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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               AMENDMENT NO. 2 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.)


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

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

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

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

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

Yes  [X]   No  [__]

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

                                        1

<PAGE>

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

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


AS A PART  OF THE  REVIEW  BY THE  SECURITIES  AND  EXCHANGE  COMMISSION  OF THE
COMPANY'S PAST FILINGS UNDER THE SECURITIES  EXCHANGE ACT OF 1934, WE ARE FILING
THIS AMENDMENT NO. 2 TO OUR FORM 10-KSB FOR THE YEAR ENDED JANUARY 31, 2003 (THE
"2003 FORM  10-KSB"),  AS WELL AS AMENDING OUR QUARTERLY  REPORTS FOR OUR FISCAL
QUARTERS  ENDED APRIL 30, JULY 31 AND OCTOBER 31,  2003.  THIS  AMENDMENT  NO. 2
AMENDS  ONLY THE  INFORMATION  SET FORTH  UNDER  THE  CAPTIONS  "DESCRIPTION  OF
BUSINESS--DISPOSITION  OF AZRA SHOPPING  CENTER",  DESCRIPTION OF BUSINESS--RISK
FACTORS",  "MARKET  FOR COMMON  EQUITY AND RELATED  STOCKHOLDER  MATTERS--RECENT
SALES OF UNREGISTERED SECURITIES", "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF  OPERATION",  "CONTROLS  AND  PROCEDURES",  "DIRECTORS,  EXECUTIVE  OFFICERS,
PROMOTERS  AND CONTROL  PERSONS;  COMPLIANCE  WITH SECTION 16(A) OF THE EXCHANGE
ACT",   "EXECUTIVE    COMPENSATION",    "CERTAIN   RELATIONSHIPS   AND   RELATED
TRANSACTIONS", "FINANCIAL STATEMENTS" AND "EXHIBITS" OF THE 2003 FORM 10-KSB, AS
PREVIOUSLY  AMENDED.  IN ORDER TO  PRESERVE  THE  NATURE  AND  CHARACTER  OF THE
DISCLOSURES  SET FORTH IN THE 2003 FORM  10-KSB AS OF MAY 8,  2003,  THE DATE ON
WHICH  AMENDMENT  NO. 1 TO THE 2003 FORM  10-KSB WAS FILED,  NO ATTEMPT HAS BEEN
MADE IN THIS AMENDMENT NO. 2 TO MODIFY OR UPDATE DISCLOSURES EXCEPT AS DESCRIBED
ABOVE.


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.

                                       2

<PAGE>

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.  The basis for the
Company's decision regarding the sale of the Azra property and the assumption of
debt by the Company in  connection  with the sale of this  property are that the
prospects  for the  shopping  center  became  much  less  favorable,  due to the
continuing  economic  decline  following the terrorist  attacks on September 11,
2001. The vacancy rate in May 2002 was approximately  10%, and by the end of the
year was about 35%. The rents had declined from approximately  $30,000 per month
to  approximately  $26,000 per month,  and the  property was losing  money.  The
Company  purchased  the  property  in April 2002 from Salim S. Rana  Investments
Corp.  for  40,000,000  shares  of  common  stock  and a note of its  subsidiary
(Whistler Commercial Holding,  Inc.) that held the Azra property of $600,000. In
addition,  this subsidiary assumed mortgage debt of approximately  $3,000,000 on
the property.

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

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


Risk Factors

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

                                 3

<PAGE>

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

Although   Mr.  Salim  Rana,  the  controlling  stockholder  of  Salim  S.  Rana
Investments  Corp.,  is  neithe  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,  Salim S. Rana
Investments Corp. is also our largest creditor. For these reasons, the interests
of Salim S. Rana Investments Corp.  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 BUSINESS 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
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 may not 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.

We have  been the  subject  of a going  concern  opinion  from  our  independent
auditors,  which means that we may not be able to continue  operations unless we
obtain additional funding

Our  independent  auditors  have added an  explanatory  paragraph to their audit
opinions, issued in connection with our financial statements,  which states that
our ability to continue as a going  concern is  uncertain  due to our  continued
operating  losses,  the excess of our liabilities  over our assets and uncertain
conditions we face in our day-to-day operations. Our financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                       4

<PAGE>

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


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

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  generating
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 report. 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 investors should be
aware that there is a substantial  risk that we would not generate any operating
revenues  or ever  achieve  profitable  operations.  If we are  unsuccessful  in
addressing these risks, our business will most likely fail.

