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

                                   FORM 10-KSB

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

        For  the  fiscal  year  ended  JANUARY  31,  2002
                                       ------------------

[ ]     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   $1,048

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.). Our stock is not publicly traded. The most recent
sale  of  our common stock was on January 30, 2001 for $0.05 per share. Based on
this  sale,  the  aggregate  market  value  is  $422,500.

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 AT
                                            ------------------------------------
APRIL  17,  2002.
-----------------

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 acquisition of real estate and the exploration of mineral
properties.  We  currently  own  the  Azra Shopping Center located in Las Vegas,
Nevada, as well as a 100% interest, subject to a 2% net smelter returns royalty,
in  20  mineral  claims  units  located  near  Port  Alice,  British  Columbia.

AZRA  SHOPPING  CENTER

On  April  15,  2002,  we  completed our acquisition of the Azra Shopping Center
located  at  4440  East  Washington Avenue, Las Vegas, Clark County, Nevada from
Salim  S.  Rana Investments, Corp. ("Rana"), a private Nevada company.  Pursuant
to  the  terms  of  the  agreement, we have agreed to pay Rana $600,000 in three
equal  payments due on October 1, 2002, January 2, 2003 and January 2, 2004.  As
well, we issued 40,000,000 shares of our common stock at a deemed price of $0.01
per  share  to  Rana  at  closing.  We  also  assumed  responsibility  for  a
$3,086,328.84  mortgage  on the Azra property.  Monthly payments on the mortgage
are  $26,370.  Mr.  Salim  Rana  continues to personally guarantee the mortgage.

The  property  contains  a  reported  land area of 2.37 acres, or 103,333 square
feet.  Improvements  on  the property consist of a "L" shaped, masonry block and
frame/stucco  constructed  commercial  retail shopping center which was built in
1999  and 2000.  The retail building is designed and constructed with storefront
window treatments, a covered balcony and walkway along the front entryways and a
decorative  concrete  tile  mansard  roof line along the front and side building
elevations.  The  rear  and a portion of the side wall is constructed of masonry
concrete  block.  A  depressed  service  dock is located along the easterly most
portion  of  the  building.

The  site  generally  surrounds  three  commercial  development  sites  that are
oriented  at  the  immediate  northeast  corner  of  Washington  Avenue and Lamb
Boulevard.  The subject property is located adjacent to a western parcel that is
currently  being improved with the Azra Center, Phase II.  Ingress and egress to
the  Azra  Center  is  available from both Lamb Boulevard and Washington Avenue.

The  Azra  Center  is  presently zoned C-1 Limited Commercial by the City of Las
Vegas.  This  zoning  classification  does  allow  for generally wide and varied
types  of  commercial retail and office type uses.  The existing development and
use  of  the  Azra  Center  as  a  multi-tenant  commercial  shopping  center is
considered  consistent  with  the  current  zoning  designation  and surrounding
developments  and  uses.  All  normal public utilities are directly available to
the  Azra  Center  including  public  water,  sanitation  sewer,  natural  gas,
electrical  power  and  telephone  service.

The  building  improvement  contains  a total gross area of approximately 31,187
square  feet  and a net rentable area of 30,987 square feet.  The shopping cener
includes  18 individual commercial suites, 15 of which are currently occupied by
tenants.  The suites range in size from 1,200 square


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feet  to  approximately  9,800 square feet. Monthly gross revenue from the suite
leases  is  $35,830.55.  Refer  to  "Item  2.  Description  of  Property" below.

The  Azra  Center  is  subject to an appraisal report dated November 13, 2001 by
Gary  H.  Kent, Inc., Real Estate Appraisers and Consultants, that appraises the
market value of property, in both leased fee and fee simple interest at November
7,  2001  to  be  $4,765,000.

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  TENANTS  ARE  UNABLE TO MAKE LEASE PAYMENTS TO US, IT COULD ADVERSELY AFFECT
OUR  BUSINESS

Our revenues are derived from lease payments we receive from tenants of the Azra
Center.  We  rely  on  these  payments  to ensure that we are unable to meet our
mortgage  payment  obligations.  Therefore, if our tenants fail to make payments
under  their  leases,  our  financial  condition  could  be  adversely affected.

IF  WE  LOSE  TENANTS,  IT  COULD  HAVE  A  NEGATIVE  IMPACT  ON  OUR  BUSINESS

A  lessee  may  not renew its lease upon the expiration of the initial term.  In
addition,  we  may  not  be  able  to locate a qualified replacement tenant upon
expiration  or  termination  of  a lease.  Consequently, in the future, we could
lose  some of the cash flow that we currently receive from the Azra Center.  All
of  our  current  lease  agreements  are in effect until at least April 1, 2003.

