UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the quarterly period ended October 31, 2004
                                   ----------------

[ ] Transition Report pursuant to 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.
         ---------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its charter)


          Nevada                                    98-0339467
----------------------------------       -----------------------------
(State or other jurisdiction of          (IRS Employer Identification No.)
 incorporation or organization)


5001 East Bonanza Road, Suite 138-145
Las Vegas, Nevada                                           89110
-----------------------------------------     -------------------------
(Address of principal executive offices)           (Postal or Zip Code)


Issuer's telephone number, including area code: 818-780-2403
                                                -------------

                      5001 East Bonanza Road, Suite 144-145
                             Las Vegas, Nevada 89110
    -----------------------------------------------------------------------
      Former name, former address and former fiscal year, if changed since
                                  last report)



State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:  59,399,049 shares of $0.001 par value
common stock outstanding as of December 13, 2004.

<page>


                           WHISTLER INVESTMENTS, INC.

                                TABLE OF CONTENTS
<table>
<caption>
     
                                                                                  <c>
                                                                                          Page No.
     PART I.  FINANCIAL INFORMATION

     ITEM I - Unaudited Consolidated Financial
          Statements

         Consolidated Balance Sheets as of October 31,
         2004 (Unaudited) and January 31, 2004 (Audited)                                     F-1

         Consolidated  Statements  of  Operations  for the Three and Nine Months
         Ended October 31, 2004 and 2003 and from inception (April 12, 2000)
         to October 31, 2004 (Unaudited)                                                     F-2

         Consolidated Statements of Cash Flows
         for the Nine Months Ended October 31,
         2004 and 2003 (Unaudited)                                                           F-3

         Notes to Consolidated Financial Statements                                          F-4
</table>
     ITEM2 -  Management's  Discussion  and Analysis of Financial  Condition and
         Results of Operations.

     ITEM 3 - Controls and Procedures.


     PART II. OTHER INFORMATION



     ITEM 6 - Exhibits and Reports on Form 8-K



     EXHIBIT 31.1 - Certification pursuant to Section 302 of the Sarbanes-
     Oxley Act of 2002

     EXHIBIT 31.2 - Certification pursuant to Section 302 of the Sarbanes-
     Oxley Act of 2002

     EXHIBIT 32.1 - Certification pursuant to Section 906 of the Sarbanes-
     Oxley Act of 2002

     EXHIBIT 32.2 - Certification pursuant to Section 906 of the Sarbanes-
     Oxley Act of 2002

<page>



                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 2004





<page>

                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS
                            (Expressed in US Dollars)

<table>
<caption>
                                                                                     October 31,       January 31,
                                                                                            2004              2004
                                                                                     (unaudited)         (audited)
                                                                                                       (Restated -
                                                                                                       see Note 9)
===================================================================================================================

                                                                                <c>                <c>
ASSETS

CURRENT
     Cash                                                                        $        6,971   $      169,428
     Prepaid deposit                                                                      3,500                -
-------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                                     10,471          169,428

PROPERTY AND EQUIPMENT (Note 3)                                                             501            3,219
DEFERRED FINANCING COSTS (Note 6)                                                       150,000                -
-------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                     $      160,972   $      172,647
===================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT
     Accounts payable and accrued liabilities                                    $      224,265   $      133,017
     Due to related parties (Note 4)                                                  1,183,927          553,983
     Advances payable (Note 8)                                                            8,205            8,205
-------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                             1,416,397          695,205

LOAN PAYABLE (Note 6)                                                                 3,000,000                -
-------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                                     4,416,397          695,205
-------------------------------------------------------------------------------------------------------------------

Non-Controlling Minority Interest (Note 2(a))                                            10,262                -
-------------------------------------------------------------------------------------------------------------------

Contingencies and Commitments (Notes 1 and 7)

STOCKHOLDERS' EQUITY (DEFICIT)

PREFERRED STOCK, $0.001 par value per share
     Authorized - 5,000,000 shares
     Issued - Nil                                                                             -                -
COMMON STOCK, $0.001 par value per share
     Authorized - 270,000,000 shares
     Issued - 59,399,049 and 61,250,031 shares, respectively                             59,399           61,250
ADDITIONAL PAID IN CAPITAL                                                           13,677,776        5,892,300
SUBSCRIPTION RECEIVABLE                                                                       -          (50,000)
DEFERRED COMPENSATION (Note 2(j))                                                             -         (266,000)
DEFICIT                                                                             (18,002,862)      (6,160,108)
-------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' DEFICIT                                                          (4,265,687)        (522,558)
-------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                      $      160,972   $      172,647
===================================================================================================================
</table>



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


                                      F-1

<page>

                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            (Expressed in US Dollars)
                                   (unaudited)

<table>
<caption>
                                                                                                                  Accumulated
                                                                                                                     from
                                                                                                                April 12, 2000
                                                       For the Three Months               For the Nine              (Date of
                                                               Ended                       Months Ended             Inception)
                                                              October 31,                   October 31,           to October 31,
                                                          2004          2003            2004          2003            2004
                                                            $            $                $             $               $
                                                                     (Restated-                   (Restated-
                                                                     See Note 10)                 See Note 10)
=================================================================================================================================

                                                     <c>           <c>            <c>             <c>            <c>
Expenses
     Depreciation                                             674           466            2,718        1,398            9,529
     Licensing fees (Note 7(a))                           264,637       157,000        1,974,637      157,000        2,418,037
     Management fees (Note 4(a))                          268,915        34,621        1,231,244       68,139        1,424,240
     General and administrative                           442,872        24,938          876,615       55,110          999,263
     Professional fees                                    125,158        17,474          247,073       29,339          409,142
     Rent and office                                       24,434         6,505           38,253       11,252           74,703
     Write-off of mineral property                              -             -                -            -            5,150
     Research and development                               4,485         8,633           65,127        8,633           85,395
     Stock compensation (Note 2(k))                             -     1,308,700        7,344,000    2,480,500       11,738,000
---------------------------------------------------------------------------------------------------------------------------------

                                                        1,131,175     1,558,337       11,779,667    2,811,371       17,163,459
Interest Expense                                           30,000             -           90,084            -          114,154
Other (Income)                                                  -        (3,384)         (18,059)      (3,384)         (22,837)
---------------------------------------------------------------------------------------------------------------------------------