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

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.


OUR MANAGEMENT HAS LIMITED EXPERIENCE IN MINERAL EXPLORATION

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.

                                       5

<PAGE>

OUR BUSINESS IS SUBJECT TO SUBSTANTIAL RISKS

The search for valuable  minerals as a business is extremely  risky. Our mineral
claim may contain no 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.

EXPLORATION FOR MINERALS INVOLVES INHERENT DANGERS AND POSSIBLE LIABILITIES

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.

WE  FACE  SUBSTANTIAL  RISKS  IN COMMERCIALIZING ANY RESERVES OF PRECIOUS METALS
THAT MAY BE ON OUR MINERAL PROPERTY

If we discover  commercial  reserves of precious metals on our mineral property,
we may not 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,  even if
commercial  quantities of ore are  discovered,  a ready market may not 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  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.

                                       6

<PAGE>

IN COMMERCIALIZING ANY MINERAL RESOURCES WE WILL BE SUBJECT TO GOVERNMENTAL
REGULATION


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.


                                   PART II

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


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. Salim S. Rana Investments Corp.  is owned  by  one  individual,
Salim R. Rana, an accredited investor,  and therefore the transaction was exempt
from registration under the Securities  Act  of 1933,  as amended, under section
4(2) thereof, as a transaction not involving any public offering.


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

The following  discussion  of our financial  condition and results of operations
should be read in  conjunction  with the financial  statements and notes thereto
and the other financial information included elsewhere in this report.

Certain  statements  contained in this report,  including,  without  limitation,
statements containing the words "believes,"  "anticipates,"  "expects" and words
of similar import constitute  "forward looking statements" within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995.  Such  forward-looking
statements involve known and unknown risks and uncertainties. Our actual results
may differ materially from those anticipated in these forward-looking statements
as a result of certain factors, including our ability to create, sustain, manage
or forecast our growth;our ability to attract and retain key personnel;  changes
in  our  business   strategy  or  development   plans;   competition;   business
disruptions;  adverse publicity;  and international,  national and local general
economic and market conditions.

                                       7

<PAGE>

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  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.

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
traditional 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.

                                       8

<PAGE>

Results Of Operations for Year Ended January 31, 2003

During the fiscal year ended January 31, 2003, we earned interest income
of $105 and had a net loss of $825,493.  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 $68,574  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  $6,620,  and write off of  mineral  property  of
$5,150.  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 $825,493.

At fiscal year end, we had cash on hand of $104, and we held computer  equipment
and  furniture  recorded at $5,639.  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 S. Rana  Investments  Corp.,
primarily in connection with our acquisition of the Azra shopping center.


2003 compared to 2002

The net loss  increased  from  approximately  $66,000  in 2002 to  approximately
$825,000 for the fiscal year ended January 31, 2003.

The items of significant  increase or decrease in the fiscal year ended December
31,  2002  over the  comparable  period of the prior  year were an  increase  in
general  and  administrative  expense  from  approximately  $1,800  in  2002  to
approximately $23,000 for the fiscal year ended January 31, 2003, an increase in
management  fees from  $2,500 in 2002 to  $11,500  for the twelve  months  ended
January 31, 2003, and decreases in professional fees from approximately  $51,000
for 2002 to  approximately  $20,000 for the fiscal year ended  January 31, 2003,
and  in  rent  and  office  expense  from   approximately   $9,000  in  2002  to
approximately  $6,600 for the fiscal year ended  January 31,  2003.  We incurred
$50,740 in legal and audit fees in 2002 due to costs  associated with the filing
of our  registration  statement  and  our  application  for  listing  on the OTC
Bulletin Board.

In 2003, general and administrative expenses increased due to the acquisition of
the shopping  center,  the  operations of which were more  expensive  than prior
company operations,  and management fees increased due to increased requirements
for  managerial  functions for the acquired  shopping  center,  as compared with
2002.  Professional  fees  decreased  due to lower level of effort  required for

                                       9

<PAGE>

regulatory  filings  in 2003 as  compared  with  2002,  as did rent  and  office
expense,  due to office  expenses  being taken care of as a part of the shopping
center  operation.  In  2003,  management  fees  were  paid for  directors'  and
officers' fees and expenses services,  and professional fees were paid for audit
and legal services.