BECAUSE  OUR  DEBT  SERVICE  OBLIGATIONS  ARE  VERY  SUBSTANTIAL RELATIVE TO OUR
ABILITY  TO  PAY,  THEY MAY HAVE ADVERSE CONSEQUENCES ON OUR BUSINESS OPERATIONS

We  used  debt to finance our acquisition of the Azra Center.  Our incurrence of
debt  may  have  consequences,  including  the  following:

     -    our  projected  cash flow from operations will be not be sufficient to
          meet


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          required  payments  of  principal  and  interest;
     -    we  may  be  forced  to  dispose  of  interests  in  our  assets  on
          disadvantageous  terms  in  order  to  meet  our  payment obligations;
     -    we may default on our debt obligations and the lender may foreclose on
          the  Azra  Center  that  secures  the  loan;
     -    we  may  not  be  able  to  refinance or extend our existing debt; and
     -    the  terms  of any refinancing or extension may not be as favorable as
          the  terms  of  our  existing  debt.

BECAUSE  OUR  SUCCESS WILL BE INFLUENCED BY GENERAL ECONOMIC FACTORS THAT IMPACT
BUSINESS  IN  LAS VEGAS, OUR BUSINESS WOULD BE ADVERSELY AFFECTED BY AN ECONOMIC
DOWNTURN

Our  revenues  and  the value of the Azra Center will be affected by a number of
factors,  including  the  Las  Vegas  economic  climate  and  local  real estate
conditions.  Our  operations  may  be  adversely impacted by business layoffs or
downsizing,  industry  slowdowns,  changing  demographics, oversupply or reduced
demand  for  retail  space  and  other  competing  commercial  properties.


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.


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In  order  to  keep the Queen property claims in good standing, in June and July
2001  we  retained  Mr. Edward McCrossan to complete an assessment report on the
property.  British  Columbia  law  requires  that  a  holder of title to mineral
claims  must  spend  at  least  CDN$100  (US$63.67  as  of  April  30,  2002;
CDN$1=$0.6367)  per mineral claim unit per year in order to keep the property in
good  standing.  Since  the  Queen  property consists of 20 claim units, we were
required  to spend at least CDN$2,000 (US$ 1,273.40) on the claims by October 2,
2001.

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.

The  cost  of  Mr.  McCrossan's  assessment  work converted to U.S. dollars from
Canadian  funds  (CDN$1  =  US$0.65)  was  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

To  date,  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,
geo-chemical  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  geo-chemical  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.


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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.

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  are  currently  using  some of our existing working capital to commence this
phase  of  the recommended work program.  However, we do not have enough cash on
hand  to complete the program.  Our ability to complete the phase I work program
is  contingent  on our ability to raise additional funds through the sale of our
stock.


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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.  British  Columbia law requires that a
holder  of  title  to  mineral claims must spend at least CDN$100 (US$63.67) per
mineral  claim  unit  per  year  in order to keep the property in good standing,
which  we  have  done.  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.

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  the  proposed work programs on the Queen property.

RESEARCH  AND  DEVELOPMENT  EXPENDITURES

We  have  not  incurred  any  research  or  development  expenditures  since our
incorporation.  Pursuant  to  our property staking agreement with Mr. McCrossan,
we  paid  him  a  total  of  $5,150.  As part of this arrangement, Mr. McCrossan
completed  an initial assessment of the property valued at approximately $2,715,
of  which Mr. McCrossan has invoiced us $1,364.37 to date.   The assessment work
valued  at  about  $2,715 is in addition to the $5,150 paid to Mr. McCrossan


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for  staking the property, for Mr. McCrossan's royalty from net smelter returns,
and  the amounts we will pay to him as our professional geologist during each of
our  exploration  phases.

SUBSIDIARIES

We  own  all the issued and outstanding shares of common stock in the capital of
Whistler  Commercial  Holdings,  Inc.  Whistler Commercial Holdings, Inc. is the
registered  owner  of  the  Azra  Shopping  Center.

PATENTS  AND  TRADEMARKS

We  do  not  own,  either  legally  or  beneficially, any patents or trademarks.

ITEM  2.     DESCRIPTION  OF  PROPERTY.

Our  executive  offices  are  in  the  Azra  Shopping  Center located at 4440 E.
Washington  Avenue,  Suite 107, Las Vegas Nevada, 89110.  We own a 100% interest
in  the  Azra  Shopping  Center,  as  well  as the land on which it is situated.