Net Loss Before Discontinued Operations And Minority
Interest                                               (1,161,175)   (1,554,953)     (11,851,692)  (2,807,987)     (17,254,776)

Loss From Discontinued Operations                               -             -                -            -         (757,024)

Non-Controlling Minority Interest (Note 2(a))               8,938             -            8,938            -            8,938
---------------------------------------------------------------------------------------------------------------------------------

Net Loss For The Period                                (1,152,237)   (1,554,953)     (11,842,754)  (2,807,987)     (18,002,862)
=================================================================================================================================

Net Loss Per Share - Basic and Diluted                      (0.02)        (0.03)           (0.20)       (0.06)
=================================================================================================================================


Weighted average number of common shares outstanding   59,399,049    47,250,000       58,745,000   45,004,500
=================================================================================================================================
</table>



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


                                      F-2

<page>

                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Expressed in US Dollars)
                                   (unaudited)

<table>
<caption>
                                                                                                       For the Nine
                                                                                                      Months  Ended
                                                                                    For the Nine        October 31,
                                                                                   Months  Ended               2003
                                                                                     October 31,      (Restated-See
                                                                                            2004           Note 10)
--------------------------------------------------------------------------------------------------------------------

                                                                              <c>                   <c>
OPERATING ACTIVITIES
Net loss for the period                                                         $  (11,842,754)   $   (2,807,987)

Adjustments to reconcile net loss to cash
     Depreciation and amortization                                                       2,718             1,398
     Stock-based compensation                                                        7,344,000         2,480,500
     Amortization of deferred loan financing fee                                        90,000                 -
     Non-controlling minority interest                                                  10,262                 -


Changes in operating assets and liabilities
     (Increase) in prepaid expense                                                      (3,500)                -
     Increase in accounts payable and accrued liabilities                               91,247            28,323
     Increase in advances payable                                                            -             8,205
     (Decrease) in amounts due to related parties                                            -           (58,716)
--------------------------------------------------------------------------------------------------------------------

Net Cash Used In Operating Activities                                               (4,308,027)         (348,277)
--------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
     Proceeds from exercise of stock options                                           705,625           378,750
     Proceeds from loan financing                                                    3,000,000                 -
     Payment of financing fees                                                        (240,000)                -
     Related party advances                                                            629,945                 -
     Proceeds from share subscriptions receivable                                       50,000                 -
--------------------------------------------------------------------------------------------------------------------

Net Cash Provided By Financing Activities                                            4,145,570           378,750
--------------------------------------------------------------------------------------------------------------------

(DECREASE) INCREASE IN CASH                                                           (162,457)           30,473

CASH, BEGINNING OF PERIOD                                                              169,428               104
--------------------------------------------------------------------------------------------------------------------

CASH, END OF YEAR                                                               $        6,971    $       30,577
====================================================================================================================

SUPPLEMENTAL DISCLOSURES

Interest paid                                                                                                  -
Income taxes paid                                                                                              -
</table>



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


                                      F-3

<page>


                           WHISTLER INVESTMENTS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                OCTOBER 31, 2004
                            (Expressed in US Dollars)
================================================================================

NOTE 1 - NATURE OF OPERATIONS

The Company was incorporated in the State of Nevada, USA on April 12, 2000 under
the name Whistler  Investments,  Inc. The Company's  principal  business was the
exploration and development of mineral resources; however, during the prior year
the  Company  abandoned  its mineral  property  and  currently  does not have an
operating business and is a development stage company as defined by Statement of
Financial Accounting Standard ("SFAS") No. 7.

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 October  31,  2004,  the  Company  has  incurred
operating losses aggregating $18,002,862. At October 31, 2004, the Company has a
working  capital  deficiency  of  $1,405,926  and  a  stockholders'  deficit  of
$4,265,687. The continuation of the Company as a going concern is dependent upon
the continued financial support from its shareholders and other related parties,
the  ability of the Company to obtain  necessary  equity  financing  to continue
operations,  and the attainment of profitable operations.  There is no assurance
that the  Company  will  successfully  acquire  businesses  or assets  that will
produce a profit. Moreover, if a potential business or asset is identified which
warrants  acquisition  or  participation,  additional  funds may be  required to
complete the  acquisition  or  participation  and the Company may not be able to
obtain such financing on terms which are  satisfactory to the Company.  There is
substantial  doubt  concerning  the  Company's  ability to  continue  as a going
concern.  These  financial  statements  do not  include any  adjustments  to the
recoverability  and  classification of recorded asset amounts and classification
of liabilities  that might be necessary should the Company be unable to continue
as a going concern.

On January 19, 2004,  the Company  entered into an  Investment  Agreement  and a
Registration  Rights Agreement ("the  Agreement") with Dutchess Private Equities
Fund, L.P. (Dutchess).  Pursuant to the Agreement,  the Company may periodically
"put" or require  Dutchess to purchase  shares of common  stock at below  market
prices in exchange for the  utilization  of a ten million  dollar equity line of
financing.  The  Agreement  requires  the  Company to file an SB-2  Registration
Statement with the Securities and Exchange  Commission to register for resale by
Dutchess the shares of common stock purchased. The Registration Statement was to
be filed  within 30 days of the  issuance  of the  Company's  audited  financial
statements  for the fiscal year ended January 31, 2004.  The Company was granted
an extension to October 31, 2004, and has not obtained a further extension.

During the three  month  period  ended  April 30,  2004,  the  Company  received
financing  of three  million  dollars  from  Sterling  Capital,  Inc. The amount
received is in the form of a non-recourse  loan  collateralized by the Company's
common shares. (See Note 6).

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

a)   Principles of Consolidation
     The consolidated  financial  statements include the  accounts  of  Whistler
     Investments, Inc.  and  its  majority  owned  subsidiaries, Global Electric
     Corp., R-Electric Car Co., and Solium Power Corp. Global Electric Hong Kong
     Corp. is a wholly owned subsidiary of Global Electric Corp. All significant
     intercompany accounts and transactions have been eliminated.