The major  factor in the  increase in loss in the fiscal year ended  January 31,
2003, is a loss from  discontinued  operations of approximately  $760,000 due to
the sale of the Azra shopping center as of January 1, 2003.

General and administrative expenses increased by approximately $21,000 from 2002
to 2003.  Professional fees decreased by approximately $30,000.  Management fees
increased by approximately $9,000.


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.

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.

The promissory note in the principal  amount of $600,000 issued to Salim S. Rana
Investments  Corp. in connection  with the Azra shopping  center was dated as of
April 10, 2002,  provided for repayment of principal in three equal installments
of principal of $200,000 each on October 1, 2002, January 2, 2003 and January 2,
2004, and bore no interest as long as the installment  payments were made. As of
January 31, 2003,  $377,960 in principal  amount was  outstanding  on this note;
Salim S. Rana  Investments  Corp.  waived  payment of interest  on the  $177,960
overdue portion of the unpaid principal amount.

         At  January  31,  2003,  the  Company  was  indebted  to Salim S.  Rana
Investments Corp. in the amount of $377,960. The Company has no present plans as
to the manner in which it will be able to repay such debt. To date,  the Company
has covered operating deficits through its financing activities.  As a result of
its lack of operating  success,  the Company may not be able to raise additional
financing to repay this debt and to cover operating deficits.

                                       10

<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES.

Within the 90 days prior to the filing  date of this Form  10-KSB,  the  Company
carried out an evaluation,  under the supervision and with the  participation of
the Company's  management,  including the Company's Chief Executive  Officer and
Chief Financial and Accounting  Officer,  of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as defined in Rule
13a-14 of the Securities  Exchange Act of 1934. Based upon that evaluation,  the
Chief Executive Officer and Principal Financial and Accounting Officer concluded
that the Company's  disclosure  controls and  procedures are effective in timely
alerting  them to material  information  relating to the Company  required to be
included in this Annual  Report on Form 10-KSB.  There have been no  significant
changes in the  Company's  internal  controls  or in other  factors  which could
significantly  affect  internal  controls  subsequent  to the date  the  Company
carried out its evaluation.


                                   PART III

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

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

Executive Officers:

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

Directors:

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



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

                                       11

<PAGE>

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 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.


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       Compen-
 Name       Title      Year   Salary  Bonus   sation      Stock Awarded   SARs       payouts    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   $11,500*       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>

                                       12

<PAGE>

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

As of the close of the Company's fiscal year ended January 31, 2003, the Company
had no equity compensation plans in effect


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.  The  promissory  note in the  principal  amount  of
$600,000  issued to Salim S. Rana  Investments  Corp.  was dated as of April 10,
2002,  provided  for  repayment  of  principal  in three equal  installments  of
principal  of $200,000  each on October 1, 2002,  January 2, 2003 and January 2,
2004, and bore no interest as long as the installment  payments were made. As of
January 31, 2003,  $377,960 in principal  amount was  outstanding  on this note;
Salim S. Rana  Investments  Corp.  waived  payment of interest  on the  $177,960
overdue portion of the unpaid principal amount.

                                       13

<PAGE>

On February 20, 2002, our former  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.

Management  fees of $11,500  were paid to Stacy Fling,  former  president of the
Company,  in the fiscal year ended  January 31,  2003.  In the fiscal year ended
January 31, 2002,  management fees of $2,500 per month were paid to Dewey Jones,
president of the Company in that period.



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

                                        14
<PAGE>


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



                           INDEPENDENT AUDITORS REPORT

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

We have audited the accompanying balance sheets of Whistler Investments, Inc. as
at January 31, 2003 and 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.

As described in note 8 to the financial statements, the Company has restated its
financial  statements for the fiscal year ended January 31, 2003 with respect to
donated rent and the write-off of mineral properties.