We assumed responsibility for a $3,086,328.84 mortgage on the Azra property with
a  30-year  amortization  period.  Monthly payments on the mortgage are $26,370.
The  mortgage  bears  interest  at  a  rate  of 8.97%.  The maturity date of the
mortgage  is March 8, 2005.  Any mortgage prepayment is subject to a 1% penalty.
The property is currently subject to annual taxes of $30,398.29.  Mr. Salim Rana
continues  to  personally  guarantee  the  mortgage.

The  property  contains  a  reported  land area of 2.37 acres, or 103,333 square
feet.  Improvements  on  the property consist of a "L" shaped, masonry block and
frame/stucco  constructed  commercial  retail shopping center which was built in
1999  and 2000.  The retail building is designed and constructed with storefront
window treatments, a covered balcony and walkway along the front entryways and a
decorative  concrete  tile  mansard  roof line along the front and side building
elevations.  The  rear  and a portion of the side wall is constructed of masonry
concrete  block.  A  depressed  service  dock is located along the easterly most
portion  of  the  building.

The  site  generally  surrounds  three  commercial  development  sites  that are
oriented  at  the  immediate  northeast  corner  of  Washington  Avenue and Lamb
Boulevard.  The subject property is located adjacent to a western parcel that is
currently  being improved with the Azra Center, Phase II.  Ingress and egress to
the  Azra  Center  is  available from both Lamb Boulevard and Washington Avenue.

The  Azra  Center  is  presently zoned C-1 Limited Commercial by the City of Las
Vegas.  This  zoning  classification  does  allow  for generally wide and varied
types  of  commercial retail and office type uses.  The existing development and
use  of  the  Azra  Center  as  a  multi-tenant  commercial  shopping  center is
considered  consistent  with  the  current  zoning  designation  and surrounding
developments  and  uses.  All  normal public utilities are directly available to
the  Azra  Center  including  public  water,  sanitation  sewer,  natural  gas,
electrical  power  and  telephone  service


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The  building  improvement  contains  a total gross area of approximately 31,187
square  feet and a net rentable area of 30,987 square feet.  The shopping center
includes  18 individual commercial suites, 15 of which are currently occupied by
tenants.  There  are  no  plans  for  further  improvement  of  the  property.

The  suites  range  in size from 1,200 square feet to approximately 9,800 square
feet.  Monthly  gross  revenue  from  the  suite  leases is $35,830.55 for total
revenue of $429,966.60 per year.  The average effective annual rental per square
foot  is  $1.31.

Competitive  Conditions

There  are numerous other retail properties and real estate companies within the
Las  Vegas  market  area  that  compete  with us for tenants and development and
acquisition  opportunities. The number of competitive properties and real estate
companies  in  the  area  could have a material adverse effect on (i) our future
operations, (ii) our ability to lease suites in the Azra Center, (iii) the lease
rates  we  charge,  and (iii) development and acquisition opportunities. We will
compete  for tenants and acquisitions with other companies that may have greater
resources.  Our  competitive  position  for  tenants  is  strongly influenced by
economic  conditions  in  Las  Vegas.

Nature of Tenants           Square      Date of Lease      Term       Base Rent
Business                    Footage     Commencement      (years)     per Month
-----------------------     --------    ------------      -------     ----------

restaurant                   1,600      Nov 17, 1999         5         $2,160.00
video store                  3,887      Dec 9, 1999          6         $5,863.85
music store                  1,200      Mar 1, 2001          3         $1,740.00
restaurant                   2,400      Aug 1, 2001          5         $3,240.00
stationery/cheque cashing    1,200      July 1, 2000         6         $1,774.80
tobacconist                  1,200      April 1, 2000        3         $1,774.80
clothing store               1,200      April 1, 2001        3         $1,740.00
hair salon                   1,200      Feb 1, 2000          6         $1,774.80
drycleaner                   2,400      Nov 15, 1999         5         $3,549.60
supermarket                  9,800      Sept 1, 2001         5        $10,290.00
insurance company            1,300      Nov 29, 2001         3         $1,922.70
vacant                       1,200
vacant                       1,200
vacant                       1,200

In  the  opinion  of  management,  the  Azra  Center  is  adequately  covered by
insurance.

There  are no limitations on the percentage of assets that we may invest in real
estate.  We  may  change  our  investment  policy without a vote of our security
holders.   There  is  also  no  limit to the type of real estate in which we may
invest.

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.


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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,  2002.