     During the three months ended October 31, 2004, the  subsidiaries  referred
     to above,  issued  common  shares to  non-related  parties,  resulting in a
     non-controlling  minority  interest.  Ownership  percentage of the majority
     owned subsidiaries by the Company is as follows:

     Global Electric Corp.        67.6%
     R-Electric Car Co.           71.4%
     Solium Power Corp.           71.4%

                                      F-4

<page>

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

c)   Use of Estimates
     The  preparation of  consolidated  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.

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

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

f)   Property and Equipment
     Property and  equipment  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.

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

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

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

                                      F-5

<page>

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

     The Company has recorded  stock-based  compensation  expense in  accordance
     with APB 25 and adopted the disclosure only provisions of SFAS No. 123.

     Deferred Compensation
     During the nine months  ended  October  31,  2004,  the  Company  amortized
     $266,000 of  deferred  compensation  that has been  recorded as stock based
     compensation and charged to operations.

     2003 Stock Option Plan
     The Company  established the 2003 Restricted Stock Plan ("the Plan') during
     the year and filed an S-8 Registration  Statement with the U.S.  Securities
     and Exchange  Commission that was declared  effective.  The plan allows the
     Company's  Board of Directors to issue up to  18,000,000  (split  adjusted)
     common shares pursuant to the Plan as compensation for services rendered to
     the Company.  The Company's  Board of Directors  has  discretion to set the
     price, term, vesting schedules,  and other terms and conditions for options
     granted under the plan.

     The pro forma information is as follows:
<table>
<caption>
                                                                 Three Months Ended            Nine Months Ended
                                                                    October 31,                   October 31,
                                                                 2004          2003           2004           2003
                                                                  $             $              $              $
     
                                                          <c>           <c>         <c>            <c>
     Net loss -- as reported                                     (1,152,237)   (1,554,953) (11,842,754)     (2,807,987)
     Add: Stock-based compensation expense included in net
        loss -- as reported                                               -     1,308,700    7,344,000       2,480,500
     Deduct: Stock-based compensation expense determined
        under fair value method                                           -    (1,316,465)  (7,356,209)     (2,512,223)
     Net loss -- pro forma                                       (1,152,237)   (1,562,718) (11,854,963)     (2,839,710)
     Net loss per share (basic and diluted) -- as reported            (0.02)        (0.03)       (0.20)          (0.06)
     Net loss per share (basic and diluted) -- pro forma              (0.02)        (0.03)       (0.20)          (0.06)
</table>

     The fair value for options granted was estimated at the date of grant using
     the   Black-Scholes   option-pricing   model.   Under   the   Black-Scholes
     option-pricing  model,  the weighted  average  fair value of stock  options
     granted during the three months ended April 30, 2004 was $2.81. The Company
     did not grant any stock  options  during the three months ended October 31,
     2004 or July 31, 2004.  There was no dilutive  impact of  potential  common
     shares associated with stock options,  by application of the treasury stock
     method,   as  the  Company  had  a  net  loss.Among   other  factors,   the
     Black-Scholes  model  considers  the  expected  life of the  option and the
     expected  volatility of the Company's  stock price in arriving at an option
     valuation.  For  pro  forma  purposes,  the  estimated  fair  value  of the
     Company's  stock-based  awards is amortized  over the vesting period of the
     underlying   instruments.   The  fair  value  of  options   granted   using
     Black-Scholes   was  determined   using  the  following   weighted  average
     assumptions.

                                      F-6

<page>

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

j)   Stock Based Compensation (continued)
<table>
<caption>
                                                                   Three Months Ended        Nine Months Ended
                                                                       October 31,              October 31,
                                                                   2004          2003        2004         2003
                                                                     $            $           $             $
     
                                                          <c>              <c>        <c>           <c>
     Expected dividend yield                                              -            0%          0%            0%
     Risk-free interest rate                                              -            1%       1.39%            5%
     Expected volatility                                                  -          100%         50%          100%
     Expected life from the vesting date (in years)                       -        1-year      1-year        1-year
</table>

k)   New Accounting Pronouncements
     In December  2003,  the United States  Securities  and Exchange  Commission
     issued Staff Accounting Bulletin No. 104, "Revenue  Recognition" (SAB 104),
     which supersedes SAB 101,  "Revenue  Recognition in Financial  Statements."
     The primary purpose of SAB 104 is to rescind accounting  guidance contained
     in SAB 101  related to multiple  element  revenue  arrangements,  which was
     superseded  as a result of the  issuance  of EITF  00-21,  "Accounting  for
     Revenue Arrangements with Multiple  Deliverables." While the wording of SAB
     104 has  changed  to  reflect  the  issuance  of EITF  00-21,  the  revenue
     recognition  principles of SAB 101 remain largely unchanged by the issuance
     of SAB 104. The  adoption of SAB 104 did not have a material  impact on the
     Company's financial statements.

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

l)   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 October 31, 2004 and 2003, the Company has no
     items  that  represent  comprehensive  loss  and,  therefore,  there  is no
     difference from net loss.

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

n)   Interim Financial Statements
     These interim unaudited financial statements have been prepared on the same
     basis as the annual financial  statements and in the opinion of management,
     reflect all adjustments,  which include only normal recurring  adjustments,
     necessary to present fairly the Company's  financial  position,  results of
     operations and cash flows for the periods shown.  The results of operations
     for such periods are not necessarily indicative of the results expected for
     a full year or for any future period.

                                      F-7

<page>

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

o)   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.  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.


NOTE 3 - PROPERTY AND EQUIPMENT
<table>
<caption>
                                                                                          October 31,     January 31,
                                                                                             2004            2004
                                                                                           Net Book      Net Book Value
                                                                        Accumulated          Value         (audited)
                                                         Cost           Amortization      (unaudited)
                                                   ---------------------------------------------------------------------

                                                     <c>                <c>               <c>            <c>
Furniture and fixtures                                  $ 4,819             $4,318            $501          $ 2,004
Computer equipment                                        5,211              5,211               -            1,215
                                                   ---------------------------------------------------------------------

                                                        $10,030             $9,529            $501          $ 3,219
                                                   =====================================================================
</table>

NOTE 4 - RELATED PARTY TRANSACTIONS

a)   The Company  incurred  management  fees of $22,467 (2003 - $8,800) to an
     officer during the nine months ended October 31, 2004 and 2003,
     respectively.

b)   The  Company  received  advances  from a company  controlled  by a minority
     stockholder of $412,900 during the three months ended October 31, 2004. The
     total  amount  owing to this  company is  $1,161,958,  which is  unsecured,
     non-interest bearing and payable on demand.

c)   The  Company  advanced  $33,531  to a  company  controlled  by  a  majority
     stockholder  during the three months  ended July 31,  2003.  The amount was
     repaid during the three months ended October 31, 2004. This related company
     is owed $2,311 for expenses  paid on behalf of the  Company,  as of October
     31, 2004. Amounts owing are non-interest bearing,  unsecured and payable on
     demand.