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


                                                    "Lancaster & David"  signed
                                                     Chartered Accountants
Vancouver, Canada
April 29, 2003, except as to Note 8 which
is as of June 4, 2004


                                       15

<PAGE>



                           WHISTLER INVESTMENTS, INC.
                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                                January 31, 2003














AUDITORS' REPORT

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

STATEMENT OF STOCKHOLDERS' EQUITY

NOTES TO FINANCIAL STATEMENTS

                                       16

<PAGE>


                           WHISTLER INVESTMENTS, INC.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS
                            (Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                                                           (Restated -
                                                                                             Note 8)
                                                                                           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
----------------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                            $          5,743    $        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                                                                       446,850             80,850
DEFICIT                                                                                         (898,884)           (73,391)
----------------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                            (403,584)            15,909
----------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                              $          5,743    $        23,991
============================================================================================================================
</TABLE>


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

                                      17

<PAGE>


                           WHISTLER INVESTMENTS, INC.
                         (An Exploration Stage Company)

                            STATEMENTS OF OPERATIONS
                            (Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                                                                      (Restated - Note 8)
                                                                    (Restated -                        Accumulated from
                                                                      Note 8)                           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                                                     6,620             9,026                 20,146
         Write-off mineral property (Note 8)                                 5,150                 -                  5,150
----------------------------------------------------------------------------------------------------------------------------

                                                                            68,574            66,666                143,254

OTHER INCOME                                                                   105             1,048                  1,394
----------------------------------------------------------------------------------------------------------------------------

NET LOSS BEFORE DISCONTINUED OPERATIONS                                    (68,469)          (65,618)              (141,860)

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

NET LOSS FOR THE YEAR                                            $        (825,493)  $       (65,618)  $           (898,884)
============================================================================================================================

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

Weighted average number of common shares outstanding                    40,116,667         8,450,000
</TABLE>


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

                                      18


<PAGE>

                           WHISTLER INVESTMENTS, INC.
                         (An Exploration Stage Company)

                            STATEMENTS OF CASH FLOWS
                            (Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                                                                          (Restated - Note 8)
                                                                            (Restated -                    Accumulated from
                                                                              Note 8)                       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                                                       $     (825,493)$      (65,618) $           (898,884)

Adjustments to reconcile net loss to cash
         Write-off of mineral property                                             5,150              -                 5,150
         Depreciation                                                              1,864          2,527                 4,391
         Loss from discontinued operations                                       757,024              -               757,024
         Donated rent                                                              6,000              -                 6,000

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                                              20,836              -                20,836
         Advance (repayment) from (to) shareholder                                   900         (4,500)                   900
------------------------------------------------------------------------------------------------------------------------------

Net Cash Provided by (Used) in Operating Activities                              (11,334)       (57,340)              (74,116)
------------------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
         Proceeds from sale of subsidiary                                            100              -                   100
         Purchase of mineral properties                                                -              -                (5,150)
         Purchase of property and equipment                                            -        (10,030)              (10,030)
------------------------------------------------------------------------------------------------------------------------------

Net Cash (Used) in Investing Activities                                              100        (10,030)              (15,080)
------------------------------------------------------------------------------------------------------------------------------

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                                      20,836              -
</TABLE>



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

                                      19


<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

  Value of rent donated by a related
  party (Note 8)                                          -                -           6,000                -            6,000

  Net loss for the year                                   -                -               -        (825,493)         (825,493)
  -----------------------------------------------------------------------------------------------------------------------------


  BALANCE, as at January 31, 2003                48,450,000         $ 48,450       $ 446,850      $ (898,884)       $ (403,584)
  =============================================================================================================================
</TABLE>



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

                                      20

<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 9.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

a)       Basis of Presentation
     The  Company's  fiscal  year end is January 31,  2003.  During the year the
     Company established a wholly owned subsidiary, Whistler Commercial Holding,
     Inc.  ("WCHI"),  which purchased the Azra Shopping  Center,  located in Las
     Vegas,  Nevada.  The Company  disposed of WCHI on January 1, 2003. The loss
     from operations of WCHI from May 1, 2002 to the disposal date of January 1,
     2003, and the loss on disposal are recorded in discontinued operations.  No
     other amounts relating to WCHI are included in the financial  statements as
     of January 31, 2003.

b)       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.

c)       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.

                                       21

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

d)       Mineral Properties
     The  Company  capitalizes  the  acquisition  cost  of  mineral  properties.
     Exploration  costs,  such as  prospecting  and  geophysical  analysis,  are
     expensed as  incurred.  If a property is  subsequently  abandoned,  sold or
     determined not to be economic, all related costs are written-off.

e)       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".  The Company's  functional and reporting currency is the U.S.
     dollar.  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
     transactions are included in the determination of operating results for the
     period.

f)       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.


g)       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.


h)       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.


i)       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.


j)    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.