                                     PART II


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

During  the  fiscal year ended January 31, 2002, we filed an application to have
our  shares  of common stock quoted for trading on the OTC Bulletin Board, which
is  sponsored  by  the  National  Association  of  Securities  Dealers.  The OTC
Bulletin  Board  is  a  network of security dealers who buy and sell stock.  The
dealers are connected by a computer network that provides information on current
"bids"  and  "asks",  as  well  as  volume  information.

Subsequent  to January 31, 2002, our shares are quoted on the OTC Bulletin Board
under  the symbol "WISV".  However, no shares have traded through the facilities
of  the  OTC  Bulletin  Board  to  date.

HOLDERS  OF  COMMON  STOCK

As  of  April  29,  2002, we had 41 registered shareholders of our common stock.

RULE  144  SHARES

A  total of 3,800,000 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


                                       10

<PAGE>

at  least  2 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
43,800,000  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,
prohibit  us  from  declaring  dividends  where,  after  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

We  did  not complete any sales of our common stock during our fiscal year ended
January  31,  2002.

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

PLAN  OF  OPERATIONS

Our  plan  of  operations  for  the  twelve  months  following  the date of this
registration  statement  is to complete the following objectives within the time
periods  specified,  assuming  we obtain the funding necessary for the continued
exploration  and  development  of  the  Queen  property and for the acquisition,
exploration  and  development  of  additional  mineral  properties:

1.   We have recently commenced a portion of the recommended exploration program
     on the Queen property consisting of geological and geo-chemical surveys. We
     anticipate  that the cost of this part of the recommended work program will
     total  approximately  $3,500.  Our ability to complete the remainder of the
     recommended  exploration  program  will depend on results from this initial
     work,  as  well  as  our  ability  to  finance  additional  exploration.


                                       11

<PAGE>

2.   If  results from the first part of the phase one of the work program on the
     Queen  property  are positive, we will attempt to raise the funds necessary
     to  complete  the  recommended phase. We expect to raise this money through
     the  sale  of  our  securities on a private placement basis or from revenue
     from  our  interest  in  the  Azra  Center. 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.

3.   We  will  continue to manage the Azra Center and seek additional tenants to
     lease  the  three  vacant  suites totalling 3,600 square feet. Based on our
     other  current leases, we expect that realize gross revenue of about $5,220
     per  month from the rental of these additional suites if we are successful.

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, 2002, we had cash on hand of $11,338.  We anticipate that during
the  next  12  months,  we will generate revenue of $430,000 from lease payments
relating  to  the  Azra  Center.  During the same period, we are required to pay
$400,000  to  the  vendor  of the Azra Center, $316,440 for Azra Center mortgage
payments,  $30,398  for property taxes and approximately $48,000 for general and
administrative  expenses.  As  well, we may incur up to an additional $41,000 on
exploration  of  the  Queen  property.

We  will  not  be able to meet the above obligations unless we are able to raise
additional  financing  of at least $406,000.  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,  2002

During the twelve-month period ended January 31, 2002, we earned interest income
of $1,048. 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


                                       12

<PAGE>

mineral  resources on our property, or if such resources are discovered, that we
will  enter  into  commercial  production  of  our  mineral  properties.

On  April  15,  2002,  we  completed our acquisition of the Azra Shopping Center
located  in  Las  Vegas,  Nevada.  We expect that monthly gross revenue from the
suite  leases  will  be approximately $35,080.  Monthly payments relating to the
$3,086,328.24  mortgage  on  the  property  held  by  Commercial Federal Bank of
Lakewood, Colorado are $26,370.  In addition, we are required to pay $600,000.00
to  the  vendor of the Azra Shopping Center, Salim S. Rana Investments Corp., in
three  equal  payments  due  on  October 1, 2002, January 2, 2003 and January 2,
2004.

We  incurred  operating  expenses  in  the amount of $66,666 for the fiscal year
ended  January  31,  2002 including legal and audit fees totalling $50,740, rent
and  office  costs  of  $9,026,  depreciation  expenses relating to our computer
equipment  and  furniture  of  $2,527, management fees of $2,500 and general and
administrative  costs  of $1,873.  The increase in professional fees in the most
recent  fiscal  year  was  primarily  attributable  to  audit  and legal fees we
incurred  in  filing a Form SB-2 registration statement under the Securities Act
of 1933 and our becoming a reporting issuer under the Securities Exchange Act of
1934.

LIQUIDITY  AND  CAPITAL  RESOURCES

We  had  cash  on  hand of $11,338 as of January 31, 2002.  We also had computer
equipment, furniture and fixtures recorded at $7,503, as well as our interest in
the  Queen  property  recorded  at $5,150.  At January 31, 2002, we had accounts
payable  and  accrued  liabilities  of  $8,082.