NOTE 5 - STOCKHOLDERS' EQUITY

Common Shares
a)   The Company's Board of Directors  approved a three for one forward split of
     common  shares,  which was  effective  November 19, 2004.  Stockholders  of
     record were entitled to three shares of common stock for each share held on
     that date.  All share amounts have been  retroactively  adjusted to reflect
     the stock split.
b)   During the quarter ended July 31, 2004 the Company  issued  228,000  (split
     adjusted)  common shares at an exercise  price of $0.25  resulting from the
     exercise of stock options for total proceeds of $19,000.
c)   During the quarter ended April 30, 2004 the Company issued 8,239,500 (split
     adjusted)  common shares at an exercise  price of $0.25  resulting from the
     exercise of stock options for total proceeds of $686,625.

                                      F-8

<page>

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

NOTE 5 - STOCKHOLDERS' EQUITY

Common Shares (continued)
d)   During the prior  year,  the Company  issued  10,125,000  (split  adjusted)
     restricted  common shares to RS International  Consultants GMBH ("RS"),  an
     international  business  consulting  company,   pursuant  to  a  $5,000,000
     financing agreement.  The financing agreement did not close and the Company
     did not  obtain  any  financing  from RS.  The  Company  was  returned  the
     restricted  common share  certificates  by RS, which were cancelled in May,
     2004.
e)   During the quarter ended April 30, 2004,  the Company  entered into a Stock
     Redemption and Reissuance Agreement (the "Redemption Agreement"),  dated as
     of February 10, 2004, with Salim S. Rana  Investments  Corp.  (SSRIC),  our
     major   stockholder.   Pursuant  to  which  SSRIC  on  February  10,  2004,
     contributed  9,000,000  (split  adjusted) shares of our common stock to our
     treasury.  Under the Redemption Agreement,  SSRIC contributed the Shares to
     the  Company's  treasury  at no cost to the  Company.  The  Company had the
     ability under the  Redemption  Agreement,  and did,  utilize the shares for
     proper  corporate  purposes,  including  option  exercises and issuances to
     consultants.  Under the Redemption  Agreement,  the Company is obligated to
     return the  Shares,  at no cost,  to SSRIC.  On June 3, 2004,  the  Company
     reissued the 9,000,000  shares  contributed  to the  Company's  treasury by
     SSRIC.
f)   During the quarter ended April 30, 2004,  the Company's  Board of Directors
     approved a three for one split of common  shares,  which  become  effective
     March 10,  2004.  Stockholders  of record were  entitled to three shares of
     common stock for each share held on that date. All per share amounts in the
     consolidated  financial  statements  have been  retroactively  adjusted  to
     reflect the stock split.
g)   During  the  prior  year July 31,  2003 the  Company's  Board of  Directors
     approved  a one for ten  reverse  stock  split of  common  shares  that was
     effective July 11, 2003. All share amounts have been retroactively adjusted
     to reflect the reverse stock split.

NOTE 6 - LOAN PAYABLE

During the three  month  period  ended  April 30,  2004,  the  Company  received
financing  of  three  million  dollars  from  Sterling  Capital,  Inc.  for  the
development of specific products and for general working capital.  Due diligence
fees of $240,000 were  incurred by the Company with $80,000 being  deducted from
the proceeds of the loan and $160,000  paid by the Company in the quarter  ended
July 31, 2004.  The loan bears simple  interest of 5% per annum and is repayable
24 months from the date on which each  instalment  was  advanced to the Company.
The amount  received is in the form of a  non-recourse  loan  collateralized  by
90,000,000  (split adjusted) shares of restricted  common stock. The Company was
to issue the restricted shares  immediately  following an increase in the number
of authorized common shares.

During the three months ended October 31, 2004, the Company increased the number
of authorized  shares to 270,000,000 (split  adjusted),  however the  restricted
shares  have not  been  issued.  The  Company  has a  commitment  to  issue  the
restricted shares.

                                      F-9

<page>

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

NOTE 7 - COMMITMENTS

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

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

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

     These  additional  agreements  require  Technology and Product  Development
     Payments of $2,500,000  ($250,000 for  watercraft,  due no later than March
     31,  2004;  $2,000,000  for solar  houses,  $500,000 of which is payable no
     later than March 31, 2004,  and  $1,500,000,  due no later than October 31,
     2004;  and $250,000 for lithium  battery  power packs,  $50,000 of which is
     payable no later  than June 30,  2004 and  $200,000  of which is payable no
     later than September 30, 2004). As of October 31, 2004 the Company had paid
     $2,418,000  in license  fees.  Total license fees payable under the License
     Agreement and amendments are $4,500,000, leaving $2,082,000 in license fees
     payable subsequent to October 31, 2004.


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

     Remaining obligations under the Agreement are as follows:

     Year Ended January 31,

     2005                                                           460,000
     2006                                                         1,622,000
                                                              -------------
                                                                  2,082,000
                                                              =============

b)   The  Company's  majority  owned  subsidiary,  Global  Electric  Corporation
     ("Global"),  entered into a lease of a manufacturing  facility in Van Nuys,
     California.  The lease was for a period of four months  commencing  July 1,
     2004 at $3,500 per month. Commencing November 1, 2004 Global is leasing the
     facility on a month-to-month basis.