                                       22

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)


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


l)    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
                                              ----------------------------------------------------------
                                                    Cost        Accumulated      Net Book       Net Book
                                                                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>

                                       23

<PAGE>

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  consisted of 20 mineral
claim units located in the Nanaimo Mining Division,  British  Columbia,  Canada.
The property was determined to have no economic value and was written-off during
the current year.


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 its wholly owned subsidiary, Whistler Commercial Holding, Inc. ("WCHI").
The acquisition  was accounted for as a purchase  transaction in accordance with
SFAS No. 141, and accordingly  assets acquired were recorded at their fair value
of  the  date  of  acquisition.  The  results  of  operations  are  included  in
discontinued   operations  as  described  below,   subsequent  to  the  date  of
acquisition to the date of disposal of January 1, 2003.

The purchase price was allocated as follows:

<TABLE>
<CAPTION>
                                                                                                            $
<S>                                                                                                        <C>
Land                                                                                                        930,000
Building                                                                                                  3,220,000
--------------------------------------------------------------------------------------------------------------------

                                                                                                          4,150,000
====================================================================================================================
</TABLE>

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 loss on disposal of WCHI was as follows:

<TABLE>
<CAPTION>
                                                                                                            $
<S>                                                                                                        <C>
Total cash proceeds from sale of WCHI shares                                                                    100
Forgiveness of amount owing to related party                                                                 20,836
Loss on operations from acquisition date to disposal date                                                    92,251
Assumption of debt                                                                                        (377,960)
Write off Investment in WCHI                                                                              (400,000)
--------------------------------------------------------------------------------------------------------------------

                                                                                                          (664,773)
====================================================================================================================
</TABLE>


                                       24

<PAGE>

NOTE 5 - DISCONTINUED OPERATIONS (continued)

The results of discontinued operations are summarized as follows:

<TABLE>
<CAPTION>
                                                                                                    Accumulated from
                                                                                                     April 20, 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 (2002 - $6,000) and  recorded
     donated  rent of $6,000 or $500 per month for the year  ended  January  31,
     2003. The Company paid $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.

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


                                       25

<PAGE>

NOTE 8 - RESTATEMENTS

The Company has restated its financial statements for the year ended January 31,
2003.  The  nature of the  restatements  and the effect on net loss and loss per
share are as follows:

<TABLE>
<CAPTION>
                                                                                                           $
<S>                                                                                                    <C>
Net loss for the year as previously reported                                                           (814,343)

Corrections affecting net loss:

(a)  Donated rent charged to operations and recorded as contributed capital                              (6,000)

(b)  Write-off of mineral properties                                                                     (5,150)
----------------------------------------------------------------------------------------------------------------

Net loss for the year as restated                                                                       (825,493)
-----------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                                                                                           $
<S>                                                                                                    <C>
Loss per share as previously reported                                                                      (.02)

Loss per share on restatements                                                                                 -
----------------------------------------------------------------------------------------------------------------

Loss per share as restated                                                                                 (.02)
----------------------------------------------------------------------------------------------------------------
</TABLE>


In addition to the  restatements  noted above  certain  other  revisions  to the
financial   statement  note   disclosures  were  made  to  improve  the  overall
presentation of the Company's financial statements.


NOTE 9 - 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.


                                       26

<PAGE>

(b) Exhibits
--------
3.1   Articles of Incorporation*

3.2   By-Laws*

10.7  Mineral Property Staking and Sales agreement, dated September 19, 2000,
      between Mr. Edward McCrossan and the Company.*

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

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

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

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



----------------
* Filed as an  Exhibit to the  Company's  Registration  Statement  on Form SB-2,
filed with the Securities and Exchange Commission on May 29, 2001.



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: July 21, 2004


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


By:    /s/ Holly Roseberry
       -------------------
       Holly Roseberry
       President and C.E.O.
       (Principal Executive Officer) and
       Director
       Date: July 21, 2004

By:    /s/ Mehboob Charania
       --------------------
       Mehboob Charania
       Treasurer & C.F.O.
       (Principal Financial Officer) and
       Director
       Date: July 21, 2004


                                       27

<PAGE>