We  do  not  have  sufficient  capital  to  meet  our  obligations  for the next
twelve-month period. As a result, we will need to seek additional funding in the
near future. We currently do not have a specific plan of how we will obtain such
funding;  however,  we anticipate that additional funding will be in the form of
equity  financing  from  the  sale of our common stock or from revenue generated
from  the  lease  of  suites at the Azra Shopping Center.  There is no guarantee
that  we  will generate enough revenue to fund operations or to meet our payment
obligations  under  our  $3,086,328.84  mortgage.

At  this  time,  we  cannot provide investors with any assurance that we will be
able  to  raise  sufficient funding from the sale of our common stock to proceed
with  our  plan  of  operations  over  the  next  twelve  months.

With  respect  to  the  Queen  mineral  property, if we do not secure additional
financing  to  incur  the  required  exploration  expenditures,  we may consider
bringing in a joint venture partner to provide the required funding. We have not
undertaken any efforts to locate a joint venture partner. In addition, we cannot
provide  investors  with  any  assurance  that we will be able to locate a joint
venture  partner  who  will  assist  us  in funding the exploration of the Queen
property. We may also pursue acquiring interests in alternate mineral properties
and  real  estate  projects  in  the  future.

We  have  not  purchased  or  sold any plant or significant equipment and do not
expect  to  do  so  in  the  foreseeable  future.


                                       13

<PAGE>

FORWARD-LOOKING  STATEMENTS

Many  statements made in this report are forward-looking statements that are not
based  on  historical  facts.  Because  these forward-looking statements involve
risks  and  uncertainties,  there  are important factors that could cause actual
results  to  differ  materially  from  those  expressed  or  implied  by  these
forward-looking  statements.  The forward-looking statements made in this report
relate  only  to  events  as  of  the  date  on  which  the statements are made.

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 April 29,
2002  are  as  follows:

DIRECTORS:

Name of Director                Age
----------------------          -----
Stacey Fling                    41
Gregory Navone                  54

EXECUTIVE OFFICERS:

Name of Officer          Age        Office
--------------------     -----      -------
Stacey Fling             41         President and Chief Executive Officer
Holly Roseberry          50         Secretary, Treasurer and Chief Financial
                                    Officer

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

Ms. Stacey Fling has been one of our directors since our inception.  On February
20,  2002, Ms. Fling was appointed as our president and Chief Executive Officer.
From  April  1989 to August 1998, Ms. Fling was the office manager for Ameritech
Design  &  Engineering,  Inc.,  first  in  San Diego, California and then in Las
Vegas,  Nevada  from  May  1996 until August 1998.  Ms. Fling managed the office
personnel,  accounts  receivable  and payable, payroll, collections and customer


                                       14

<PAGE>

service  for  Ameritech.  Since January 1999, she has been employed as marketing
coordinator  for  Salim  S.  Rana  Investments  Corp. in Las Vegas, Nevada.  Her
duties  include  leasing  retail space, coordinating vouchers for a disbursement
management company and coordinating permits and related matters with the City of
Las Vegas for ongoing construction projects.  Ms. Fling spends approximately 25%
of  her  time on our business.  Ms. Fling provides management and administration
services  including  bookkeeping  and  maintenance  of  corporate  records.

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.

Ms.  Holly  Roseberry  was  appointed  as  our  secretary,  treasurer  and Chief
Financial Officer on February 20, 2002.  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.

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  November 30, 2001 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>


                                       Number    Transactions     Known Failures
                                       Of late    Not Timely        To File a
Name and principal position            Reports     Reported       Required Form
--------------------------------      ---------  ------------     --------------
Dewey Jones                               0           0                 2
(Former President, C.E.O.,
 and Director)
Stacey Fling                              3           0                 0
(President, C.E.O. and Director)
Gregory Navone                            1           0                 0
(Director)
--------------------------------------------------------------------------------


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,  2002.  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

                         ANNUAL COMPENSATION          LONG TERM COMPENSATION
                         --------------------   --------------------------------
                                                     AWARDS       PAYOUTS
                                                ---------------   -------
                                         Other    Re-                       All
                                        Annual  stricted Options/  LTIP    Other
                                        Compen-  Stock    SARs*  payouts  Compen
Name    Title      Year  Salary  Bonus  sation   Awarded   (#)     ($)    sation
--------------------------------------------------------------------------------
Dewey   Former     2001     0      0       0        0       0       0        0
Jones   President, 2000     0      0       0        0       0       0        0
        CEO, &
        Director
--------------------------------------------------------------------------------
Stacey  President, 2001 $2,500(1)  0       0        0       0       0        0
Fling   C.E.O. and 2000     0      0       0        0       0       0        0
        Director
--------------------------------------------------------------------------------
Gregory Director   2001     0      0       0        0       0       0        0
Navone             2000     0      0       0        0       0       0        0
--------------------------------------------------------------------------------
Holly   Secretary  2001     0      0       0        0       0       0        0
Roseberry          2000     0      0       0        0       0       0        0
--------------------------------------------------------------------------------

