advance  $100,000  to  CMS  at  closing,  and  an
additional $400,000 within 90 days of closing. There is no  assurance  that  the
transaction will be completed as proposed or at all.

<PAGE>

Exhibits
--------
10.1  Agreement dated January 1, 2003 between Whistler Investments, Inc. and
      Kim Larson respecting the disposition of Azra Shopping Center

99.1  Certification of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002

99.2  Certification of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002

Item 13(c) Reports on Form 8-K
------------------------------

No reports on Form 8-K were filed during the last  quarter of  our  fiscal  year
ended January 31, 2003.  No reports on Form 8-K have been  filed  since  January
31, 2003, although we intend to file such a report shortly  in  connection  with
our agreement to acquire a 100% interest in Crown Medical Systems, Inc.

                                        19
<PAGE>

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: May 8, 2003


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: May 8, 2003

By:    /s/ Mehboob Charania
       --------------------
       Mehboob Charania
       Secretary, Treasurer & C.F.O.
       (Principal Financial Officer)
       Director
       Date:May 8, 2003


By:    /s/ Gregory Navone
       ---------------------
       Gregory Navone
       Director
       Date:May 8, 2003

<PAGE>

                                 Exhibit 10.1


                            Share Purchase Agreement

Dated:    January 1, 2003

Between:  Whistler Investments, Inc. and Azra Commercial Center, LLC and/its his
          assigns.

Whistler Investments, Inc. agrees to sell and Kim Larsen   and/or   his  assigns
agrees to buy 100% of the issued and outstanding shares of  Whistler  Commercial
Holdings, Inc. for the sum of 100.00 (one hundred dollars).

It is also agreed that Whistler Investments, Inc. will assume any debt  owed  to
Salim S. Rana Investments, Inc. by Whistler Commercial Holdings, Inc.

Whistler Commercial Holdings, Inc. will not be liable to any debt owed to  Salim
S. Rana Investments , Inc. and/or Whistler Investments, Inc.

Signed:


/s/  Holly Roseberry

Whistler Investments, Inc.


/s/ Kim Larson

Kim Larson

Salim S. Rana Investments, Inc. hereby agrees to the above.

/s/  Salim S. Rana

Salim S. Rana Investments, Inc.


<PAGE>
                                     Exhibit 99.1

CERTIFICATION

I, Holly Roseberry, President and Chief Executive Officer of Whistler
Investments, Inc., certify that:

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

2.   Based on my knowledge, this annual report does not contain any
     untrue statement of 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 annual
     report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this annual 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 annual report;

4.   The registrant's other certifying officer and I are responsible
     for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
     for the registrant and have:

     a)   designed such disclosure controls and procedures 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 quarterly report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to
          the filing date of this annual report (the "Evaluation
          Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based
          on our evaluation as of the Evaluation Date;

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

     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the
          registrant's ability to record, process, summarize and
          report financial data and have identified for the
          registrant's auditors any material weaknesses in internal
          controls; and

     b)   any fraud, whether or not material, that involves management
          or other employees who have a significant role in the
          registrant's internal controls; and

6.   The registrant's other certifying officer and I have indicated in
     this annual report whether or not there were significant changes
     in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most recent
     evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

Date: May 8, 2003                       /s/ Holly Roseberry
                                     --------------------------------
                                        Holly Roseberry
                                        Chief Executive Officer

<PAGE>


                                    Exhibit 99.2
CERTIFICATION

I, Mehboob Charania, Chief Financial Officer of Whistler Investments,
Inc., certify that:

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

2.   Based on my knowledge, this annual report does not contain any
     untrue statement of 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 annual
     report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this annual 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 annual report;

4.   The registrant's other certifying officer and I are responsible
     for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
     for the registrant and have:

     a)   designed such disclosure controls and procedures 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 quarterly report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to
          the filing date of this annual report (the "Evaluation
          Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based
          on our evaluation as of the Evaluation Date;

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

     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the
          registrant's ability to record, process, summarize and
          report financial data and have identified for the
          registrant's auditors any material weaknesses in internal
          controls; and

     b)   any fraud, whether or not material, that involves management
          or other employees who have a significant role in the
          registrant's internal controls; and

6.   The registrant's other certifying officer and I have indicated in
     this annual report whether or not there were significant changes
     in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most recent
     evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

Date: May 8, 2003                       /s/ Mehboob Charania
                                     --------------------------------
                                        Mehboob Charania
                                        Chief Financial Officer