                                      F-10

<page>

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

NOTE 7 - COMMITMENTS

c)   During the three month period ended April 30,  2004,  the Company  received
     financing of three  million  dollars from  Sterling  Capital,  Inc. for the
     development  of specific  products  and for general  working  capital.  The
     amount  received is in the form of a non-recourse  loan  collateralized  by
     90,000,000  (split adjusted) shares of restricted  common stock.  (Refer to
     Note  6.) The  Company  was to  issue  the  restricted  shares  immediately
     following an increase in the number of authorized common shares. During the
     three months ended  October 31, 2004,  the Company  increased the number of
     authorized shares to 270,000,000  (split adjusted), however  the restricted
     shares have not been  issued.  The Company  has a  commitment  to issue the
     respective shares.

Litigation

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

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

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

On December 9, 2004, the Company was served with a complaint by Global  Electric
Motorcars LLC, Fargo, North Dakota, naming Whistler  Investments,  Inc., and its
subsidiary,  Global Electric Corporation  ("GEC"),  seeking relief for trademark
infringement,  unfair competition,  Federal trademark dilution,  and other state
remedies,  by  reason of  Whistler's  and  GEC's  use of the  "Global  Electric"
designation  in our business.  The suit was filed in the United States  District
Court,  Southeastern  Division,  District of North Dakota.  The complaint seeks,
inter  alia,  an  injunction  against  the  Company's  and GEC's use of the term
"Global Electric",  committing unfair trade practices, requiring delivery by the
Company to the  plaintiff  of all  materials  of any type  referring  to "Global
Electric" and assignment of the Internet  domain name,  globalelectric.com.  The
complaint  also seeks an accounting  for  unspecified  damages  sustained by the
plaintiff  and for the  Company's  profits,  with an order  that the  amount  of
damages be increased three times the amount thereof, as well as attorneys' fees.

                                      F-11

<page>

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

NOTE 8 - ADVANCES PAYABLE

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


NOTE 9 - PRIOR YEAR RESTATEMENT

The Company's financial  statements as of January 31, 2004 and for the year then
ended were restated due to the  correction of an error relating to the write-off
of licensing fees. A total of $431,625 of previously  capitalized licensing fees
were charged to operations.  Refer to the Company's Amended 10-KSB filed for the
year ended January 31, 2004.


NOTE 10 - RESTATEMENTS

The Company restated its financial statements as of October 31, 2003 and for the
three and  nine-month  periods  then  ended  due to the write off of  previously
capitalized  licensing fees (refer to Note 9). The amount of anticipated  future
revenues  from  technology  and  product  development   payments  could  not  be
determined  with a reasonable  level of certainty by the Company.  The nature of
the restatements were as follows:

<table>
<caption>
                                                                                  For the three      For the nine
                                                                                   months ended      months ended
                                                                                   October 31,       October 31,
                                                                                       2003              2003
                                                                                        $                 $

                                                                               <c>                 <c>
Statement of Operations

Net loss as previously reported                                                      (1,401,878)       (2,654,912)

Corrections affecting net loss:

Write-off of licensing fees                                                            (153,075)         (153,075)
--------------------------------------------------------------------------------------------------------------------

Net loss as restated                                                                 (1,554,953)       (2,807,987)
--------------------------------------------------------------------------------------------------------------------
</table>

<table>
<caption>
                                                                                   For the three     For the nine
                                                                                   months ended      months ended
                                                                                    October 31,      October 31,
                                                                                       2003              2003
                                                                                         $                $

                                                                                <c>               <c>
Statement of Operations (continued)

Loss per share as previously reported                                                     (0.03)            (0.06)

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

Loss per share as restated                                                                (0.03)            (0.06)
--------------------------------------------------------------------------------------------------------------------
</table>

                                      F-12

<page>

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


NOTE 10 - RESTATEMENTS (continued)
<table>
<caption>
                                                                     For the nine
                                                                     months ended                    For the nine
                                                                     October 31,                     months ended
                                                                         2003                        October 31,
                                                                      Previously                         2003
                                                                       Reported       Adjustment     As Restated

                                                                    <c>             <c>            <c>
Statement of Cash Flows                                                   $               $               $

Net Cash Used in Operating Activities                                   (191,277)       (157,000)        (348,277)
--------------------------------------------------------------------------------------------------------------------


Net Cash Used in Investing Activity                                     (157,000)        157,000                -
--------------------------------------------------------------------------------------------------------------------
</table>


NOTE 11 - SUBSEQUENT EVENT

In November 2004, the Company  through a newly formed  wholly-owned  subsidiary,
acquired certain assets of Trade Winds Telecom LLC, a company based in the State
of Florida and a provider of Voice Over Internet Protocol Systems for $20,000 in
cash  and  an  $80,000  one-year  10%  note.   Assets  purchased   consisted  of
receivables,   equipment  and  software,   and  all  subscribers  to  date.  The
transaction closed on December 3, 2004.







                                      F-13

<page>

Item 2. Management's Discussion and Analysis or Plan of Operation

FORWARD LOOKING STATEMENTS

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


THREE AND NINE MONTHS ENDED OCTOBER 31, 2004 and 2003

We incurred a net loss of  $1,152,237  for the three  months  ended  October 31,
2004,  and of  $11,842,754  for the nine months ended  October 31,  2004,  which
latter period included  licensing fees of $1,974,637,  management and consulting
fees of $1,231,244,  general and administrative costs of $876,615,  professional
fees of $147,073,  rent and office expense of $38,253 and $2,718 in depreciation
expense.


Our net loss for the  three-month  period ended October 31, 2004  decreased from
the comparative  period in fiscal 2003 (from $1,554,953 in 2003 to $1,152,237 in
2004). This was primarily due to no stock based compensation  expense in 2004 as
compared with stock based  compensation expense of $1,308,700 in the three-month
period ended  October 31, 2003.  However,  professional  fees  increased in this
period from $17,474 in the three-month period ended October 31, 2003 to $125,158
in the comparable  period in 2004, due to increased legal expenses.  License fee
expense in the three-month period ended  October 31, 2004 was $264,637  compared
with $157,000 in the comparable period in 2003,  administrative  costs increased
from $24,938 in 2003 to $442,872 in 2004,  and  management  fees from $34,621 in
2003 to $268,915 in 2004.