Notes:
(1)  Compensation  attributable  to  Dewey  Jones - (resigned February 20, 2002)


                                       16

<PAGE>

STOCK  OPTION  GRANTS

We  did  not  grant  any stock options to the executive officers during our most
recent  fiscal  year ended January 31, 2002.  We have also not granted any stock
options  to  the  executive  officers  since  January  31,  2002.

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, 2002.  No stock options have been executed
since  January  31,  2002.

OUTSTANDING  STOCK  OPTIONS

We  do  not  have  any  stock  options  outstanding.

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

The  following  table  sets  forth  certain information concerning the number of
shares  of our common stock owned beneficially as of April 29, 2002 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.

================================================================================
                Name and address             Number of Shares     Percentage of
Title of class  of beneficial owner          of Common Stock     Common Stock(1)
================================================================================

Common Stock    Salim S. Rana                40,000,000 shares        82.6%
                4440 E. Washington Ave.#107
                Las Vegas, Nevada

Common Stock    Stacey Fling                  3,850,000 shares         7.8%
                Director, President &
                Chief Executive Officer
                4440 E. Washington Ave #107
                Las Vegas, Nevada 89019

Common Stock    Holly Roseberry                     NIL shares          NIL
                Secretary, Treasurer, Director
                4440 E. Washington Ave #107
                Las Vegas, Nevada 89019

Common Stock    Gregory Navonne                     NIL shares          NIL
                Director
                4440 E. Washington Ave #107
                Las Vegas, Nevada 89019


                                       17

<PAGE>

Common Stock    All Officers and Directors    3,850,000 shares         7.8%
                as a Group that consists of
                three people
================================================================================

(1)  As  of  April  29,  2002,  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.

CHANGE  IN  CONTROL

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

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

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.

Shares were sold in private offerings to the following relatives of Dewey Jones,
the  former  president,  CEO  and  a  director  of  our  company:

Name of Relative            Number of Shares          Relationship to Director
----------------            ----------------          ------------------------
Irma Jones                       50,000                          wife
Eldon Jones                      50,000                          father
Ida Jones                        50,000                          mother
Jason Jones                      50,000                          son


                                       18

<PAGE>

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.

During the fiscal year ended January 31, 2002, we paid $2,500 in management fees
to  Stacey  Fling,  our  president,  chief  executive  officer  and  director.

On  February 20, 2002, our president, Stacey Fling purchased 3,800,000 shares of
common stock from our former president, Dewey Jones, for $3,800.  On January 28,
2002,  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:

Whistler  Investments  Inc.'s  audited Financial Statements, as described below,
are  attached  hereto.

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

EXHIBITS
--------

10.1     Asset  Purchase  Agreement  dated  April 10, 2002 between Salim S. Rana
Investments  Corp.  and  Whistler  Investments,  Inc.


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,  2002.  No reports on Form 8-K have been filed since January
31,  2002.


                                       19

<PAGE>






                           WHISTLER INVESTMENTS, INC.


                              FINANCIAL STATEMENTS

                                January 31, 2002





AUDITORS'  REPORT

BALANCE  SHEET

STATEMENT  OF  LOSS  AND  DEFICIT

STATEMENT  OF  CASH  FLOWS

STATEMENT  OF  STOCKHOLDERS'  EQUITY

NOTES  TO  FINANCIAL  STATEMENTS

<PAGE>


Lancaster&David
---------------
Chartered   Accountants
                                                          Incorporated  Partners
                                                          David E. Lancaster, CA
                                                          Michael J. David, CA


                                AUDITORS' REPORT
                                ----------------


To  the  Shareholders  of  Whistler  Investments,  Inc.

We  have  audited  the balance sheet of Whistler Investments, Inc. as at January
31,  2002  and  2001  and  the  statements  of  loss and deficit, 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 United States and Canadian generally
accepted  auditing  standards.  Those standards require that we plan and perform
an  audit  to  obtain  reasonable assurance whether the financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audit provides a reasonable basis
for  our  opinion.

In  our  opinion,  these  financial  statements  present fairly, in all material
respects, the financial position of the Company as at January 31, 2002 and 2001,
and the results of its operations and its cash flows for the years then ended in
accordance  with  United  States  generally  accepted  accounting  principles.


                                                          /s/ Lancaster & David

                                                           CHARTERED ACCOUNTANTS
Vancouver,  B.C.
March  28,  2002

                COMMENTS BY INDEPENDENT AUDITORS FOR U.S. READERS
                       ON CANADA - U.S. REPORTING CONFLICT
--------------------------------------------------------------------------------
In the United States, reporting standards for auditors require the expression of
an  explanatory  paragraph  when  the  financial  statements  are  affected  by
significant  uncertainties  that raise a substantial doubt on the continuance of
the  Company  as  a  going  concern  as  described  in  Note  1 of the financial
statements.  The  opinion in our report dated March 28, 2002 does not contain an
explanatory  paragraph  as such opinion would not be in accordance with Canadian
reporting standards for auditors if the significant uncertainties are adequately
disclosed  in  the  financial  statements.
                                                          /s/ Lancaster & David
                                                           CHARTERED ACCOUNTANTS

Vancouver,  B.C.
March  28,  2002

--------------------------------------------------------------------------------
       Burnaby Office - Suite 3, 7375 Kingsway, Burnaby, BC, Canada, V3N 3B5
                             Facsimile: 604.524.9837
   Vancouver Office - Suite 3240, 666 Burrard Street, Vancouver, BC, Canada, V6C
                         2X8    Facsimile: 604.602.0867
    Telephone: 604.717.5526               Email:  admin@lancasteranddavid.ca



<PAGE>

<TABLE>
<CAPTION>

                            WHISTLER  INVESTMENTS,  INC.

                                  BALANCE SHEET

                                 January 31,    January 31,
                                    2002              2001
                                ------------ --------------
<S>                               <C>        <C>
                         ASSETS
CURRENT
 Cash                             $ 11,338   $      78,708
 Prepaid expenses                        -           2,533
                                ------------ --------------

                                    11,338          81,241
CAPITAL ASSETS  (Note 3)             7,503               -
MINERAL PROPERTY  (Note 4)           5,150           5,150
                                ------------ --------------

                                  $ 23,991   $      86,391
                                ============ ==============


                           LIABILITIES

CURRENT
 Accounts payable and
 accrued liabilities              $  8,082   $         364
 Due to related parties (Note 5)         -           4,500
                                ------------ --------------

                                     8,082           4,864
                                ------------ --------------


STOCKHOLDERS' EQUITY

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 - 8,450,000 shares           8,450           8,450
ADDITIONAL PAID IN CAPITAL
                                    80,850          80,850
DEFICIT                            (73,391)         (7,773)
                                ------------ --------------

                                    15,909          81,527
                                ------------ --------------

                                  $ 23,991   $      86,391
                                ============ ==============

</TABLE>




Approved  on  behalf  of  the  Board:


/s/ Gregory Navone  - Director        /s/ Stacey Fling - Director
----------------------------          --------------------------

Gregory Navone - Director             Stacey Fling - Director


    The accompanying notes are an integral part of these financial statements

<PAGE>


<TABLE>
<CAPTION>

                          WHISTLER  INVESTMENTS,  INC.

                          STATEMENT OF LOSS AND DEFICIT

                                                                            From
                                                                   incorporation
                                                                    on April 12,
                                                     Year Ended          2000 to
                                                     January 31,     January 31,
                                                         2002               2001
                                                      -----------  -----------

<S>                                                   <C>          <C>
REVENUE
 Interest income                                      $    1,048   $      241
                                                      -----------  -----------

EXPENSES
 Depreciation                                              2,527            -
 Management fees                                           2,500            -
 General and administrative                                1,873          178
 Professional fees                                        50,740        3,336
 Rent and office                                           9,026        4,500
                                                      -----------  -----------

                                                          66,666        8,014
                                                      -----------  -----------

NET LOSS FOR THE YEAR                                    (65,618)      (7,773)

DEFICIT, BEGINNING OF YEAR                                (7,773)           -
                                                      -----------  -----------


DEFICIT, END OF YEAR                                  $  (73,391)  $   (7,773)
====================================================  ===========  ===========
BASIC LOSS PER SHARE                                  $   (0.008)  $   (0.002)
Weighted average number of common shares outstanding   8,450,000    4,084,211

</TABLE>




    The accompanying notes are an integral part of these financial statements

<PAGE>



<TABLE>
<CAPTION>

                         WHISTLER  INVESTMENTS,  INC.