Our net loss for the nine-month period ended October 31, 2004 increased from the
comparative  period in fiscal 2003 (from  $2,807,987 in 2003 to  $11,842,754  in
2004).  In the  nine-month  period  ended  October 31, 2004,  Whistler  incurred
$7,344,000  of stock based  compensation  for  business  development  consulting
services,  which services primarily  consisted of incorporation of the Company's
current  electric power pack  technology in its business,  introductions  to and
negotiation  with potential joint venture  partners in India and China, and with
potential  joint venture  partners or customers in the United States,  including
Powerski  (with which  negotiations  are on hold at present).  In the comparable
period in 2003, stock based compensation was $2,480,500.  Whistler believes that
it was  appropriate  to utilize  stock based  compensation  to conserve cash for
expenditures  such as  license  fee  payments,  management  salaries,  marketing
expenses,  trade shows and legal and accounting  expenses.  In addition,  in the
nine-month  period ended October 31, 2004,  general and  administrative  expense
increased  from $55,110 to $876,615,  licensing  fees increased from $157,000 to
1,974,637, and management fees increased from $68,139 to $1,231,244, as compared
with the comparable period in 2003.

     For the three- and nine-month  periods ending October 31, 2004, the license
fee payments and the increases in management and  administrative  costs resulted
from a general increase in our business  activities under the license  agreement
with RV  Systems,  Inc.,  including  accounting  and legal  matters,  technology
development, development of a business plan, media exposure and contacts for the
technology, and joint venture partner development, both in the United States and
in India and China.

<page>

     In the nine-month  period ended October 31, 2004, we also incurred interest
expense  of  $90,084  related  to a  loan  payable  (see  Note  6  to  Financial
Statements).

PLAN OF OPERATION

     During the period since inception on April 12, 2000 to October 31, 2004, we
have incurred operating losses aggregating $18,002,862.  At October 31, 2004, we
had a working capital  deficiency of $1,405,926 and a  stockholders'  deficit of
$4,265,687. The continuation of the Company as a going concern is dependent upon
the continued  financial  support from our shareholders  and other parties,  our
ability to obtain  necessary equity  financing to continue  operations,  and the
attainment of profitable  operations.  Our auditors have  expressed  substantial
doubt concerning our ability to continue as a going concern.

     As of October 31, 2004, we had cash on hand of $6,971.  Our  liabilities at
the same date totaled $4,416,397 and consisted primarily of accounts payable and
accrued  liabilities of $224,265,  amounts due to related  parties of $1,183,927
and a loan payable of $3,000,000. We anticipate that our license fee expenses to
complete the acquisition of the licenses from RV Systems, Inc. will be in excess
of  $2,000,000,  if we secure  rights to all licensed  products,  and that up to
$1,000,000  of  additional  working  capital  will be required  over the next 12
months for market  introduction of these products through joint venture partners
or otherwise.  We do not have sufficient cash on hand to meet these  anticipated
obligations.


Distribution and Licensing Agreement With RV Systems, Inc.

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

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

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

<page>

          The Company is required to pay the  Licensor the  technology  payments
(the  "Technology  Payments")  (to be paid to Lithium House) as specified in the
License Agreement ($100,000 for two- and three-wheeled vehicles, and $50,000 for
lawn and garden  equipment) to be paid on or before  October 31, 2003. For NEV's
we are required to pay $250,000 no later than  December 31, 2003,  with a weekly
minimum of $15,000.  We are also  required to pay Licensor  product  development
payments of $400,000,  on or before  December 31, 2003, with a weekly minimum of
$15,000,  for two- and  three-wheeled  vehicles;  $200,000  for lawn and  garden
equipment, on or before December 31, 2003, with a weekly minimum of $15,000; and
$1,000,000,  payable  no later  than March 31,  2004,  with a weekly  minimum of
$35,000 for NEV's ("Product  Development  Payments").  We have signed additional
amendments  to the License  Agreement as of January 5,  February 2 and March 20,
2004,  covering power systems for  watercraft,  solar houses and lithium battery
power packs,  respectively.  These additional  agreements require Technology and
Product  Development  Payments of $2,500,000  ($250,000 for  watercraft,  due no
later than March 31, 2004;  $2,000,000  for solar  houses,  $500,000 of which is
payable no later than March 31, 2004, and $1,500,000,  due no later than October
31,  2004;  and $250,000 for lithium  battery  power packs,  $50,000 of which is
payable no later than June 30,  2004 and  $200,000  of which is payable no later
than  September  30, 2004.  As of October 31, 2004, we have paid an aggregate of
$2,418,037 in license  payments to RV Systems,  and are  continuing  license fee
payments to RV Systems of  approximately  $15,000 per week.  Total  license fees
payable  under the License  Agreement and  amendments  are  $4,500,000,  leaving
approximately $2,000,000 in license fees payable subsequent to October 31, 2004.
As reimbursement to the Company,  Licensor is required to pay to us the proceeds
from any sales by Licensor of product inventory  manufactured with the financing
provided by the Product Development  Payments as and when that product inventory
is sold by Licensor.

Commercial Initiatives

China

         Upon invitation from Geely Corporation, we and Mr. Chaz Haba of Lithium
House  have  traveled  to China  and met with the  Motorcycle  Division  and the
International  Trade  Division of Geely  Corporation.  We are  currently  in the
process of incorporating in China to position ourselves for pursuit of joint
ventures. We have signed Memorandum of Understanding, dated March 15, 2004, with
Geely that states that we have purchased three models of scooters and motorbikes
and one model of an ATV, totalling 10 vehicles, with the intention of purchasing
10 more units. We are in the process of converting  these vehicles into electric
versions; upon successful conversion Geely is manufacture these models "gliders"
(without engine or exhaust system) for ease of conversion at a pre-agreed price.
Geely would also work toward a comprehensive joint venture agreement in a format
agreed upon by both companies and details acceptable to both parties.

U.S. Navy

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

<page>

Electric Cars

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

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

Austin Energy

         We purchased a 2004 Chrysler PT Cruiser and converted it to a prototype
for Austin Energy (City of Austin,  Texas); we delivered the prototype to Austin
Energy  September  2004.  We are waiting for an  opportunity  to submit a bid if
Austin Energy announces a procurement for this type of product.

Solium Power Corp.

         Our Lithium Solar House ("LSH")  project will be under the direction of
Chaz Haba and is to provide a test bed for alternative  power to the home -- not
connected  to the power grid.  The power  source is Solar Panels for charging of
the Lithium Ion Batteries,  which are used for storage of the power.  The system
will supply DC power for the home and all appliances  (using from 12 volts to 48
volts),  lighting, heat, air, etc., and involves a site in Van Nuys, California.
We are currently renovating this Solar House, and testing is in progress.


     We  believe  that  the  keys  to our  success  in  the  future  will  be to
aggressively  pursue the most  opportunistic  market(s) and to  concentrate  our
resources  on the  market(s)  that have the most  return for the time and effort
expended.


5.2     Liquidity and Capital Resources

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


              On  February 24, 2004,  we  announced  receipt of $1,000,000  of a
$3,000,000  non-recourse  loan  to  be  collateralized by stock.   On  April 14,
2004, we drew down an additional $1,000,000 on this loan, and on April 22, 2004,
we drew down the final $1,000,000 of the loan. The lender  is  Sterling Capital,
Inc.,  and  the  loan  is  required to be collateralized by 90,000,000 shares of
restricted common stock.

         As of October 31, 2004, we had a related party  payable of  $1,183,927.
The related  party  payable  consisted  primarily of a  payable  due to Salim S.
Rana Investments Corp. in connection  with our  previous acquisition of the Azra
shopping center  and advances  to  the  Company  by  the  related  party. During
our  fiscal  year  ended  January  31, 2004, Salim S. Rana Investments Corp. had
advanced approximately  $175,000 additionally to the Company.   We  have  repaid
this  debt  relating  to  the  Azra  shopping  center and  all  advances by this
stockholder as of February 25, 2004.

         The Company received  advances from a company  controlled by a minority
stockholder  of $412,900  during the three  months ended  October 31, 2004.  The
advances are unsecured, non-interest bearing and payable on demand.

<page>

         The  Company  advanced  $33,531 to a company  controlled  by a majority
stockholder  during the three  months  ended  October 31,  2003.  The amount was
repaid to the Company in this period.

         The Company held a special  meeting of  shareholders  and increased our
authorized  common stock to 270,000,000  shares (adjusted for the  three-for-one
forward split  effective  November 19,  2004),  so as to have  additional  stock
available  for   collateralizing  the  Sterling  Capital  loan  and  for  equity
financing, if required.

         We have raised  equity  capital  through  issuances of common stock and
debt.  During the nine months ended  October 31, 2004,  we received  proceeds of
$705,625 from the exercise of stock options, $50,000 from the issuance of common
stock  pursuant to a  subscription  and $2,760,000 in net loan proceeds from the
Sterling Capital $3,000,000 loan.

       Our current  operating  funds are less than  necessary  to  complete  the
license  payments to RV Systems  for  commercialization  of  products  utilizing
Lithium House portable power systems under the License Agreement,  and therefore
we will need to obtain  additional  financing  in order to complete our business
plan.  Our  business  plan will  require  substantial  additional  financing  in
connection with the initial commercialization of the products under the License
Agreement.  We  anticipate  that our license fee expense to acquire the licenses
from RV Systems,  Inc. will be in excess of  $2,000,000,  if we secure rights to
all licensed  products,  and that up to $1,000,000 of additional working capital
will be  required  over the next 12  months  for  market  introduction  of these
products through joint venture partners or otherwise.  We do not have sufficient
cash on hand to meet these anticipated obligations.


       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 cover operating deficits.

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

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

Item 3. Controls and Procedures.

As of the end of the fiscal  quarter  covered by this Form  10-QSB,  the Company
carried out an evaluation,  under the supervision and with the  participation of
the Company's  management,  including the Company's Chief Executive  Officer and
Chief Financial and Accounting  Officer,  of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as defined in Rule
13a-14 of the Securities  Exchange Act of 1934. Based upon that evaluation,  the
Chief Executive Officer and Principal Financial and Accounting Officer concluded
that the Company's  disclosure  controls and  procedures are effective in timely
alerting them to material  information  relating to the Company  (including  its
consolidated  subsidiaries)  required to be included in this Quarterly Report on
Form 10-QSB. There have been no changes in the Company's internal controls or in
other factors which could  significantly  affect internal controls subsequent to
the date the Company carried out its evaluation.

<page>

PART II- OTHER INFORMATION

ITEM 3. LEGAL PROCEEDINGS.

Securities and Exchange Commission Inquiry

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

Planet Electric, Inc. Stockholder Litigation

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

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

Charles Haba v. Planet Electric, Inc.

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

Global Electric Motocars LLC.

     On December 9, 2004,  we were  served with a complaint  by Global  Electric
Motorcars LLC, Fargo, North Dakota, naming Whistler  Investments,  Inc., and its
subsidiary,  Global Electric Corporation  ("GEC"),  seeking relief for trademark
infringement,  unfair competition,  Federal trademark dilution,  and other state
remedies,  by  reason of  Whistler's  and  GEC's  use of the  "Global  Electric"
designation  in our business.  The suit was filed in the United States  District
Court,  Southeastern  Division,  District of North Dakota.  The complaint seeks,
inter  alia,  an  injunction  against  the  Company's  and GEC's use of the term
"Global Electric",  committing unfair trade practices, requiring delivery by the
Company to the  plaintiff  of all  materials  of any type  referring  to "Global
Electric" and assignment of the Internet  domain name,  globalelectric.com.  The
complaint  also seeks an accounting  for  unspecified  damages  sustained by the
plaintiff and for Whistler's  profits,  with an order that the amount of damages
be increased  three times the amount  thereof,  as well as  attorneys'  fees. We
intend to retain counsel and respond to this suit promptly.

<page>

Depository Trust Company Suit

     On November 23, 2004, the Company filed a Complaint in the Eighth  Judicial
District Court, County of Clark, State of Nevada,  sitting in Las Vegas, Nevada,
styled "Whistler Investments,  Inc., et al. v. The Depository Trust and Clearing
Corporation,  et al.", Case No. A495703.  The defendants  include The Depository
Trust  Company and the  National  Securities  Clearing  Corporation.  The action
alleges   22   state   law   claims,   including   intentional   and   negligent
misrepresentation,  fraud, racketeering,  negligence,  conversion,  interference
with contractual  relations and prospective  economic advantages and conspiracy.
Although  the  action  has been  filed,  service  has not yet been  effected  on
defendants, and no answer or other pleading has been filed by defendants.