                             STATEMENT OF CASH FLOWS

                                                     From
                                            incorporation
                                              on April 12,
                                  Year Ended      2000 to
                                 January 31,   January 31,
                                       2002          2001
                                     ---------  ---------
<S>                                  <C>        <C>
CASH FLOWS PROVIDED
 BY (USED FOR):


OPERATING ACTIVITIES
 Interest income and other received  $  1,048   $    605
 Paid to suppliers                    (45,388)   (11,197)
 Paid to related parties              (13,000)         -
                                     ---------  ---------

                                      (57,340)   (10,592)
                                     ---------  ---------

INVESTING ACTIVITIES
 Additions to capital assets          (10,030)         -
                                     ---------  ---------


FINANCING ACTIVITIES
 Common stock issued for cash               -      8,450
 Additional paid in capital                 -     80,850
                                     ---------  ---------

                                            -     89,300
                                     ---------  ---------

INCREASE (DECREASE) IN CASH           (67,370)    78,708

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

CASH, END OF YEAR                    $ 11,338   $ 78,708
                                     =========  =========

</TABLE>


    The accompanying notes are an integral part of these financial statements

<PAGE>


<TABLE>
<CAPTION>

                           WHISTLER  INVESTMENTS,  INC.

                         STATEMENT OF STOCKHOLDERS' EQUITY

                                                    Additional
                                 Common Stock       Paid       Accu-
                                ==============      In         mulated
                                Shares    Amount    Capital    Deficit     Total
                              --------------------------------------------------
<S>                              <C>        <C>      <C>       <C>        <C>
BALANCE, beginning of period          -  $     -  $      -  $      -   $      -

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
================================================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements

<PAGE>


                           WHISTLER INVESTMENTS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                JANUARY 31, 2002
                                ----------------


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. 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. 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.


NOTE  2  -  SIGNIFICANT  ACCOUNTING  POLICIES

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,  2002  and  2001  there  were  no  cash  equivalents.
Capital  Assets
Capital  assets  consist  of  computer equipment and furniture and fixtures, are
recorded  at  cost and are depreciated on a declining balance basis at a rate of
30%  and  20%  respectively  per  annum.

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.

Foreign  Currency  Translation
The  financial  statements  are  presented  in  United  States dollars.  Foreign
denominated  monetary  assets  and  liabilities are translated to their American
dollar  equivalents  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.

Loss  per  Share
The  loss per share figure has been calculated using the weighted average number
of shares outstanding during the period. Fully diluted loss per common share has
not  been  presented,  as  there  were  no  convertible  or  dilutive securities
outstanding  at  year-end.

<PAGE>
                                                                      Page 2
WHISTLER  INVESTMENTS,  INC.
Page  2
NOTES  TO  FINANCIAL  STATEMENTS
JANUARY  31,  2002
------------------

NOTE  2  -  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

Estimates  and  Assumptions
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.

Financial  Instruments
The  fair  value  of  the  Company's current assets and current liabilities were
estimated  to  approximate  their  carrying  values  due  to  the  immediate  or
short-term  maturity  of  these  financial  instruments.


NOTE  3  -  CAPITAL  ASSETS
<TABLE>
<CAPTION>

                                                       January 31,
                        January 31, 2002                     2001
                      ==============================================
                                 Accumulated    Net Book    Net Book
                      Cost       Amortization   Value       Value
                      ----------------------------------------------
<S>                   <C>        <C>            <C>         <C>
Furniture
and fixtures          $   4,819  $    964       $  3,855  $       -
Computer equipment        5,211     1,563          3,648          -
                      ----------------------------------------------

                      $  10,030  $  2,527       $  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.


NOTE  5  -  RELATED  PARTY  TRANSACTIONS

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  $6,000  for  the year ended January 31, 2002 (2001 - $4,500). The
Company  incurred  $2,500 in management fees to an officer during the year ended
January  31, 2002.  No compensation has been recognized for services provided by
the  directors  or officers during the eleven month period from February 1, 2001
to  December  31,  2001, or for the prior year, as the amounts are immaterial in
the  aggregate.

<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/ Stacey Fling
     ___________________________________
     Stacey Fling
     President and Chief Executive Officer
     Director
     Date:  May 1, 2002


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/ Stacey Fling
     _______________________________
     Stacey Fling
     President and C.E.O.
     (Principal Executive Officer)
     Director
     Date:  May 1, 2002


By:  /s/ Holly Roseberry
     ___________________________________
     Holly Roseberry
     Secretary, Treasurer & C.F.O.
     (Principal Financial Officer)
     Director
     Date:  May 1, 2002


By:  /s/ Gregory Navone
     ___________________________________
     Gregory Navone
     Director
     Date:  May 1, 2002




                                       20