Item 6. Exhibits

Ex 3.1a  Form of Restatement of Articles of Incorporation of the Company.

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

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

Ex 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.

Ex 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.


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                             Whistler Investments, Inc.

                                              /s/Holly Roseberry
                                             --------------------------
                                             Holly Roseberry
                                             President and Director
                                             (Principal Executive Officer)
                                             Dated: December 15, 2004

                                             Whistler Investments, Inc.

                                              /s/Mehboob Charania
                                             -----------------------------
                                             Mehboob Charania
                                             Secretary, Treasurer,  C.F.O.
                                             (Principal Financial Officer)
                                             Dated: December 15, 2004

<page>

Exhibit 3.1a



                               Form of Restatement

                                       of

                            Articles of Incorporation

                                       Of

                              Whistler Investments

                                    Article I

The name of the corporation is:  Whistler Investments, Inc.

                                   Article II

The Resident Agent of the corporation is Val-U-Corp  Services,  Inc. The address
of the Resident Agent where process may be served is:

                 1802 N. Carson Street, Suite 212
                 Carson City, Nevada 89701

                                   Article III

                  (a) The  corporation  shall have authority to issue a total of
Ninety-Five Million  (95,000,000)  shares, of which Ninety Million  (90,000,000)
shares shall be Common  Stock,  par value $.001 per share (the "Common  Stock"),
and Five Million  (5,000,000)  shares shall be Preferred  Stock, par value $.001
per share (the "Preferred Stock").

                  (b) Shares of the  Preferred  Stock may be issued from time to
time in  series,  and the  Board of  Directors  is  authorized,  subject  to the
limitations  provided by law, to establish  and  designate one or more series of
the Preferred Stock, to fix the number of shares  constituting each series,  and
to fix the designations  and rights,  preferences and limitations of each series
and the variations and relative  rights,  preferences and limitations as between
series,  and to increase and to decrease the number of shares  constituting each
series.  The  authority  of the Board of  Directors  with respect to each series
shall  include,  but shall not be limited to, the  authority  to  determine  the
following:

                           (i) the designation of such series;

                           (ii) the number of shares initially constituting such
series and any increase or decrease  (to a number not less  than the  number  of
outstanding  shares of such  series)  of  the number of shares constituting such
series theretofore fixed;

                           (iii) the rate or rates at which dividends on the
shares of such series shall be paid, including, without limitation,  any methods
or procedures for determining  such rate or rates,  and the  conditions  on, and
the times  of,  the  payment  of such dividends, the preference or relation that
such dividends shall bear to the dividends payable on any other  class or series
of  stock  of  the  corporation,  and  whether or  not  such dividends  shall be
cumulative and, if so, the date or dates from and after
which they shall accumulate;

                           (iv)  whether  or not the shares of such series shall
be  redeemable,  and,  if  so, the  terms  and  conditions  of  such redemption,
including,  without limitation, the date or dates on or after which such  shares
shall be  redeemable  and the amount per share  that shall  be  payable on  such
redemption, which  amount  may  vary under different conditions and at different
redemption dates;

<page>

                           (v) the rights to which the holders of  the shares of
such  series  shall  be  entitled  on  the voluntary or involuntary liquidation,
dissolution  or  winding  up  or  on  any  distribution  of  the  assets, of the
corporation, which  rights  may  be  different  in  the  case  of  a   voluntary
liquidation,  dissolution  or winding up than in the case of such an involuntary
event;

                           (vi)  whether  or not the shares of such series shall
have voting rights in addition to the voting rights  provided by law and, if so,
the terms and conditions thereof, including, without limitation,  the  right  of
the holders of such shares to  vote as  a  separate class, either  alone or with
the  holders  of  shares of one or more other  series of the Preferred Stock and
the right to have more than one vote per share;

                           (vii) whether or  not  a  sinking  fund or a purchase
fund  shall  be  provided  for  the redemption or purchase of the shares of such
series and, if so, the terms and conditions thereof;

                           (viii) whether or not the shares of such series shall
be convertible into, or changeable for, shares of any other class or  series  of
the same or any other class of stock of the corporation and, if  so,  the  terms
and  conditions  of conversion or exchange, including, without limitation,   any
provision  for  the  adjustment   of the  conversion  or  exchange  rate  or the
conversion or exchange price; and

                           (ix) any other relative rights, preferences and
limitations.

          All capital stock when issued shall be fully paid and  non-assessable.
No holder of shares of capital  stock of the  corporation  shall be  entitled as
such to any  pre-emptive  or  preferential  rights to  subscribe to any unissued
stock,  or any other  securities  which the  corporation may now or hereafter be
authorized to issue.

          The  corporation's  capital  stock may be issued and sold from time to
time for such consideration as may be fixed by the Board of Directors,  provided
that the consideration so fixed is not less than par value.

          Holders of the corporation's Common Stock shall not possess cumulative
voting rights at any stockholders  meetings called for the purpose of electing a
Board of Directors or on other matters  brought  before  stockholders  meetings,
whether they be annual or special."


                                   Article IV

The governing board of the corporation  shall be styled as Directors.  The First
Board of  Directors  shall  consist of one (1) member  whose name and address is
listed as follows:

                      Daniel A. Kramer
                      1802 N. Carson St., Suite 212
                      Carson City, Nevada 89701

                                    Article V

The purpose of the corporation shall be general business and any legal activity.

                                   Article VI

The Incorporator's name and address is listed as follows:

<page>

                      Daniel A. Kramer
                      1802 N. Carson St., Suite 212
                      Carson City, Nevada 89701


I, the undersigned, being the Incorporator hereinbefore named for the purpose of
forming a corporation  pursuant to the General  Corporation  Law of the State of
Nevada, do make and file these Articles of  Incorporation,  hereby declaring and
certifying that the facts herein stated are true, and accordingly  have hereunto
set my hand this April 10, 2000.

                                  /s/  Daniel A. Kramer
                                  Daniel A. Kramer
                                  Incorporator

I, Val-U-Corp Services Inc., hereby accept appointment as Resident Agent for the
previously named corporation this April 10, 2000.

                                  /s/  Daniel A. Kramer
                                  Daniel A. Kramer
                                  President